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Appendix 3B - Exercise of Options/Employee Shr.Acqn.Plan

Document date:  Thu 24 Jan 2002
Published:  Thu 24 Jan 2002 15:51:53
Document No:  186439
Document part:  A
Market Flag:  N
Classification:  Appendix 3B

AUSTRALIA AND NEW ZEALAND BANKING GROUP       2002-01-24  ASX-SIGNAL-G

HOMEX - Melbourne                                                     

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                             APPENDIX 3B

                        NEW ISSUE ANNOUNCEMENT

   APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES AND AGREEMENT

Information or documents not available now must be given to ASX as
soon as available.  Information and documents given to ASX become
ASX's property and may be made public.

Introduced 1/7/96. Origin Appendix 5. Amended 1/7/98, 1/9/99,
1/7/2000.

Name of Entity
Australia And New Zealand Banking Group Limited

ACN or ARBN
11 005 357 522

We (the entity) give ASX the following information.


PART 1 - ALL ISSUES
You must complete the relevant sections (attach sheets if
there is not enough space).


 
1. Class of securities issued          Ordinary Shares
   or to be issued                                                  
 
2. Number of securities issued         322,276
   or to be issued (if known)                                       
   or maximum number which                                          
   may be issued                                                    

3. Principal terms of the securities   Fully paid shares
   (eg, if options, exercise price                                  
   and expiry date; if partly paid                                  
   securities, the amount                                           
   outstanding and due dates for                                    
   payment; if convertible securities,                              
   the conversion price and dates                                   
   for conversion)                                                  

4. Do the securities rank equally      Yes, pari passu with
   in all respects from the date       present ordinary shares.
   of allotment with an existing                                    
   class of quoted securities                                       

   If the additional securities                                     
   do not rank equally, please                                      
   state:                                                           
   * the date from which they do                                    
   * the extent to which they                                       
     participate for the next                                       
     dividend, (in the case of                                      
     a trust, distribution) or                                      
     interest payment                                               
   * the extent to which they do                                    
     not rank equally, other than                                   
     in relation to the next                                        
     dividend, distribution or                                      
     interest payment                                               

5. Issue price or consideration:                                    

      255,969    shares at $17.05 each
       53,557    shares at $ 8.76 each
        3,000    shares at $14.63 each
        6,750    shares at $14.92 each
        3,000    shares at $13.70 each
      322,276    shares

6. Purpose of the issue (if                                         
   issued as consideration for                                      
   the acquisition of assets,                                       
   clearly identify those                                           
   assets):                                                          

 66,307 shares issued on exercise of options

255,969 shares issued to trustee to hold for the beneficial 
        interest of 259 employers under the ANZ Employee Share 
        Acquisition Plan. 

7. Dates of entering securities                                     
   into uncertified holdings                                        
   or despatch of certificates:                                      
 
255,969 shares on 24 October 2001
    282 shares on 11 January 2002
 54,618 shares on 16 January 2002
  6,157 shares on 18 January 2002
  5,250 shares on 22 January 2002
322,276 shares  
                                    
                                      
8. Number and class of all                                          
   securities quoted on                                             
   ASX (including the                                               
   securities in clause                                             
   2 if applicable)                                                 
     NUMBER           CLASS       

1,495,459,910     Ordinary fully paid
    1,135,862     Options on issue paid to 1 cent.
   30,249,170     Options on issue with no subscription paid.
   64,016,000     1998 Redeemable Preference Shares.
   60,016,000     1998 Redeemable Preference Shares (Series 2)
 
                                       NUMBER  CLASS
9. Number and class of all                 -     -
   securities not quoted                                            
   on ASX (including the                                            
   securities in clause 2                                           
   if applicable)                                                   

10.Dividend policy (in the case        Same as existing fully paid
   of a trust, distribution            ordinary shares.
   policy) on the increased                                         
   capital (interests)                                              

PART 2 - BONUS ISSUE OR PRO RATA ISSUE

Items 11 to 33 are Not Applicable

PART 3 - QUOTATION OF SECURITIES
You need only complete this section if you are applying for quotation
of securities

     
34. Type of securities (tick one)

    (a) X  Securities described in Part 1

    (b)    All other securities

Example: restricted securities at the end of the escrowed period, 
partly paid securities that become fully paid, employee incentive 
share securities when restriction ends, securities issued on expiry
or conversion of convertible securities

    Entities that have Ticked Box 34(a)

    Additional Securities Forming a New Class of Securities
    (If the additional securities do not form a new class, go to 43)

    Tick to indicate you are providing the information or documents

35.    The names of the 20 largest holders of the additional 
         securities, and the number and percentage of 
         additional securities held by those holders

36.    A distribution schedule of the additional securities 
         setting out the number of holders in the categories
         1 - 1,000
         1,001 - 5,000
         5,001 - 10,000
         10,001 - 100,000
         100,001 - and over

37.    A copy of any trust deed for the additional securities
(now go to 43)

    Entities that have Ticked Box 34 (b)

    Items 38 to 42 are Not Applicable

ALL ENTITIES

Fees

43. Payment method (tick one)

       Cheque attached

       Electronic payment made
       Note: Payment may be made electronically if Appendix 3B is 
             given to ASX electronically at the same time.
    
    X  Periodic payment as agreed with the home branch has been 
       arranged
       Note: Arrangements can be made for employee incentive 
             schemes that involve frequent issues of securities.

QUOTATION AGREEMENT

1.  Quotation of our additional securities is in ASX's absolute 
    discretion. ASX may quote the securities on any conditions it 
    decides.

2.  We warrant to ASX that the issue of the securities to be quoted
    complies with the law and is not for an illegal purpose, and that
    there is no reason why those securities should not be granted
    quotation. We warrant to ASX that an offer of the securities for
    sale within 12 months after their issue will not require
    disclosure under section 707(3) of the Corporations Law.

3.  We will indemnify ASX to the fullest extent permitted by law in
    respect of any claim, action or expense arising from or connected
    with any breach of the warranties in this agreement.

4.  We give ASX the information and documents required by this form.
    If any information or document not available now, will give it to
    ASX before quotation of the securities begins. We acknowledge that
    ASX is relying on the information and documents. We warrant that
    they are (will be) true and complete.


K K Phillips 
COMPANY SECRETARY
24/01/2002