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

Document date:  Fri 08 Mar 2002
Published:  Mon 11 Mar 2002 19:56:57
Document No:  187953
Document part:  A
Market Flag:  N
Classification:  Appendix 3B 

AUSTRALIA AND NEW ZEALAND BANKING GROUP       2002-03-08  ASX-SIGNAL-G

HOMEX - Melbourne                                                     

+++++++++++++++++++++++++
                             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         52,753
   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 present
   in all respects from the date       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        41,628 shares at nil 
                                              consideration
                                       10,000 shares at $11.44 each
                                          750 shares at $14.63 each
                                          375 shares at $13.70 each

                                       52,753 total


6. Purpose of the issue (if            41,628 shares issued under the
   issued as consideration for         ANZ Employee Share Acquisition
   the acquisition of assets,          Plan in the name of ANZEST P/L
   clearly identify those              as trustee holding the shares
   assets)                             for the beneficial interest of
                                       eligible employees

                                       11,125 shares issued on the 
                                       exercise of options


7. Dates of entering securities        41,628 shares on 28/02/2002
   into uncertified holdings           11,125 shares on 08/03/2002
   or despatch of certificates                                      
                                       
                                      NUMBER  CLASS
8. Number and class of all     1,495,641,546  Ordinary fully paid
   securities quoted on            1,129,766  Options on issue paid
   ASX (including the                         to 1 cent
   securities in clause           30,168,994  Options on issue with no
   2 if applicable)                           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.


P J Mathews 
SECRETARY
08/03/2002