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ETR: ANZ Increases stake in ETR to 35%/Appendix 3B

Document date:  Wed 03 Apr 2002
Published:  Mon 08 Apr 2002 16:04:11
Document No:  260517
Document part:  B
Market Flag:  N
Classification:  Change in substantial holding , Appendix 3B

ETRADE AUSTRALIA LIMITED                      2002-04-03  ASX-SIGNAL-G

HOMEX - Sydney                                                        

+++++++++++++++++++++++++
                             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
ETRADE Australia Limited

ACN or ARBN
12 003 042 082

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         10,833,631
   or to be issued (if known)                                       
   or maximum number which                                          
   may be issued                                                    

3. Principal terms of the securities   -
   (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      The shares will rank equally
   in all respects from the date       with all other shares in the
   of allotment with an existing       capital of ETR.
   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        9,550,260 shares are issued
                                       for Non-monetary consideration
                                         *************************
                                       1,283,371 shares are issued at
                                       $0.5611 per share

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

9,550,260 shares have been issued in accordance with the subscription 
and Alliance Deed between Australia and New Zealand Banking Group Ltd,
ETRADE Australia Ltd and ETRADE Australia Securities Ltd, dated
17/06/1999 and approved by Shareholders in August 1999.

The shares represent consideration for ANZ marketing and promoting the
co-branded share trading and investment service of E*TRADE Australia 
as a preferred product with its customer base.

This issue represents the milestone shares for the fifth milestone 
period from 30 September 2001 to 30 March 2002.

             **************************************

1,283,371 shares are issued in accordance with the terms of the 
Subscription Agreement dated 17/05/1999 between Computershare and 
E*TRADE Australia wherein Computershare are entitled to maintain their
shareholding percentage in E*TRADE Australia in the event of any new 
issues of shares. Simultaneous with the abovementioned "milestone" 
issue to ANZ, CPU have exercised their right to "top-up" at the same 
price that was applicable to the ANZ issue ie $0.5611. The deemed 
value of the "milestone" share issue to the ANZ is the average closing
price for ETR shares on the ASX over the 20 trading days prior to 
30/03/2002.

7. Dates of entering securities        3/04/2002
   into uncertified holdings                                        
   or despatch of certificates                                      
                                       
                                      NUMBER  CLASS
8. Number and class of all        97,185,675  Ordinary Shares
   securities quoted on                                             
   ASX (including the                                               
   securities in clause                                             
   2 if applicable)                                                 

                                      NUMBER  CLASS
9. Number and class of all         6,820,830  Unlisted options over
   securities not quoted                      ordinary shares
   on ASX (including the                                            
   securities in clause 2                                           
   if applicable)                                                   

10.Dividend policy (in the case        The shares will rank equally
   of a trust, distribution            with all other shares in the
   policy) on the increased            capital of ETR.
   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.


M Zworestine 
COMPANY SECRETARY
03/04/2002