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Appendix 3B - Employee Share Acquisition Plan

Document date:  Thu 05 Dec 2002
Published:  Thu 05 Dec 2002 17:29:19
Document No:  198848
Document part:  A
Market Flag:  N
Classification:  Appendix 3B

AUSTRALIA AND NEW ZEALAND BANKING GROUP       2002-12-05  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

ABN
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         48,764
   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 existing
   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         2,739 shares  At Nil
                                                      consideration
                                       12,500 shares  at $11.20 each
                                        7,500 shares  at $11.81 each
                                          375 shares  at $13.70 each
                                        3,750 shares  at $14.63 each
                                        2,250 shares  at $14.92 each
                                        1,625 shares  at $17.05 each
                                       18,025 shares  at $18.06 each
                                                                    
                                       Total 48,764

6. Purpose of the issue (if            30,739 shares issued on
   issued as consideration for         exercise of options.
   the acquisition of assets,          18,025 shares issued to trustee
   clearly identify those              to hold for the beneficial
   assets)                             interest of employees under the
                                       ANZ Employee Share Acquisition
                                       Plan

7. Dates of entering securities        18,025 shares   23/10/2002
   into uncertified holdings            1,125 shares   11/11/2002
   or despatch of certificates            483 shares   12/11/2002
                                        7,256 shares   18/11/2002
                                        1,500 shares   20/11/2002
                                        1,625 shares   22/11/2002
                                        1,500 shares   25/11/2002
                                        9,750 shares   26/11/2002
                                        7,500 shares   29/11/2002
                                       
                                      NUMBER  CLASS
8. Number and class of all     1,507,239,563  Ordinary fully paid
   securities quoted on                                             
   ASX (including the                                               
   securities in clause                                             
   2 if applicable)                                                 

                                      NUMBER  CLASS
9. Number and class of all        35,122,894  Options on issue
   securities not quoted                                            
   on ASX (including the          64,016,000  1998 Redeemable
   securities in clause 2                     Preference Shares
   if applicable)                                                   
                                  60,016,000  1998 Redeemable
                                              Preference Shares
                                              (Series 2).

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.     If the securites are equity securities, the names of
        the 20 largest holders of the additional securities,
        and the number and percentage of additional securities
        held by those holders

36.     If the securites are equity securities, 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 the following to ASX.

    *   The issue of the securities to be quoted complies with the
        complies with the law and is not for an illegal purpose.

    *   There is no reason why those securities should not be granted
        quotation.

    *   An offer of the securities for sale within 12 months after 
        their issue will not require disclosure under section 707(3)
        or section 1012C(6) of the Corporations Act.

    *   Section 724 or section 1016E of the Corporations Act does not
        apply to any applications received by us in relation to any 
        securities to be quoted and that no-one has any right to 
        return any securities to be quoted under sections 737, 738 or
        1016F of the Corporations Act at the time that we request that 
        the securities be quoted.

    *   We warrant that if confirmation is required under section 
        1017F of the Corporations Act in relation to the securities to 
        be quoted, it has been provided at the time that we request
        that the securities be quoted.

    *   If we are a trust, we warrant that no person has the right to 
        return the securities to be quoted under section 1019B of the 
        Corporations Act at the time that we request that the 
        securities be quoted.
        
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.


T Paine 
SECRETARY
05/12/2002