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Change of Director`s Interest Notice

Document date:  Mon 03 Feb 2003
Published:  Wed 05 Feb 2003 13:49:50
Document No:  200561
Document part:  A
Market Flag:  N
Classification:  Change of Director's Interest Notice

AUSTRALIA AND NEW ZEALAND BANKING GROUP       2003-02-03  ASX-SIGNAL-G

HOMEX - Melbourne                                                     

+++++++++++++++++++++++++
CHANGE OF DIRECTOR'S INTEREST NOTICE


   Name of Company          Australia & New Zealand Banking Group Ltd

   ABN                      11 005 357 522

We (the entity) give the ASX the following information under listing
rule 3.19A.2 and as agent for the director for the purposes of section
205G of the Corporations Act.
 
   Name of Director         John McFarlane

   Date of last notice      04/11/2002


Part 1 - Change of director's relevant interests in securities

ORDINARY SHARES:

Direct interest                        457,000
Indirect interest                      648,747                  

Nature of indirect interest             Number & Class of Securities

* HSBC Custody Nominees (Australia)     ordinary shares 245,000
Ltd (as nominee for - Self Invested
personal Pension Scheme)
* ANZEST Pty Ltd
- ANZ Employee Share Acquisition Plan   ordinary shares   87,190
- ANZ Directors' Share Plan             ordinary shares  316,557
                                        TOTAL            648,747
                               
No. of securities held prior
to change                               1,105,747                

Date of change                          N/A

Class                                   N/A                      

Number Acquired - Indirect interest     N/A

Number disposed of                      N/A

Nature of change                        N/A

Value                                   N/A                      

No. of securities held after
change                                                           

Direct interest - unchanged             
Indirect interest - increased     
TOTAL OF INTEREST                       1,105,747 

OPTIONS OVER UNISSUED ORDINARY SHARES:

Direct interest                        2,500,000
Indirect interest                      Nil   

No. of securities held prior
to change                              2,500,000

Date of change                         31/12/2002               

Class                                  Option over unissued ord shares  
           
Number Acquired - Direct interest      1,000,000

Number disposed                        -

Nature of change                       Grant of options in 
                                       accordance with resolution of
                                       shareholders at 2001 AGM

Value/consideration                    Nil consideration             
        
No. of securities held after
change                                                           

Direct interest - increased            2,500,000 + 1,000,000 =       
                                       3,500,000
Indirect interest - unchanged
TOTAL OF INTEREST                      3,500,000

                                        


Part 2 - Change of director's relevant interests in contracts   Nil