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Appendix 3B - Share Option Plan

Document date:  Thu 12 Jun 2003
Published:  Thu 12 Jun 2003 17:12:33
Document No:  205225
Document part:  A
Market Flag:  N
Classification:  Appendix 3B

AUSTRALIA AND NEW ZEALAND BANKING GROUP       2003-06-12  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          Options to subscribe for
   or to be issued                     ordinary shares
 
2. Number of securities issued         5,081,588
   or to be issued (if known)                                       
   or maximum number which                                          
   may be issued                                                    

3. Principal terms of the securities   2,904,522 unlisted Long Term
   (eg, if options, exercise price     Incentive options expiring on
   and expiry date; if partly paid     19 May 2010, and exercisable
   securities, the amount              as at month's end during the
   outstanding and due dates for       four-year period commencing
   payment; if convertible securities, three years and ending seven
   the conversion price and dates      years after the issue date of
   for conversion)                     the options. The Exercise
                                       Price will be set at the end 
                                       of each month according to the 
                                       movement in the S&P/ASX 200 
                                       Banks (Industry Group)
                                       Accumulation Index (excluding 
                                       ANZ), but can be no lower than 
                                       $18.32.

                                       2,177,066 unlisted performance
                                       based options expiring on 19 
                                       May 2010, and exercisable 
                                       during the four-year period 
                                       commencing three years and
                                       ending seven years after the 
                                       issue date of the options at 
                                       an exercise price of $18.32 

4. Do the securities rank equally      Do not rank equally, as no
   in all respects from the date       ANZ options are currently
   of allotment with an existing       listed.
   class of quoted securities          Otherwise inapplicable, save
                                       that in the event of exercise,
                                       the resulting ordinary shares
                                       issued will rank equally in
                                       all respects from the date of
                                       allotment with the 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        Issued to employees as part of
                                       performance incentive.

6. Purpose of the issue (if            5,081,588 options issued to
   issued as consideration for         trustee to hold for the
   the acquisition of assets,          beneficial interest of
   clearly identify those              employees uner the ANZ Share
   assets)                             Option Plan.

7. Dates of entering securities        5,081,588 options  20 May 2003
   into uncertified holdings                                        
   or despatch of certificates                                      
                                       
                                      NUMBER  CLASS
8. Number and class of all     1,516,400,678  Ordinary fully paid
   securities quoted on                                             
   ASX (including the                                               
   securities in clause                                             
   2 if applicable)                                                 

                                      NUMBER  CLASS
9. Number and class of all        37,601,265  Options on issue
   securities not quoted          64,016,000  1998 Redeemable
   on ASX (including the                      Preference Shares
   securities in clause 2         64,016,000  1998 Redeemable
   if applicable)                             Preference Shares
                                              (Series 2)

10.Dividend policy (in the case        N/A
   of a trust, distribution                                         
   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

    Items 34 to 37 are Not Applicable

    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
12/06/2003