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Change of Director`s Interest Notice

Document date:  Mon 23 Jun 2003
Published:  Mon 23 Jun 2003 16:58:10
Document No:  205531
Document part:  A
Market Flag:  N
Classification:  Change of Director's Interest Notice

AUSTRALIA AND NEW ZEALAND BANKING GROUP       2003-06-23  ASX-SIGNAL-G

HOMEX - Melbourne                                                     

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The attached Appendix 3Y covers transactions in ANZ shares undertaken
on 19 June 2003 by Mr John McFarlane, Chief Executive Officer of ANZ.

As a result of these transactions Mr McFarlane's indirect and direct
holdings of ANZ shares has increased by 100,000 shares from 1,152,839
shares to 1,252,839 shares.

Details of the transactions in the Appendix 3Y are as follows:

* Acquired 750,000 shares at $11.49 through the exercise of options
granted on 31 December 1999 following a resolution of shareholders at
ANZ's 1999 Annual General Meeting.

* Sold 650,000 shares at an average price of $19.182.

* Retained 100,000 shares.

The proceeds from these transactions will be used by Mr McFarlane to
finance the exercise of options, to cover future income tax liability
arising from the transaction and to reduce gearing related to his
earlier share purchases.

Since the beginning of ANZ's financial year on 1 October 2002, Mr
McFarlane has increased his holding in ANZ by 184,467 shares.

T Paine
COMPANY SECRETARY


CHANGE OF DIRECTOR'S INTEREST NOTICE

   Name of Company     Australia And New Zealand Banking Group Limited

   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      08/05/2003


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

ORDINARY SHARES:

Direct or indirect interest             Direct           457,000 
                                        Indirect         695,839
Nature of indirect interest
(including registered holder)                                    

HSBC Custody Nominees (Australia)        ordinary shares   245,000
Limited (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   363,649
                                         Total             695,839

No of securities held prior
to change                               1,152,839    

Date of change                          19/06/2003 
Class                                   Ordinary shares  
Number Acquired                         750,000
Number disposed                        (650,000)

Nature of change                                                 

Subscription for 750,000 shares upon exercise of options and
subsequent on-market sale of 650,000 shares

Value/consideration                                             
                                750,000 options exercised at $11.49 
                                650,000 shares sold at an average
                                        price of $19.182
No. of securities held after
change                                                           
                                        Direct Interest       557,000
                                        Indirect Interest     695,839
                                        Total of Interest   1,252,839




OPTIONS OVER UNISSUED ORDINARY SHARES:

Direct Interest                         3,500,000
Indirect Interest                       Nil
No of securities held prior to change   3,500,000
Date of change                          19 June 2003
Class                                   options over unissued 
                                        ordinary shares
Number acquired                         (unchanged)
Number disposed of 
  Direct Interest                      (750,000)
Nature of Change                         Exercised 750,000 options 
                                         issued 31/12/99 
Value/Consideration                      $11.49 exercise price
Number of securities held after change
                                         Direct Interest   2,750,000
                                         Indirect Interest       Nil
Total of Interest                                          2,750,000




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

N/A