Form 20-F   ý

Form 40-F   o

Yes   o

No   ý

Australia and New Zealand

Banking Group Limited

(Registrant)

By:

/s/ John Priestley

Company Secretary

(Signature

)*

Date 23 August 2005

For media enquiries contact:

For analyst enquiries contact:

Paul Edwards

Stephen Higgins

Head of Media Relations

Head of Investor Relations

Tel: 03-92736955 or 0409-655 550

Tel: 0417-379 170

Email: paul.edwards@anz.com

Email: higgins@anz.com

1

⁺Class of ⁺securities issued or to be issued

Up to an unlimited amount of Medium Term Notes and Transferable Certificates of Deposit

2

Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

Fixed Rate – A$300,000,000
Floating Rate – A$400,000,000

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)

See Information Memorandum

4

Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted ⁺securities?

New class of 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

Fixed Rate – 100.085

Floating Rate – 100.000

6

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

General corporate purposes

7

Dates of entering ⁺securities into uncertificated holdings or despatch of certificates

17 August 2005

Number

⁺Class

8

Number and ⁺class of all ⁺securities quoted on ASX

Available on request

(including the securities in clause 2 if applicable)

Number

⁺Class

9

Number and ⁺class of all ⁺securities not quoted on ASX

Available on request

(including the securities in clause 2 if applicable)

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/a

Part 2 - Bonus issue or pro rata issue

11

Is security holder approval required?

12

Is the issue renounceable or non-renounceable?

13

Ratio in which the ⁺securities will be offered

14

⁺Class of ⁺securities to which the offer relates

15

⁺Record date to determine entitlements

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17

Policy for deciding entitlements in relation to fractions

18

Names of countries in which the entity has ⁺security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19

Closing date for receipt of acceptances or renunciations

20

Names of any underwriters

21

Amount of any underwriting fee or

commission

22

Names of any brokers to the issue

23

Fee or commission payable to the broker to the issue

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of ⁺security holders

25

If the issue is contingent on ⁺security holders’ approval, the date of the meeting

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28

Date rights trading will begin (if applicable)

29

Date rights trading will end (if applicable)

30

How do ⁺security holders sell their entitlements in full through a broker?

31

How do ⁺security holders sell part of their entitlements through a broker and accept for the balance?

32

How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33

⁺Despatch date

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)

ý

Securities described in Part 1

(b)

o

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

Tick to indicate you are providing the information or documents

35

o

If the ⁺securities 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

o

If the ⁺securities 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

o

A copy of any trust deed for the additional ⁺securities

Entities that have ticked box 34(b)

38

Number of securities for which ⁺quotation is sought

39

Class of ⁺securities for which quotation is sought

40

Do the ⁺securities rank equally in all respects from the date 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

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number

⁺Class

42

Number and ⁺class of all ⁺securities quoted on ASX

(including the securities in clause 38)

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 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.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

•

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.

Sign here:

Date: 16 August 2005

Company secretary

Print name:

John Priestley

1

Issuer:

Australia and New Zealand Banking Group Limited

2

(i)

Series Number:

31

(ii)

Tranche Number:

1

(if fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

Not applicable

3

Specified Currency:

Australian Dollars

4

Aggregate Nominal Amount:

$300,000,000

5

(i)

Issue Price:

100.085 per cent. of the Aggregate Nominal Amount

(ii)

Net proceeds:

$ 300,255,000

6

Specified Denomination(s):

$1,000

7

(i)

Issue Date:

17 August 2005

(ii)

Interest Commencement Date:

Issue Date

8

Maturity Date:

17 August 2015

9

Interest Basis:

From Issue Date to 17 August 2010, Fixed Rate From 17 August 2010 to 17 August 2015, Floating Rate

(Further particulars specified below)

10

Redemption/Payment Basis:

Redemption at Par

11

Change of Interest or Redemption/Payment Basis:

From 17 August 2010 the Securities will attract a Floating Rate of interest

12

Put/Call Options:

The Securities may be redeemed at the option of the Issuer in whole at par on any Interest Payment Date falling on or after 17 August 2010

13

Status of the Securities:

Subordinated Notes

14

Listing:

Australian Stock Exchange

15

Method of distribution:

Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16

Fixed Rate Security Provisions

Applicable

(i)

Rate of Interest:

6.00 per cent. per annum payable semi-annually in arrears during the period commencing on the Issue Date and ending on 17 August 2010

(ii)

Interest Payment Date(s):

17 February and 17 August in each year commencing 17 February 2006 up to 17 August 2010

(iii)

Fixed Coupon Amount[(s)]:

$30.00 per $1,000 on each Interest Payment Date up to an including 17 August 2010

(iv)

Broken Amount(s):

Not Applicable

(v)

Business day Convention:

Following Business Day Convention

(vi)

Day Count Fraction:

RBA Bond Basis

(vii)

Other terms relating to the method of calculating interest for Fixed Rate Securities:

Not Applicable

(viii)

Interest Determination Date

Not Applicable

17

Floating Rate Security Provisions

Applicable

(i)                     Interest Period(s)/Interest Payment Dates/Interest Period Date if not an Interest Payment Date:

3 months during the period commencing on 17 August 2010 and ending on 17 August 2015

(ii)

Business Day Convention:

Modified Following Business Day Convention

(iii)                  Manner in which the Rate(s) of Interest is/are to be determined:

Screen Rate Determination

(iv)                   Calculation Agent responsible for calculating the Rate(s) of Interest and Interest Amount(s):

ANZ Investment Bank

(v)

Screen Rate Determination:

Applicable

• Reference Rate:

3 month BBSW

• Interest Determination Date(s):

The first day of each Interest Period

• Relevant Screen Page:

Reuters screen page BBSW

(vi)

Margin(s):

From 17 August 2010 to 17 August 2015 ⁺0.79 per cent per annum

(vii)

Minimum Rate of Interest:

Not Applicable

(viii)

Maximum Rate of Interest:

Not Applicable

(ix)

Rate Multiplier

Not Applicable

(x)

Day Count Fraction:

Actual/365

(xi)                   Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:

18

Zero Coupon Security Provisions

Not Applicable

19

Index-Linked Interest Security Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

21

Call Option

Applicable

(i)

Optional Redemption Date(s):

Any Interest Payment Date falling on or after 17 August 2010

(ii)                    Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

Outstanding Nominal Amount

(iii)

If redeemable in part:

(a)

Minimum Redemption Amount:

Not Applicable

(b)

Maximum Redemption Amount:

Not Applicable

(iv)                   Notice period (if other than as set out in the Conditions):

As set out in the Conditions

22

Put Option

Not Applicable

23

Final Redemption Amount:

Outstanding Nominal Amount

24

Early Redemption Amount:

Outstanding Nominal Amount

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

25

Form of Securities:

Registered

26

Additional Financial Centre(s) or other special provisions relating to Interest Payment Dates:

Not Applicable

27

Public Offer Test compliant

Yes

28

Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

Not Applicable

29

Consolidation provisions:

Not Applicable

30

Governing law:

State of Victoria

31

Other terms or special conditions:

Not Applicable

DISTRIBUTION

32

If syndicated, names of Lead Managers and the Dealers:

ANZ Investment Bank (Lead Manager and Dealer)

Deutsche Bank AG Royal Bank of Canada UBS AG, Australia Branch (Dealers)

33

If non-syndicated, name of Dealer:

Not Applicable

34

Additional selling restrictions:

The sub-section entitled “Hong Kong” on page 37 of the “Subscription and Sale” section of the Information Memorandum dated 23 April 2004 shall be deleted in its entirety and replaced by the following:

Hong Kong

Each Dealer represents and agrees that:

(a)     it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Securities other than (i) to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or (ii) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(b)     it has not issued or had in its possession for the

purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

OPERATIONAL INFORMATION

35

ISIN:

AUOOOOANZHL3

36

Code

ANZHL

37

Any clearing system(s) other than Austraclear and the relevant identification number(s):

Clearstream Euroclear

By:

By:

Duly Authorised Signatory

Duly Authorised Signatory

PRICING SUPPLEMENT

1

Issuer:

Australia and New Zealand Banking Group Limited

2

(i)

Series Number:

32

(ii)

Tranche Number:

1

(if fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

Not applicable

3

Specified Currency:

Australian Dollars

4

Aggregate Nominal Amount:

$400,000,000

5

(i)

Issue Price:

100 per cent. of the Aggregate Nominal Amount

(ii)

Net proceeds:

$400,000,000

6

Specified Denomination(s):

$1,000

7

(i)

Issue Date:

17 August 2005

(ii)

Interest Commencement Date:

Issue Date

8

Maturity Date:

17 August 2015

9

Interest Basis:

Floating Rate

(Further particulars specified below)

10

Redemption/Payment Basis:

Redemption at Par

11

Change of Interest or Redemption/Payment Basis:

Not applicable

12

Put/Call Options:

The Securities may be redeemed at the option of the Issuer in whole at par on any Interest Payment Date falling on or after 17 August 2010

13

Status of the Securities:

Subordinated Notes

14

Listing:

Australian Stock Exchange

15

Method of distribution:

Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16

Fixed Rate Security Provisions

Not Applicable

17

Floating Rate Security Provisions

Applicable

(i)

Interest Period(s)/Interest Payment Dates/Interest Period Date if not an Interest Payment Date:

3 months

(ii)

Business Day Convention:

Modified Following Business Day Convention

(iii)

Manner in which the Rate(s) of Interest is/are to be determined:

Screen Rate Determination

(iv)

Calculation Agent responsible for calculating the Rate(s) of Interest and Interest

ANZ Investment Bank

Amount(s):

(v)

Screen Rate Determination:

Applicable

• Reference Rate:

3 month BBSW

• Interest Determination Date(s):