Form 20-F þ

Form 40-F

Australia and New Zealand
Banking Group Limited

(Registrant)

By:  

/s/ JOHN PRIESTLEY

Company Secretary

(Signature)*

Name of entity

Australia and New Zealand Banking Group Limited (“ANZ”)

ABN

11 005 357 522

1

+Class of +securities issued or to be issued

Transferable Certificates of Deposit (“TCDs”)

2

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

A$50,000,000 in aggregate Nominal Amount

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 the Information Memorandum of ANZ dated 23 April 2004 in respect of ANZ’s AUD Debt Issuance Program and the Pricing Supplement dated 20 April 2007 for the securities.

4

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

The securities will be fungible with the existing ANZ March 2011 TD33 series; details of the existing series:

·  A$450,000,000

·  Coupon: 6.00% p.a

·  Maturity Date: 1 March, 2011

·  ASX Code: ANZHM

5

Issue price or consideration

6.00% Fixed Rate Securities - Issue Price for the securities is 98.275% of the aggregate nominal amount of the securities (consisting of 97.460% on account of principal and 0.815% on account of accrued interest).

The securities will pay a coupon of 6.00% pa payable semi-annually on 1 March and 1 September of each year with the first Coupon payable on 1 September 2007.

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

20 April 2007

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

1,844,744,534

10,000,000

Ordinary fully paid

2003 ANZ Stapled Exchangeable Preferred Securities

Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

AUD600m Floating Rate TCD due October 2007

AUD500m 5.80% TCD due October 2007

AUD1195m 5.00% TCD due May 2008

AUD600m Floating Rate TCD due May 2008

AUD400m Floating Rate TCD due March 2009

AUD1025m 6.00% TCD due March 2009

AUD800m 6.00% TCD due March 2010

AUD1050m Floating Rate TCD due March 2010

AUD500m 6.00% TCD due March 2011

AUD800m Floating Rate TCD due March 2011

AUD600m 6.50% TCD due November 2011

AUD750m Floating Rate TCD due November 2011

AUD350m 6.50% Subordinated Notes due May 2014

AUD380m Floating Rate Subordinated Notes due May 2014

AUD300m 6.00% Subordinated Notes due August 2015

AUD400m Floating Rate Subordinated Notes due August
2015

AUD300m 6.25% Subordinated Notes due May 2016

AUD300m Floating Rate Subordinated Notes due May 2016

AUD350m 6.50% Subordinated Notes due March 2017

AUD350m Floating Rate Subordinated Notes due March 2017

9

Number and +class of all

26,313,168

Options on issue

+securities not quoted on ASX

(including the securities in clause

2 if applicable)

350,000

2003 Redeemable

Preference Shares

750,000

2003 Redeemable

Preference Shares

(Series 2)

500,000

December 2004 Euro

Preference Shares

10

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

Not Applicable

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 behalf

payable to brokers who lodge

acceptances or renunciations on

of +security holders

25

If the issue is contingent on date of

+security holders’ approval, the

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

34

Type of securities

(tick one)

(a)

x

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

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

x

A copy of any trust deed for the additional +securities
See Amended and Restated Deed Poll dated 23 April 2004

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)

Sign here: 

Date: 20 April 2007

Company Secretary

Print name:

John Priestley

1

Issuer:

Australia and New Zealand Banking Group Limited

2

(i)

Series Number:

33

(ii)

Tranche Number:

2

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

The Securities are to be consolidated with the A$450,000,000 6.00% Fixed Rate Transferable Certificates of Deposit issued on 5 December 2005 and upon issue will form a single Series with a principal amount of A$500,000,000.

3

Specified Currency:

Australian Dollars

4

Aggregate Nominal Amount:

$50,000,000

5

(i) Issue Price:

98.275 per cent of the Aggregate Nominal Amount (consisting of 97.460% on account of principal and 0.815% on account of accrued interest)

(ii) Net proceeds:

A$49,137,500 (98.275% * A$50m)

6

Specified Denomination(s):

$1,000

7

(i)

Issue Date:

20 April 2007

(ii)

Interest Commencement Date:

1 March 2007

8

Maturity Date:

1 March 2011

9

Interest Basis:

6.00 per cent. per annum Fixed Rate (Further particulars specified below)

10

Redemption/Payment Basis:

Redemption at Par

11

Change of Interest or Redemption/Payment Basis:

12

Put/Call Options:

Not applicable

13

Status of the Securities:

Transferable Certificates of Deposit

14

Listing:

Australian Stock Exchange

15

Method of distribution:

Non-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

(ii)

Interest Payment Date(s):

1 September and 1 March in each year commencing 1 September 2007

(iii)

Fixed Coupon Amount[(s)]:

$30 per $1,000 on each Interest Payment Date

(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

Not Applicable

calculating interest for Fixed Rate Securities:

(viii)

Interest Determination Date

Not Applicable

17

Floating Rate Security Provisions

Not Applicable

18

Zero Coupon Security Provisions

Not Applicable

19

Index-Linked Interest Security Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

21

Call Option

Not Applicable

22

Put Option

Not Applicable

23

Final Redemption Amount:

Outstanding Nominal Amount

24

Early Redemption 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:

Not Applicable

33

If non-syndicated, name of Dealer:

Citigroup Global Markets Australia Pty Ltd (Lead Manager)

34

Additional selling restrictions:

Not Applicable

OPERATIONAL INFORMATION

35

ISIN:

AU0000ANZHM1

36

Code

ANZHM

37

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

Securities will be lodged in the Austraclear system. Securities may also be held and transacted in the Euroclear and Clearstream systems

By:

By:

Duly Authorised Signatory

Duly Authorised Signatory