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 18 May 2006

1

⁺Class of ⁺securities issued or to be issued

Transferable Certificates of Deposit

2

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

A$150,000,000 in aggregate principal 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 to ANZ’s AUD Domestic Debt Issue Program and the pricing supplement for the securities.

4

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

The securities will rank equally in all respects from date of allotment, and will be fungible with existing Transferable Certificates of Deposit of the March-2009 series issued by ANZ; details of the three tranches of the existing series of Transferable certificates of Deposits which were previously issued are:

•      A$675,000,000 (Tranche 1)

•      A$100,000,000 (Tranche 2)

•      A$100,000,000 (Tranche 3)

•      Coupon: 6.00% pa

•      Issue Date (Tranche 1): 2/3/2004

•      Issue Date (Tranche 2): 28/11/2005

•      Issue Date (Tranche 3): 14/2/2006

•      Maturity Date: 2/3/2009

•      ASX Code: ANZHC

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

Issue price (including accrued interest) for the securities is 100.504% of the aggregate principal amount of the securities. Fixed rate interest of 6.00% is payable on the securities.

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

16 May 2006

Number

⁺Class

8

Number and ⁺class of all ⁺securities quoted on ASX (including the

Available on request

securities in clause 2 if applicable)

Number

⁺Class

9

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

Available on request

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)

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 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 May 2006

Company secretary

Print name:

John Priestley

1

Issuer:

Australia and New Zealand Banking Group Limited

2

(i)

Series Number:

16

(ii)

Tranche Number:

4

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

Fungible with:

Series No 16, Tranche No. 1 issued on 2  March 2004 in an Aggregate Nominal Amount of A$675,000,000 and maturing on 2 March 2009;

Series No 16, Tranche No. 2 issued on 28  November 2005 in an Aggregate Nominal Amount of A$100,000,000 and maturing on 2 March 2009; and

Series No 16 Tranche No. 3 issued on 14  February 2006 in an Aggregate Nominal Amount of A$100,000,000 and maturing on 2 March 2009.

3

Specified Currency:

Australian Dollars

4

Aggregate Nominal Amount:

$150,000,000

5

(i)

Issue Price:

100.504 per cent of the Aggregate Nominal Amount  (including accrued interest equal to 1.2230% of the Aggregate Nominal Amount)

(ii)

Net proceeds:

$150,756,000

6

Specified Denomination(s):

$1,000

7

(i)

Issue Date:

16 May 2006

(ii)

Interest Commencement Date:

2 March 2006

8

Maturity Date:

2 March 2009

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:

Not applicable

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):

2 March and 2 September in each year commencing 2

September 2006

(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 calculating interest for Fixed Rate Securities:

Full Fixed Coupon Amount payable on 2 September 2006

(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:

Not Applicable

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:

Australia and New Zealand Banking Group Limited

34

Additional selling restrictions:

Not Applicable

OPERATIONAL INFORMATION

35

ISIN:

AU0000ANZHC2

36

Code

ANZHC

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:

/s/ Rick Moscati

Attorney