UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

(	)	REGISTRATION STATEMENT PURSUANT TO SECTION 12 (b) OR

(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

(	X	)	ANNUAL REPORT PURSUANT TO SECTION 13 OR

15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JULY 28, 2002

OR

(	)	TRANSITION REPORT PURSUANT TO SECTION 13 OR

15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM          TO

Commission file number: 0-16413

COLES MYER LTD.

Australian Business Number 11 004 089 936

(Exact name of Registrant as specified in its charter)

VICTORIA, AUSTRALIA

(Jurisdiction of incorporation or organization)

800 TOORAK ROAD, TOORONGA, VICTORIA 3146 AUSTRALIA

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12 (b) of the Act.

Title of each class	Name of each exchange on which registered

Ordinary Shares	New York Stock Exchange*

American Depositary Shares**	New York Stock Exchange

*	Not for trading but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

**	Evidenced by American Depositary Receipts, each American Depositary Share representing eight Ordinary Shares.

Securities registered or to be registered pursuant to Section 12 (g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer''s classes of capital or common stock as of the close of the period covered by the Annual Report.

Fully Paid Ordinary Shares	1,184,579,882

Partly Paid Ordinary Shares paid up to A$0.01 per share	128,000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes		X		No			
Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17				Item 18		X	**TABLE OF CONTENTS

	Page**
	*Certain Definitions*	1

	*Forward-Looking Statements*	1
*PART I	ITEM 1	Identity of Directors, Senior Management and Advisers	1

	ITEM 2	Offer Statistics and Expected Timetable	1

	ITEM 3	Key Information	1

	ITEM 4	Information on the Company	5

	ITEM 5	Operating and Financial Review and Prospects	20

	ITEM 6	Directors, Senior Management and Employees	31

	ITEM 7	Major Shareholders and Related Party Transactions	44

	ITEM 8	Financial Information	47

	ITEM 9	The Offer and Listing	47

	ITEM 10	Additional Information	48

	ITEM 11	Quantitative and Qualitative Disclosures 

		  about Market Risk	57

	ITEM 12	Description of Securities Other than Equity Securities	57
*PART II	ITEM 13	Defaults, Dividend Arrearages and Delinquencies	57

	ITEM 14	Material Modifications to the Rights of 

		  Security Holders and Use of Proceeds	57
*PART III	ITEM 15	[Reserved] 	58

	ITEM 16	[Reserved]	58
*PART IV	ITEM 18	Financial Statements	58

	ITEM 19	Exhibits	58
** 

CERTAIN DEFINITIONS**
The fiscal year of Coles Myer Ltd. (the ""Company"", ""Coles Myer"" ""CML"" or ""CML Group"", which, unless the context otherwise requires, includes Coles Myer Ltd. and its consolidated entities) ends on the last Sunday in July each year.  The fiscal year ended July 28, 2002 is referred to in the text of this Annual Report as ""2002"", and other fiscal years are referred to in a corresponding manner.  In the Financial Statements included in Item 18, the financial year 2001-02 is also referred to as 2002, and similarly for other years, except where otherwise stated.  See also ""Glossary of Terms"" for descriptions of certain terms used in this Annual Report.

In this Annual Report, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Australian dollars (""A$"").
**FORWARD-LOOKING STATEMENTS****
This Annual Report on Form 20-F contains certain forward-looking statements, including statements regarding the expected outlook for the retail trading environment in Australia, expectations as to future store openings, refurbishments and anticipated capital expenditures.  Coles Myer can give no assurances that the actual results will not differ materially from the statements contained herein.  Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Coles Myer, which may cause actual results to differ materially from those expressed in the statements contained herein.  Any such forward-looking statements speak only as of the date of this annual report.  In the absence of a specific legal obligation to the contrary, Coles Myer undertakes no responsibility to publicly announce the result of any revisions to any forward-looking statements contained herein to reflect future developments or events.
**
Risk factors, which may affect Coles Myer''s future performance, are discussed in Item 3.
**
 
**ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS**
Not applicable.

 
**ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE**
Not applicable.

 
**ITEM 3	KEY INFORMATION*****A.	SELECTED FINANCIAL DATA***
The selected income statement data for 2000 through 2002, and the selected balance sheet data at July 29, 2001 and July 28, 2002 set forth below (other than percentages) are derived from the audited consolidated financial statements of Coles Myer included in this Annual Report.  They should be read in conjunction with, and are qualified in their entirety by reference to, those statements, including the Notes thereto.  The selected income statement data for the years 1998 and 1999 and the selected balance sheet data at July 26, 1998, July 25, 1999 and July 30, 2000 set forth below (other than percentages) are derived from audited consolidated financial statements of Coles Myer which are not included herein.  Coles Myer''s consolidated financial statements are prepared in accordance with accounting principles generally accepted in Australia (""Australian GAAP""), which vary in certain material respects from accounting principles generally accepted in the United States (""U.S. GAAP"").  A reconciliation to U.S. GAAP is set out in Note 30 of the Notes to the Company''s Consolidated Financial Statements.

 

It should be noted that results for 2000 reflect 53 trading weeks compared to 52 trading weeks for the other fiscal years indicated.  This is because the Company''s fiscal year ends on the last Sunday in July each year, and as a result, approximately every six years an extra trading week is included in the Company''s consolidated results for that fiscal year.
**Amounts in Accordance with Australian GAAP** 
2002(1)
2002
2001
2000(2)
1999
1998 
US$
A$
A$
A$
A$
A$ 
(In millions, except per share amounts)       
Income Statement Data:             
Sales (3)
13,794.8
25,688.7
23,779.6
24,159.9
22,438.1
20,587.6
Percent increase/(decrease) from prior year****