**Exhibit 12**

 

*CERTIFICATION(302)*

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*Exhibit 12.1*

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I, John McFarlane, certify that:

 

1.               I have reviewed this annual report onForm 20-F of Australia and New Zealand Banking Group Limited – the registrant;

 

2.               Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.               The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e)for the registrant and have:

 

(a)                                      designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this annual report is being prepared;

 

(b)                                     evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; and

 

(c)                                      disclosed in thisannual report any change in the registrant’s internal control over financialreporting that occurred during the period covered by this annual reporting thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting;

 

5.               The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a)                                      all significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b)                                     any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls over financial reporting.

 

Dated: December 19, 2005

 

 

/s/ J McFarlane

J McFarlane

Chief Executive Officer

 

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*Exhibit 12.2*

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I, Peter R Marriott, certify that:

 

1.               I have reviewed this annual report onForm 20-F of Australia and New Zealand Banking Group Limited – the registrant;

 

2.               Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.               The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e)for the registrant and have:

 

(a)          designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

 

(b)         evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this report based on suchevaluation; and

 

(c)          disclosed in this annual report anychange in the registrant’s internal control over financial reporting thatoccurred during the period covered by this annual reporting that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

 

5.               The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a)          all significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

(b)         any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls over financial reporting.

 

Dated: December 19, 2005

 

 

/s/ P R Marriott

P R Marriott

Chief** **Financial Officer

 

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