**Exhibit 12.2**

I, Peter R Marriott,certify that:

1.                   I have reviewed this annual report on Form 20-F ofAustralia and New Zealand Banking Group Limited-the company;

2.                   Based on my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

3.                   Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the company as of, and for, the periods presented in this report;

4.                   The company’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15(d)-15 (f)) for the company and have:

(a)           designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

(b)          designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

(c)           evaluated the effectiveness of the company’sdisclosure controls and procedures and presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresas of the end of the period covered by this report based on such evaluation;and

(d)          disclosed in this annual report any change in thecompany’s internal control over financial reporting that occurred during theperiod covered by this annual reporting that has materially affected, or isreasonably likely to materially affect, the company’s internal control overfinancial reporting.

5.                   The company’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the company’s auditors and the audit committee of thecompany’s board of directors (or persons performing the equivalent function):

(a)        all significant deficiencies and material weaknessesin the design or operation of internal controls over financial reporting whichare reasonably likely to adversely affect the company’s ability to record,process, summarize and report financial information; and

(b)       any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the company’sinternal controls over financial reporting.

Dated: January 8, 2007

 

 

/s/ P R Marriott

P R MarriottChief Financial Officer

----