UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT 1934

For the month of ~~May~~November, 2005

COLES MYER LTD.

(Translation of registrant's name into English)

800 TOORAK ROAD, TOORONGA, VICTORIA, AUSTRALIA

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form the registrant is also thereby furnishing the information to the Commission pusuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

COLES MYER LTD.

(Registrant)

By /s/ R F BENNETT

(Signature)

ROBERT F BENNETT

COMPANY SECRETARIAT MANAGER

Date ~~May~~November 2322, 2005

~~Coles~~COLES ~~Myer~~MYER ~~Ltd.~~LTD ANNUAL GENERAL MEETING 17 NOVEMBER 2005

~~ABN~~PROXY 11VOTES ~~004~~AND ~~089~~RESULTS ~~936~~OF VOTING

~~800~~For ~~Toorak~~each ~~Road~~motion the total number of votes exercisable by all validly appointed proxies, ~~Tooronga~~and the results of voting on each motion, ~~3146~~were as follows:

~~Telephone~~Item ~~(03)~~3 ~~9829~~- ~~3111~~To adopt the Remuneration Report

~~Facsimile~~Votes ~~(03)~~where ~~9829~~the ~~6787~~proxy was directed to vote 'for' the motion 503,941,036

~~Postal~~Votes ~~Address:~~where POthe ~~Box~~proxy ~~2000,~~was ~~Glen~~directed ~~Iris,~~to ~~3146~~vote 'against' the motion 82,159,053

~~News~~Votes ~~Release~~where the proxy may exercise a discretion how to vote 22,607,571

23Votes ~~May~~where ~~2005~~the proxy was directed to abstain from voting on the motion 4,559,294

~~Coles~~The ~~Myer~~motion ~~Share~~was ~~Buy-Back~~CARRIED as an ordinary resolution on a show of hands.

~~Off~~Item 4 -~~market~~ ~~buy~~To approve an increase in the non-~~back~~executive ~~price~~directors' ~~$8.30~~remuneration cap

~~9.2%~~Votes ~~discount~~where tothe ~~Friday's~~proxy ~~closing~~was ~~price~~directed ofto ~~$9.14~~vote 'for' the motion 515,629,598

~~70.4~~Votes ~~million~~where ~~shares~~the ~~bought~~proxy ~~back~~was ~~for~~directed ato ~~total~~vote of'against' ~~$585~~the ~~million~~motion 74,595,503

~~Fully~~Votes ~~franked~~where ~~dividend~~the ~~for~~proxy ~~tax~~may ~~purposes~~exercise ofa ~~$5.30~~discretion how to vote 12,078,218

~~Deemed~~Votes ~~sale~~where ~~consideration~~the ~~for~~proxy ~~capital~~was ~~gains~~directed ~~tax~~to ~~purposes~~abstain offrom ~~$3.84~~voting on the motion 2,134,879

~~On-market~~The ~~buy-back~~motion ofwas upCARRIED toas 15an ~~million~~ordinary ~~shares~~resolution on a show of hands.

~~Coles~~Item ~~Myer~~5 ~~Ltd today announced results of the company's off~~-~~market~~ ~~share~~To ~~buy-back~~approve ~~and~~a ~~its~~grant ~~intention~~of to170,000 ~~buy~~performance ~~back~~shares up to 15the ~~million~~CEO, ~~shares~~Mr onJohn ~~market.~~Fletcher

~~Under~~Votes where the ~~off-market~~proxy ~~buy-back~~was adirected ~~total~~to ofvote ~~70.4 million shares were bought back~~ 'for ~~$585 million - approximately 5.7% of Coles Myer~~'s ~~shares~~the ~~on issue. Shareholders will be paid $8.30 for each share bought back.~~ motion 497,918,575

~~Coles~~Votes ~~Myer~~where ~~CEO, John Fletcher, described~~ the ~~buy-back~~proxy aswas adirected ~~strong outcome, delivering benefits~~ to ~~all~~vote ~~shareholders~~'against' ~~and~~ the ~~company. "The buy-back delivers on Coles Myer's commitment to returning surplus capital to shareholders and forms part of an on going capital management program.~~motion 90,391,262

~~"The~~Votes ~~buy-back~~where ~~price~~the ~~was~~proxy ~~set~~may atexercise a ~~level~~discretion ~~that~~how ~~allows Coles Myer~~ to ~~optimise the effect of the buy-back for the benefit of Coles Myer and its shareholders.~~vote 21,547,797

~~"The~~Votes ~~component~~where of the ~~buy-back~~proxy ~~price~~was ~~which~~directed ~~is treated as a fully franked dividend will deliver significant value~~ to ~~shareholders~~abstain ~~whose~~from ~~shares~~voting ~~are bought back. For those who retain their holding, Coles Myer's purchase of shares at a discount to market price is expected to improve earnings per share and return~~ on ~~equity~~the ~~over time~~motion 3,~~" he said~~410,420

The ~~amount~~motion ofwas ~~$8.30~~CARRIED ~~paid~~as ~~for~~an ~~each~~ordinary ~~share~~resolution ~~bought~~on ~~back includes~~ a ~~component~~show ~~that is treated as a fully franked dividend~~ of $5hands.~~30. For capital gains tax purposes, Australian residents and complying superannuation funds whose shares are bought back will be deemed to have disposed of each share for $3.84.~~

~~The~~Item ~~buy-back price represents~~ 6(a) ~~9.2%~~- ~~discount~~To tore-elect ~~the~~Mr ~~closing~~Tony ~~price~~Hodgson ofas ~~$9.14 on Friday 20 May 2005 and~~ a ~~7.0% discount to the 5 day volume weighted average price of $8.92.~~ director

~~All~~Votes ~~shares~~where ~~tendered in~~ the ~~buy-back~~proxy aswas adirected ~~final~~to ~~price~~vote ~~tender,~~'for' atthe ~~or below $8.30 were bought back.~~motion 515,375,457

~~Shares~~Votes ~~tendered~~where ~~into~~ the ~~buy-back~~proxy atwas adirected ~~price above $8.30 were not bought back. These shares are now available for shareholders~~ to ~~deal~~vote ~~with~~'against' atthe ~~their discretion.~~motion 2,253,959

~~Payment~~Votes ~~for~~where ~~shares purchased in~~ the ~~buy-back~~proxy ~~will~~may beexercise ~~made~~a ondiscretion 27how ~~May 2005~~ to ~~shareholders' nominated bank accounts or otherwise sent by mail.~~ vote 23,958,445

~~Shareholders~~Votes ~~may~~where ~~view~~the ~~updated~~proxy ~~details~~was ofdirected ~~their holding online at www.colesmyer.com/buyback. Shareholders may address any queries in relation~~ to ~~their~~abstain ~~tender~~from byvoting ~~contacting~~on the ~~Coles Myer shareholder information line on 1300 130 278 or +61 3 9615 9134 if calling from outside Australia.~~ motion 71,679,043

~~Coles~~The ~~Myer~~motion ~~also~~was ~~said~~CARRIED itas ~~intended~~an toordinary ~~buy~~resolution ~~back~~on ~~up to~~ a ~~further~~show ~~15 million shares on-market. The on-market buy-back will commence after 6 June 2005 and is consistent with Coles Myer's intention to buy back around $700 million~~ of ~~shares from shareholders~~hands.

~~Further~~Item ~~enquiries:~~6(b) - To re-elect Ms Sandra McPhee as a director

~~Media Scott~~Votes ~~Whiffin 03~~where ~~9829~~the ~~5548~~proxy was directed to vote 'for' the motion 515,448,427

~~Analysts John~~Votes Diwhere ~~Tirro 03~~the ~~9829~~proxy ~~4521~~was directed to vote 'against' the motion 71,775,680

Votes where the proxy may exercise a discretion how to vote 23,942,951

Votes where the proxy was directed to abstain from voting on the motion 2,099,946

The motion was CARRIED as an ordinary resolution on a show of hands.

Item 6(c) - To re-elect Mr Michael Wemms as a director

Votes where the proxy was directed to vote 'for' the motion 515,034,871

Votes where the proxy was directed to vote 'against' the motion 71,992,271

Votes where the proxy may exercise a discretion how to vote 24,080,617

Votes where the proxy was directed to abstain from voting on the motion 2,159,145

The motion was CARRIED as an ordinary resolution on a show of hands.

Item 6(d) - To elect Ms Belinda Hutchinson as a director

Votes where the proxy was directed to vote 'for' the motion 515,305,771

Votes where the proxy was directed to vote 'against' the motion 2,382,046

Votes where the proxy may exercise a discretion how to vote 23,968,717

Votes where the proxy was directed to abstain from voting on the motion 71,609,183

The motion was CARRIED as an ordinary resolution on a show of hands.

Item 7 - To alter the Company's constitution

Votes where the proxy was directed to vote 'for' the motion 510,704,673

Votes where the proxy was directed to vote 'against' the motion 73,346,315

Votes where the proxy may exercise a discretion how to vote 25,149,668

Votes where the proxy was directed to abstain from voting on the motion 4,065,401

The motion was CARRIED as a special resolution on a show of hands.

Tim Hammon

Company Secretary

17 November 2005

Filing Compare · COLES GROUP LTD