FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report to Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of ~~July~~August, 2003

Commission File Number:

Origin Energy Limited

(Translation of registrant’s name into English)

Level 39

AMP Centre

50 Bridge Street

SYDNEY NSW 2000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover 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~~Form6-K in paper as permitted by Regulation S-T Rule 101(b)(1)(7):

Note: Regulation S-T Rule 101(b)(1)(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 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant 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-

INDEX TO EXHIBITS

Item 1. ~~Appendix~~ASX 3Bannouncement ~~New~~“Results ~~Issue~~for ~~Announcement~~Year ~~dated~~ended ~~July~~June 130, 2003” ~~2. Appendix 3B New Issue Announcement~~ dated ~~July~~August 220, 2003 32. ~~ASX~~Media Release “~~Origin~~Strong ~~Energy~~contributions ~~announces~~by anexisting ~~offer~~businesses toand ~~acquire~~recent ~~Oil~~acquisitions ~~Company~~drive of26% ~~Australia~~increase ~~Limited~~in net profit” dated ~~July~~August 1120, 2003 43. ~~ASX~~Directors’ ~~announcement~~Report ~~“Substantial Holder – Change~~ of ~~Interests”~~Results ~~regarding~~for the ~~registrant’s~~year ~~holding~~ended inJune ~~Magellan Petroleum Australia Limited dated July 11~~30, 2003 ~~5. Appendix 3B New Issue Announcement~~ dated ~~July~~August 1420, 2003 64. ASX ~~announcement~~Appendix ~~“Substantial~~Form ~~Holder~~4E –Final ~~Change~~Report ~~of Interests” regarding the registrant’s holding in Oil Company of Australia Limited~~ dated ~~July~~August 1520, 2003 75. ASX ~~Release~~announcement “~~Hovea~~Results 8Announcement ~~Progress~~year ~~Report,~~ended ~~Onshore~~June ~~Perth Basin~~30, ~~Western~~2003 ~~Australia~~– Presentation” dated ~~July~~August 2120, 2003 86. ~~Appendix~~Final 3BResults ~~New Issue~~ Announcement ~~dated~~full ~~July~~year ~~23,~~ended ~~2003~~June ~~9. ASX Release “Hovea 8 Progress Report~~30, ~~Onshore Perth Basin, Western Australia” dated July 24,~~ 2003 ~~10.~~presentation ~~ASX Release “Origin Energy adds to offshore Otway acreage”~~ dated ~~July~~August 3020, 2003 117. ASX ~~Release~~announcement “~~Report~~Exploration ~~for~~and ~~the~~Production ~~quarter ended June 30, 2003~~Presentation” dated ~~July~~August 3121, 2003 128. ~~ASX~~Exploration ~~Release~~and ~~“Hovea~~Production 8Presentation ~~Progress Report, Onshore Perth Basin, Western Australia”~~ dated ~~July~~August 3121, 2003

The information contained in this report is incorporated by reference into the Registration Statement on Form F-3 (file no. 333-103886).

LOGO

Item. 1.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

To	Company Announcements Office	Facsimile	1300 300 021

Company	Australian Stock Exchange Limited	Date	20 August 2003

From	Bill Hundy	Pages	44

Subject	Results for Year Ended 30 June 2003

~~APPENDIX~~This 3BTransmittal is confidential. If you have received this document in error, please contact Origin Energy immediately.

~~New~~We ~~issue~~attach ~~announcement,~~the following documents relating to Origin Energy’s Results for the year ended 30 June 2003:

~~application for~~1. ~~quotation~~Media ofRelease ~~additional securities~~

~~and~~2. ~~agreement~~Directors’ Review

~~Information or documents not available now must be given to ASX as soon as available~~3. ~~Information~~Final ~~and~~Report ~~documents~~– ~~given to~~ ASX ~~become ASX’s~~Appendix ~~property~~4E ~~and may be made public.~~

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

ORIGIN ENERGY LIMITED

ABN

30 000 051 696

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1		+Class of +securities issued or to be issued		Options to acquire ordinary fully paid shares
2		Number of +securities issued or to be issued (if known) or maximum number which may be issued		50,000

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) Exercise price $3.56 expiring on or before 19 December 2007

4	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	Yes
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Pursuant to the rules of the Origin Energy Senior Executive Option Plan
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	30 June 2003
		Number	+Class
8	Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	657,709,751	Ordinary

		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	11,512,000	Options
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Options do not participate in dividends
Part 2 - Bonus issue or pro rata issue
11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the +securities will be offered	N/A
14	+Class of +securities to which the offer relates	N/A
15	+Record date to determine entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A

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.		N/A
19		Closing date for receipt of acceptances or renunciations		N/A

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	N/A
25	If the issue is contingent on +security holders’ approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

30		How do +security holders sell their entitlements in full through a broker?		N/A
31		How do +security holders sell part of their entitlements through a broker and accept for the balance?		N/A

32		How do +security holders dispose of their entitlements (except by sale through a broker)?		N/A
33		+Despatch date		N/A

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)	x	Securities described in Part 1
(b)	¨	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

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

35		¨		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		¨		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 ¨ A copy of any trust deed for the additional +securities

(now go to 43)

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)

(now go to 43)

All entities

Fees

43	Payment method (tick one)
	¨	Cheque attached
	¨	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	x	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

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: 1 July 2003

Company Secretary

Print name: William M Hundy

Item. 2

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

APPENDIX 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

ORIGIN ENERGY LIMITED

ABN

30 000 051 696

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1		+Class of +securities issued or to be issued		Ordinary Fully Paid Shares
2		Number of +securities issued or to be issued (if known) or maximum number which may be issued		14,050

4	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	Yes
5	Issue price or consideration	$1.76
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued as a result of the exercise of Options issued pursuant to the rules of the Origin Energy Senior Executive Option Plan (previously the Boral Limited Senior Executive Option Plan)
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	2 July 2003
		Number	+Class
8	Number and +class of +all securities quoted on ASX (including the securities in clause 2 if applicable)	657,723,801	Ordinary

		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	11,497,950	Options
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	All Shares Participate Equally
Part 2 - Bonus issue or pro rata issue
11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the +securities will be offered	N/A
14	+Class of +securities to which the offer relates	N/A
15	+Record date to determine entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A

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.		N/A
19		Closing date for receipt of acceptances or renunciations		N/A

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	N/A
25	If the issue is contingent on +security holders’ approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

30		How do +security holders sell their entitlements in full through a broker?		N/A
31		How do +security holders sell part of their entitlements through a broker and accept for the balance?		N/A

32		How do +security holders dispose of their entitlements (except by sale through a broker)?		N/A
33		+Despatch date		N/A

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)	x	Securities described in Part 1
(b)	¨	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

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information

or documents

35		¨		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		¨		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 ¨ A copy of any trust deed for the additional +securities

(now go to 43)

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)

(now go to 43)

All entities

Fees

43	Payment method (tick one)
	¨	Cheque attached
	¨	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	x	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

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

• 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.

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.

Sign here: Date: 2 July 2003

Company Secretary

Print name: William M Hundy

Item. 3

ASX Release

11 July 2003

Origin Energy announces an offer to acquire Oil Company of Australia Limited

Origin Energy Limited (“Origin”) advises that it proposes to make an off market cash offer of $4.25 per share to acquire all the ordinary shares in Oil Company of Australia Limited (“OCA”) that it does not already own.

The offer will not be subject to any defeating conditions.

Origin currently holds 85.23% of the issued capital of OCA. Under a pre-bid agreement with Santos Ltd, Santos has agreed to accept the offer in respect of 2.9 million shares, giving Origin a relevant interest in 87.69% of the issued capital of OCA.

For further information contact:

Mr Bruce Beeren

Executive Director, Commercial

Origin Energy Limited

Telephone: (02) 9220 6301

Mobile Phone: 0419 617 901

Item. 4

To	Company Announcements Office	Facsimile	1300 300 021
Company	Australian Stock Exchange	Date	11 July 2003
From	Bill Hundy	Pages	31
Subject	SUBSTANTIAL HOLDER – CHANGE OF INTERESTS

We wish to advise that the substantial shareholding of Origin Energy Limited group in Magellan Petroleum Australia Limited (MAG) has altered and attach the Form 604 Notice of Change of Interests of Substantial Holder.

Regards

LOGO

Bill Hundy

Company Secretary

02 9220 6467 – bill.hundy@originenergy.com.au

LOGO

Copy to:		Company Secretary
Magellan Petroleum Australia Limited
10th Floor
145 Eagle Street
BRISBANE QLD 4000

Item 2.

~~604 page~~Media ~~1/2 15~~Release ~~July 2001~~

~~Form~~20 ~~604~~August 2003

~~Corporations~~Strong ~~Act~~contributions ~~2001~~by existing businesses and recent acquisitions drive 26% increase in net profit

~~Section~~Origin ~~671B~~Energy announced today a profit after tax and outside equity interests of $162 million for the year ended 30 June 2003, a 26% increase on the profit for the same period last year. Earnings per share increased by 23% to 24.8 cents.

~~Notice of~~Highlights ~~change of interests of substantial holder~~

To Company Name/Scheme		Magellan Petroleum Australia Limited
ACN/ARSN		ACN 009 728 581
1. Details of substantial holder (1)
Name		Origin Energy Limited
ACN/ARSN (if applicable)		ACN 000 051 696

•

Revenue up 38% to $3,352 million.

There was a change in the interests of the substantial holder on		During the period 18 /09 /1996 –10/ 07 /2003
The previous notice was given to the company on		29 / 10 / 1993
The previous notice was dated		28 / 10 / 1993

•

EBITDA up 21% to $491.3 million.

2.• ~~Previous~~Net ~~and~~profit ~~present~~after ~~voting power~~tax up 26% to $162 million.

~~The~~• ~~total~~Free ~~number~~cash offlow ~~votes~~up ~~attached~~37% to ~~all~~$350 the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: million.

Class of securities (4)	Previous notice			Present notice
	Person’s votes	Voting power (5)		Person’s votes	Voting power (5)
Fully paid ordinary shares of $0.50 each	8,041,608	18.08	%	6,782,138	14.53	%

•

Earnings per share increased 23% to 24.8 cents per share.

3.• ~~Changes~~Capital inexpenditure ~~relevant~~up ~~interests~~ 30% to $523 million.

~~Particulars~~• ofStrong ~~each~~balance ~~change~~sheet ~~in,~~with ornet ~~change~~debt into ~~the~~capitalisation ~~nature~~ of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: 29%.

Date ofchange		Person whose relevantinterest changed		Nature of change (6)		Consideration givenin relation to change (7)		Class and number ofsecurities affected		Person’s votesaffected
18/9/96 to 29/10/98		Sagasco Amadeus PtyLimited		Sale of fully paidordinary shares onmarket and receiptof bonus issue		See Annexure “A”		Net 59,470 See Annexure “A”		Net 59,470 See Annexure “A”

•

Total dividends for the full year of 10 cents per share franked to 4 cents.

~~10/07/2003~~• ~~Sagasco~~Dividend ~~Amadeus~~Reinvestment ~~PtyLimited~~Plan ~~Sale~~2.5% ofdiscount ~~shares~~to ~~toMagellan PetroleumCorporation (seeAnnexures “A” & “B”) Issue of 1,300,000shares in MagellanPetroleumCorporation 1,200,000 1,200,000~~apply.

4.In ~~Present~~announcing ~~relevant~~the ~~interests~~final dividend the Chairman, Mr Kevin McCann said “Based on the strength of the company’s current and expected cash flows Directors had previously advised of their intention to target dividend payments at around 40% of earnings per share.

~~Particulars~~“In ofline ~~each~~with ~~relevant~~this ~~interest~~objective, we are pleased to announce a 5 cent final dividend franked to 2 cents will be paid on 3 October 2003 to shareholders of ~~the~~record ~~substantial~~on ~~holder~~19 inSeptember ~~voting~~2003 for which the dividend ~~securities~~reinvestment ~~after~~plan (DRP) will apply. A 2.5% discount under the ~~change~~DRP ~~are~~will asapply ~~follows:~~for this dividend.

Holder of relevant interest		Registered holder ofsecurities		Person entitled to beregistered as holder (8)		Nature of relevantinterest (6)		Class and numberof securities		Person's votes
Origin Energy Limited		Sagasco Amadeus PtyLimited		N/A		Holder of fully paidordinary shares		6,782,138		6,782,138

This brings total dividends for the year to 10 cents per share (four cents franked), a doubling of the dividend paid last year.” Mr McCann said.

~~604 page~~The ~~2/2 15~~increased ~~July~~profit ~~2001~~for the year has been mainly driven by contributions from the retail business reflecting the acquisition of CitiPower and good returns from electricity purchase contracts. Initial contributions from oil production in the Perth Basin and the Mt Stuart Power Station also boosted results.

5Commenting on the result, Managing Director Mr Grant King said “The Retail business increased contribution to EBITDA by 39% to $232 million. ~~Changes~~Our investments in ~~association~~the electricity retail business in particular have delivered results with energy retailing contributing close to half of our total EBITDA.”

~~The~~“A ~~persons~~particularly ~~who~~pleasing ~~have~~feature ~~become~~of ~~associates~~this ~~(2)~~year’s ~~of,~~result ~~ceased~~has tobeen bethe ~~associates~~strength of, orthe Company’s ~~have~~cash ~~changed~~flow ~~the~~which ~~nature~~has oflargely ~~their~~funded ~~association~~capital ~~(9)~~expenditure ~~with,~~of ~~the~~$523 ~~substantial~~million. ~~holder~~Borrowings inincreased ~~relation~~by ~~to voting~~only ~~interests~~$99 inmillion ~~the~~with ~~company~~gearing orat ~~scheme~~year ~~are~~end asa ~~follows:~~modest 29%,” he said.

~~Name~~Commenting ~~and~~on ~~ACN/ARSN~~the ~~(if~~outlook ~~applicable)~~for ~~Nature~~the coming year, Mr King said: “While retail earnings will benefit from reduced costs following the integration of ~~association~~recently N/acquired businesses and the cessation of agency payments to the Victorian Government, higher electricity purchasing costs will offset these gains. A significant increase in oil production from the Hovea and Jingemia fields in the Perth Basin and a full year contribution from the Mt Stuart Power Station will add to performance.”

6“Looking further ahead, the prospects for the company remain strong with development of the BassGas Project, Otway Gas Project, SEA Gas Pipeline and Coal Seam Gas on schedule and within budgeted costs. ~~Addresses~~These projects will all contribute to growth in the medium term.”

“The company’s ~~addresses~~modest gearing and strong cash flow sees the company well placed to fund our major capital projects and take advantage of ~~persons~~opportunities ~~named~~that incontinue ~~this~~to ~~form~~arise ~~are~~in asthe ~~follows:~~energy sector.”

Name		Address
Origin Energy Limited		Level 39, AMP Centre 50 Bridge Street, Sydney, NSW, 2000
Sagasco Amadeus Pty Limited		Level 39, AMP Centre 50 Bridge Street, Sydney, NSW, 2000
Magellan Petroleum Australia Limited		Level 10 145 Eagle Street, Brisbane, QLD, 4000
Magellan Petroleum Corporation		Unit 31, Oak Park 149 Durham Road, Madison, Connecticut, USA, 06443

“Taking these factors into account the outlook for the coming year is for Origin to achieve its long-term target for growth in earnings per share of 10-15% per annum.”

~~Signature~~For ~~print~~further ~~name~~information ~~capacity~~on ~~sign~~this ~~here~~media ~~date~~release, /please /contact:

DIRECTIONS

Mr Grant King		Mr Angus Guthrie
Managing Director		Manager, Investor Relations
Origin Energy		Origin Energy
Telephone: (02) 9220 6435		Telephone: (02) 9220 6558

LOGO

~~(1)~~Item ~~If there are a number of substantial holders with similar or related relevant interests (eg~~3. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

~~(2)~~20 ~~See~~August ~~the~~2003 ~~definition of “associate” in section 9 of the Corporations Act 2001.~~

~~(3)~~Directors’ ~~See~~Review ~~the definition~~ of ~~“relevant~~Results ~~interest”~~for inthe ~~sections~~year ~~608~~ended ~~and~~30 ~~671B(7)~~June of2003 ~~the Corporations Act 2001.~~

~~(4)~~ The ~~voting~~Directors ~~shares~~submit oftheir areview ~~company~~of ~~constitute~~the ~~one~~results ~~class~~for ~~unless~~the ~~divided~~year ~~into~~ended ~~separate~~30 ~~classes~~June 2003.

~~(5)~~Financial ~~The~~Review ~~person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.~~

~~(6)~~Profit ~~Include~~and ~~details~~Dividend ~~of:~~Declaration

~~(a)~~Origin ~~any~~Energy ~~relevant~~reported ~~agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies,~~ a ~~copy~~net ofprofit ~~any~~after ~~document~~tax ~~setting~~and ~~out~~outside ~~the~~equity ~~terms~~interests of ~~any~~$162.0 ~~relevant~~million for ~~agreement, and a statement by~~ the ~~person~~year ~~giving~~ended ~~full~~30 ~~and~~June ~~accurate details of any contract~~2003, ~~scheme or arrangement, must accompany this form, together with~~ a ~~written~~26% ~~statement~~increase ~~certifying~~on ~~this~~the ~~contract,~~profit ~~scheme~~in orthe ~~arrangement;~~prior ~~and~~year.

~~(b)~~Earnings ~~any~~per ~~qualification~~share ofincreased ~~the~~by ~~power~~23% to 24.8 cents per share. A final dividend of a5 ~~person~~cents toper ~~exercise~~share, ~~control~~franked ~~the~~to ~~exercise~~2 ofcents, orwill ~~influence~~be ~~the~~paid ~~exercise~~on 3 October 2003 to shareholders of, ~~the~~record ~~voting~~on ~~powers~~19 orSeptember ~~disposal~~2003. ofOrigin shares will trade ex-dividend as from 15 September 2003. This final dividend will lift the ~~securities~~total todividend ~~which~~paid for the ~~relevant~~year ~~interest~~to ~~relates~~10 cents per share (~~indicating~~4 ~~clearly~~cents ~~the~~franked) ~~particular~~from ~~securities~~5 tocents ~~which~~per ~~the~~share ~~qualification~~(fully ~~applies~~franked) in the prior year.

~~See~~The Board has also determined that the ~~definition~~Dividend ofReinvestment ~~“relevant~~Plan ~~agreement”~~will incontinue ~~section~~to 9apply and that for this dividend, a discount of 2.5% will apply to the ~~Corporations~~shares ~~Act~~allotted ~~2001~~under the Plan.

~~(7)~~Financial ~~Details~~Highlights of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write “unknown”.

	2002/03 ($m)		2001/02 ($m)		% Change
Revenue	3,352		2,429		38
Net after Tax Profit	162.0		128.7		26
EBITDA	491.3		404.6		21
Free Cash Flow	350		256		37
Capital Expenditure	524		403		30
Earnings per Share	24.8 cents		20.2 cents		23
Net Debt/Capitalisation	29	%	28	%
OCAT/Funds Employed	15.6	%	13.7	%

~~(9)~~The ~~Give~~main ~~details,~~factors ifcontributing ~~appropriate,~~to of the profit ~~present~~improvement ~~association~~include: ~~and any change in that association since the last substantial holding notice.~~

~~ANNEXURE~~• ~~“A”~~Higher oil prices and oil sales from new producing fields in the Perth Basin;

~~This~~• isIncreased ~~annexure~~contribution Afrom retailing following the acquisition of 2the ~~pages~~CitiPower ~~mentioned~~retail business in ~~Form~~July ~~604~~2002, ~~Notice~~reduction ofin ~~change~~electricity ofpurchasing ~~interests~~costs ofdue ~~substantial~~to ~~holder.~~favourable electricity contracts and pool prices and a further reduction in retained profit payments to the Victorian Government; and

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration givenin relation tochange (7)		Class and numberof securitiesaffected	Person's votesaffected
18/09/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	59,387.56	17,530	17,530
26/09/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	4,765.64	1,418	1,418
30/09/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	823.32	245	245
1/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	29,599.36	8,807	8,807
9/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	13,443.60	4,000	4,000
9/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	67,218.00	20,000	20,000
10/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	23,625.15	7,000	7,000
11/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	58,827.97	17,250	17,250
22/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	3,751.35	1,100	1,100
23/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	6,905.89	2,025	2,025
25/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	29,199.11	8,562	8,562
25/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	32,609.51	9,562	9,562
28/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	51,154.80	15,000	15,000
6/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	22,551.53	6,601	6,601
30/10/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	6,820.65	2,000	2,000
6/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	3,069.29	900	900
7/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	8,649.30	2,500	2,500
8/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	46,261.80	13,000	13,000
12/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	45,682.41	13,204	13,204

•

Increased contribution from power generation with the acquisition of the Mt Stuart Power Station in December 2002.

15/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	67,986.72	19,374		19,374
18/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	54,913.53	15,650		15,650
20/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	11,481.89	3,272		3,272
21/11/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	190,498.57	54,000		54,000
10/12/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	60,685.94	17,938		17,938
16/12/1996	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	6,755.80	2,000		2,000
13/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	8,387.04	2,412		2,412
16/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	6,248.60	1,797		1,797
15/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	16,392.80	4,853		4,853
16/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	3,167.76	911		911
17/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	270,232.00	80,000		80,000
20/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	33,779.00	10,000		10,000
20/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	3,715.60	1,100		1,100
21/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	63,842.25	18,900		18,900
22/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	47,926.85	14,150		14,150
24/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	42,223.75	12,500		12,500
28/01/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	32,326.41	9,570		9,570
3/02/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	337.70	100		100
4/02/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	1,307.12	387		387
17/09/1997	Sagasco Amadeus Pty Limited	Sale of fully paid ordinary shares on market	$	22,050.92	6,528		6,528
19/09/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	13,258.18	3,925		3,925
22/09/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	26,685.35	7,900		7,900
23/09/1997	Sagasco AmadeusPty Limited	Sale of fully paid ordinary shares on market	$	5,404.55	1,600		1,600
29/10/1998	Sagasco AmadeusPty Limited	Receipt of fully paid ordinary shares under a bonus issue		Nil	364,070	*	364,070	*
29/10/1998	Sagasco AmadeusPty Limited	Receipt of fully paid ordinary shares under a bonus issue		Nil	10,951	*	10,951	*
29/10/1998	Sagasco AmadeusPty Limited	Receipt of fully paid ordinary shares under a bonus issue		Nil	5080	*	5080	*
Net Change to 9 July 2003	Sagasco AmadeusPty Limited		$	1,503,954.57	59,470		59,470
10/07/2003	Sagasco AmadeusPty Limited	Transfer of shares to Magellan Petroleum Corporation		Issue of 1,300,000shares in MagellanPetroleumCorporation	1,200,000		1,200,000

The funding requirements for growth capital and acquisitions has seen net debt increase from $633 million at 30 June 2002 to $732 million at 30 June 2003, resulting in a final net debt to capitalisation ratio of 29%.

*Subsequent ~~Receipt~~to the end of ~~shares;~~the ~~all~~financial ~~other~~year ~~transactions~~Origin ~~relate~~has tomade a takeover offer for the ~~sale~~shares in Oil Company of Australia Limited (OCA) that it does not already own. Origin had an 85.23% interest in OCA and has offered $4.25 per share for the remaining shares. The total acquisition cost is expected to be $74 million and the offer is due to close on 22 September 2003.

~~ANNEXURE~~Financial ~~“B”~~Performance

~~This~~Total isrevenue ~~annexure~~increased Bby of38% 26to ~~pages~~$3,352.3 ~~mentioned~~million inand ~~Form~~includes ~~604~~distributions ~~Notice~~from Envestra of ~~change~~$12.8 ~~of interests of substantial holder~~million.

IExternal sales revenue increased to $3,326.5 ~~William~~million ~~Michael~~from $2,389.2 ~~Hundy~~million ~~hereby~~in ~~certify~~the ~~that~~prior year. The increase was due mainly to the ~~attached~~initial 25contribution ~~pages~~from ~~are~~the aelectricity ~~full~~retail ~~and~~business ~~accurate~~acquired ~~copy~~from ofCitiPower, the ~~contract~~cessation ~~between~~of ~~Sagasco~~the ~~Amadeus~~Gascor ~~Pty Limited~~agency arrangement and ~~Magellan~~the ~~Petroleum~~full ~~Corporation~~year ~~dated~~effect 10of ~~July~~prior ~~2003~~year tariff increases.

~~Lawyers~~Segment contributions to EBITDA were:

Levels 22-35 No. 1 O’Connell Street Sydney NSW 2000 Australia

	EBITDA $m
	2002/03	2001/02	% change
Exploration & Production	187.6	185.2	1
Retail	232.1	166.8	39
Generation	48.3	30.2	60
Networks	23.4	22.5	4
Total	491.3	404.6	21

POYear ~~Box~~on H3year ~~Australia~~comparisons ~~Square~~are ~~Sydney~~provided in ~~NSW~~the ~~1215~~divisional highlights section below. This year’s EBITDA includes a provision for $4.5 million to fully cover deficiencies under the Group’s defined benefit superannuation plan.

~~www~~Depreciation and amortisation expense increased by 13% to $196.~~claytonutz~~1 million reflecting new capital expenditure (detailed below) and increased amortisation of intangibles and retail systems.~~com~~

~~Tel~~EBIT +again 61showed 2strong ~~9353~~growth ~~4000~~with ~~Fax~~a +28% 61improvement 2to ~~8220~~$295.3 ~~6700~~million.

~~Our~~Net ~~ref~~interest -expense ~~169/21724160~~for ~~Contact~~the -year ~~Graham~~was ~~Taylor~~$48.7 million, up 14% from the prior year. The increase is largely due to the costs associated with funding of acquisitions totalling $276 million and consequent higher average debt balances during the year.

~~Sydney~~Tax ·expense ~~Melbourne~~for ·the ~~Brisbane~~year ·totalled ~~Perth~~$80.2 ·million, ~~Canberra~~an ·increase ~~Darwin~~of 48% on the prior year. The increase primarily reflects the higher pre-tax earnings and the non-recognition of tax loss benefits from Envestra. As advised in the December half results, these loss benefits have been deferred pending resolution of their availability with the Australian Tax Office. There has been no significant progress in this matter over the last six months.

~~Liability~~Capital ~~limited~~Expenditure ~~by the Solicitors Scheme approved under the Professional Standards Act 1994 (NSW)~~

~~Execution~~Capital ~~Copy~~expenditure on growth and stay-in-business projects was $249 million, 3% higher than the prior year.

~~Sagasco~~Stay-in-business ~~Amadeus~~capital ~~Pty~~expenditure ~~Limited~~associated ~~(ACN~~with ~~056~~the ~~420~~maintenance ~~396)~~of ongoing operations was $97 million. The Exploration and Production segment accounted for $74 million of this expenditure, of which two thirds was attributable to the Cooper Basin.

~~“Sagasco”~~Growth capital expenditure associated with new business initiatives was $152 million. This included:

~~Magellan~~• ~~Petroleum~~$62 ~~Corporation~~million ~~(ABN~~on 97development ~~099~~of ~~695~~the ~~093)~~BassGas Project and the Otway gas Project in the offshore Otway Basin;

~~“MPC”~~• $30 million exploring and developing coal seam gas (CSG) resources in Queensland;

~~Share~~• ~~sale~~$24 ~~agreement~~million on exploration and development in the Perth Basin;

~~Table~~• of$14 ~~contents~~million on systems for full retail contestability (FRC) in electricity and natural gas;

1. Definitions and interpretation			1
	1.1	Definitions	1
	1.2	Interpretation	2
	1.3	Governing law	2
2. Sale of MPA Shares			2
3. Condition precedent			3
4. Completion			3
	4.1	Time and place for Completion	3
	4.2	Delivery of documents by Sagasco	3
	4.3	Delivery of documents by MPC	3
	4.4	Interdependence of obligations	3
	4.5	Sagasco’s obligations until registration	3
	4.6	MPC’s obligations to register	4
5. Sagasco’s warranties			4
6. MPC’s warranties			4
7. Compliance with U.S. securities laws			4
8. General			6
	8.1	Further acts	6
	8.2	Notices	6
	8.3	Jurisdiction	8
	8.4	Amendment	7
	8.5	Waiver	7
	8.6	Assignment	8
	8.7	Counterparts	8
	8.8	Stamp duties	8
	8.9	Merger	9
	8.10	Entire agreement	9
	8.11	Confidentiality and public announcements	9
	8.12	Expenses	10
	8.13	No representation or reliance	10
	8.14	Indemnities	10
Schedule 1 Transfer of MPA Shares			11

•

$9 million on exploration and development activities around the producing centres of the Cooper Basin, Surat Basin, Denison Trough and Otway Basin; and

~~Annexure~~• A$13 ~~Registration~~million ~~Rights~~on ~~Agreement~~a 14variety of other growth projects.

~~Share~~Capital ~~sale~~expenditure ~~agreement~~on ~~made~~acquisitions ontotalled ~~July 10~~$276 million, ~~2003~~which included the acquisition of the CitiPower retail business for $132 million, the purchase of the Mt Stuart Power Station and contracts for $89 million and acquisition of additional CSG interests for $50 million.

~~Parties~~Total ~~Sagasco~~capital ~~Amadeus~~expenditure ~~Pty~~including ~~Limited (ACN 056 420 396) of Level 39~~acquisitions, ~~AMP~~was ~~Centre,~~$524 ~~50 Bridge Street~~million, ~~Sydney,~~30% ~~NSW,~~higher ~~2000~~than ~~(“Sagasco”)~~the ~~Magellan~~prior ~~Petroleum~~year. ~~Corporation (ABN 97 099 695 093) of Unit 31, Oak Park, 149 Durham Road, Madison, Connecticut, USA, 06443 (“MPC”)~~

~~Recitals~~The company expects to outlay $74 million during the first quarter of the current financial year should the proposed acquisition of the minority interests in OCA be successful.

A.Cash ~~Magellan~~Flow ~~Petroleum Australia Limited (ACN 009 728 581) is a company limited by shares registered in Australia with its registered office at Level 10, 145 Eagle Street, Brisbane, Queensland, 4000 (“MPA”).~~

B.The ~~Sagasco~~primary measure used by the company to measure its performance is operating cash flow after tax over average funds employed (referred to as the ~~legal~~OCAT ~~and~~Ratio). ~~beneficial~~The ~~owner~~measure is calculated from EBITDA as the primary source of 1cash contribution,~~200~~ but adjusted for non-cash items,~~000~~ ~~fully~~stay-in-business ~~paid~~capital ~~ordinary~~expenditure, ~~shares~~changes in working capital and tax paid. Funds employed are averaged over the ~~issued~~year. ~~share~~Funds employed increased significantly following the various acquisitions during the year. However, the strong performance in EBITDA, management of working capital and control of stay-in-business ~~MPA~~capital ~~(“MPA~~expenditure ~~Shares”)~~resulted in proportionately greater improvement in operating cash flow.

C.These ~~Sagasco~~factors ~~has~~produced ~~agreed~~an toOCAT ~~sell~~Ratio ~~and~~of ~~MPC~~15.6% ~~has~~for ~~agreed to purchase~~ the ~~MPA~~year ~~Shares~~ended ~~upon~~30 ~~the~~June ~~terms and conditions contained in this Agreement~~2003.

~~The~~Cash ~~parties~~flow ~~agree~~available for funding growth and distributions to shareholders (free cash flow) was $350 million compared with $256 million in the prior year, an increase of 37%.

1.Funding ~~DEFINITIONS~~and ~~AND~~Capital ~~INTERPRETATION~~Management

1The company’s balance sheet remains strong with a net debt to capitalisation ratio of 29% as at 30 June 2003. This compares with 28% as at 30 June 2002. Additional equity of $33.6 million was raised through the operation of the Dividend Reinvestment Plan and exercise of share options under the Senior Executive Option Plan. Net borrowings have increased from $633 million at 30 June 2002 to $732 million at 30 June 2003. The increase is primarily the result of increased expenditure on acquisitions and major capital projects (totalling $524.3 million) significantly offset by strong cash flow from operations resulting in an increase in net debt of $99 million. Interest cover as measured by EBIT/interest expense remains robust at 6.1 ~~Definitions~~times.

InOrigin ~~this~~completed ~~Agreement:~~a US$250 million US Private Placement issuance with all proceeds hedged to Australian dollars. The issuance has provided 7 to 15 year debt finance significantly extending the group’s debt maturity profile.

~~“Agreement”~~Risk Management ~~means this Share Sale Agreement, including Schedule 1 and Annex A attached hereto.~~

~~“Business~~The ~~Day”~~company ~~means~~continued to hedge a ~~day~~significant ~~which~~portion isof its ~~not~~exposure ato ~~Saturday~~both the oil price and the USD exchange rate. Currently, ~~Sunday or~~the ~~public~~company ~~holiday~~has hedged 58% of exposure to oil and related products over the 12 months to 30 June 2004 at prices averaging over $US24.50 per barrel. A US$1.00 movement in the price ~~State~~of oil over the next year will impact Origin’s EBITDA by approximately $1.9 million.

~~“Completion” means~~With ~~completion~~regard to foreign exchange, due to a combination of ~~the~~external ~~sale~~hedging and ~~purchase~~ongoing ofUS dollar expenditure associated with major upstream projects, Origin is significantly hedged over the ~~MPA~~next ~~Shares~~12 inmonths ~~accordance~~and ~~with~~expects that variability in the ~~terms~~USD ofexchange ~~this~~rate ~~Agreement~~will have minimal impact on group profitability.

~~“Completion~~Origin ~~Date”~~only ~~means~~undertakes ~~the~~energy ~~fifth~~contracting ~~Business~~and ~~Day~~trading ~~following~~activities ~~the~~as ~~receipt~~part of ~~all~~optimising ~~approvals~~the ~~required~~value ~~under clause 3~~ of ~~this~~its ~~Agreement~~physical orassets ~~such other date as Sagasco~~ and ~~MPC~~energy ~~shall~~retailing ~~agree~~activities.

~~“Constitution”~~The ~~means~~Board oversees the ~~constitution~~commodity risk management policies, which incorporate short-term and long-term risk limits for the trading of electricity ~~MPA~~and natural gas, oil and renewable energy credits (RECs). The Board monitors compliance with these policies and continues to review risk management strategies on a regular basis.

~~“Encumbrance”~~Returns ~~means~~to ~~any~~Shareholders mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person.

~~“FATA”~~A ~~means~~final ~~the~~dividend ~~Foreign~~of ~~Acquisitions~~5 ~~and~~cents ~~Takeovers~~per ~~Act~~share, ~~1975~~franked to 2 cents per share has been declared, payable on 3 October 2003 to shareholders of record on 19 September 2003.

~~“FIRB~~The Dividend ~~Approval”~~Reinvestment ~~means~~Plan ~~the~~will ~~unconditional~~continue ~~approval~~to ~~pursuant~~operate toand ~~FATA~~for this dividend a discount of ~~the~~2.5% ~~Treasurer~~will apply to the shares allotted under the Plan.

~~Proposal~~The orfinal ~~the~~dividend ~~approval~~will oflift ~~the~~total ~~Treasurer~~dividends ~~subject~~for the year to ~~conditions~~10 ~~which~~cents ~~are~~per ~~acceptable~~share (franked to ~~MPC~~4 ~~acting reasonably~~cents) from 5 cents per share (fully franked) in the prior year.

~~“MPA”~~Origin ~~has~~will ~~the~~have ~~meaning~~limited ~~given~~capacity into frank dividends for several years. The introduction ~~Recital~~of Athe new tax consolidation regime may further defer the payment of tax by Origin and its wholly owned subsidiaries.

~~“MPA~~Employee ~~Shares”~~Share ~~has~~and ~~the~~Option ~~meaning given~~Plans ~~in Recital B.~~

~~“MPC~~During ~~Shares”~~the ~~means~~year the company issued 2,630,000 options under the Senior Executive Option Plan at an exercise price of $3.56 each. The options ~~common~~were ~~shares~~issued insubject to Origin performance hurdles and the ~~capital~~exercise price was equal to the market price at the date of ~~MPC~~approval.

~~“Proposal”~~Under ~~means~~ the ~~acquisition~~Employee Share Plan, 445,626 shares were purchased on market for issuance to employees. The cost of shares purchased for the ~~MPA~~Employee ~~Shares~~Share byPlan ~~MPC~~have ~~under~~been expensed ~~this~~and ~~Agreement~~an amount of $1.8 million charged against profit before tax.

~~“Related~~Details ~~Body~~regarding ~~Corporate”~~a ~~has~~review of the ~~meaning~~operation ~~given~~and inaccounting ~~section~~of 9the ofEmployee Share and Option Plans are provided in the ~~Corporations~~Divisional ~~Act~~Highlights ~~2001~~under ~~(Cth)~~People, Health, Safety and Environment.

~~“Share~~Issued ~~Consideration”~~Capital ~~has the meaning given in clause 2.~~

~~“State”~~An ~~means~~additional 7,547,299 shares were issued during the ~~State~~period under Origin’s Dividend Reinvestment Plan and 2,333,300 shares were issued as a result of ~~New~~the ~~South~~exercise ~~Wales~~of options. As at 30 June 2003, Origin had 657,709,751 shares on issue.

~~1.2~~Corporate ~~Interpretation~~Governance

InThe Australian ~~this~~Stock ~~Agreement:~~Exchange (ASX) Corporate Governance Council issued the Principles of Good Corporate Governance and Best Practice Recommendations (“the Principles”) on 31 March 2003.

~~(a)~~Origin ~~headings~~has ~~are~~reviewed ~~for~~its ~~convenience~~current ~~only~~practices and doestablished ~~not~~that ~~affect~~it ~~interpretation;~~is ~~and~~substantially ~~unless~~in compliance with the ~~context~~Principles. ~~indicates~~Origin has updated many of its practices and policies and will continue to review those to enable it to make a ~~contrary~~full ~~intention:~~statement on its compliance with the Principles in its 2004 Annual Report.

~~(b)~~The an2003 ~~obligation~~Annual orReport, ~~liability~~which ~~assumed~~is bydue to be released on 16 September 2003, orwill provide a statement ~~right~~of ~~conferred~~Corporate ~~on,~~Governance 2and orwill ~~more~~report ~~parties~~by ~~binds~~reference orto ~~benefits~~the ~~all~~Principles. ofAt ~~them~~the ~~jointly~~same ~~and~~time ~~each~~Origin will launch a Corporate Governance section of ~~them~~its ~~severally;~~website which will be progressively updated during the year. The Chairman will make a further report on Corporate Governance at the Annual General Meeting on 16 October 2003.

~~(c)~~Divisional ~~the~~Performance ~~expression~~Highlights ~~“person” includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;~~

~~(d)~~Exploration ~~a reference to any party includes that party’s executors, administrators, successors~~ and ~~permitted~~Production ~~assigns, including any person taking by way of novation;~~

(e) a reference to any document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time;

2002/03

2001/02

% Change

EBITDA

187.6

185.2

EBIT

103.3

103.2

—

~~(f)~~Sales a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;Volumes

(g) words importing the singular include the plural (and vice versa), and words indicating a gender include every other gender;

	2002/03	2001/02	% change
Natural Gas (PJ)	74.0	72.5	2
Crude Oil (kbbls)	853.8	804.1	6
Condensate/naphtha (kbbls)	644.2	676.4	(5	)
LPG (ktonnes)	62.3	61.4	1
Ethane (ktonnes)	35.5	46.9	(24	)

Total (PJe)	87.4	86.3	1

~~(h)~~External ~~references~~sales torevenue ~~parties,~~for ~~clauses,~~the Exploration ~~schedules,~~and ~~exhibits~~Production orsegment ~~annexures~~increased ~~are~~by ~~references~~9% to ~~parties,~~$286 ~~clauses,~~million ~~schedules~~as revenue from Perth Basin oil sales, ~~exhibits~~higher oil prices, and ~~annexures~~increased togas orsales more than offset revenues foregone following the sale of ~~this~~Eromanga Basin oil assets in the previous year.

~~Agreement,~~EBITDA ~~and~~for athe ~~reference~~period towas ~~this~~$187.6 ~~Agreement~~million, ~~includes~~up ~~any~~$2.4 ~~schedule,~~million ~~exhibit~~ or ~~annexure~~1% toon ~~this~~the ~~Agreement;~~previous year. EBIT was steady at $103.3 million.

~~(i)~~Total ~~where~~gas asales ~~word~~were or74 ~~phrase~~PJ, an isincrease ~~given~~of a2%. ~~defined~~CSG ~~meaning,~~sales ~~any~~continued ~~other~~to ~~part~~grow ofand ~~speech~~now orrepresent ~~grammatical~~12% ~~form~~ of ~~that~~total ~~word~~gas orsales. ~~phrase has a corresponding meaning;~~

~~(j)~~Oil ~~references~~production towas ~~payments~~boosted toby ~~any~~three ~~party~~Perth toBasin ~~this~~oil ~~Agreement~~fields ~~include~~coming ~~payments~~on stream in the second half of the year. As a result, oil sales increased by 6% to ~~another~~853,800 ~~person~~bbls, ~~upon~~despite the ~~direction~~sale of ~~such~~the ~~party;~~Bodalla oil field and associated assets in the Eromanga Basin midway through the prior year.

~~(k)~~Origin’s ~~all~~2P ~~payments~~reserves increased by 38% to be1,573 ~~made~~PJe ~~under~~largely ~~this~~as ~~Agreement~~a ~~will~~result beof ~~made~~the byinclusion ~~unendorsed~~of ~~bank~~reserves ~~cheque~~from orthe ~~other~~Thylacine ~~immediately~~and ~~available~~Geographe ~~funds;~~fields, additions through CSG acquisitions and the reappraisal of the Myall Creek gas field in the Surat Basin. A total of 83 development and appraisal wells and 36 exploration wells were drilled during the year with 95 wells cased for future production providing an overall success rate of 80%.

~~(l)~~Cooper ~~the~~Basin ~~word~~(Queensland/South ~~“includes”~~Australia) ~~in any form is not a word of limitation; and~~

~~(m)~~The Cooper Basin is Australia’s largest onshore gas production province and is a ~~reference~~significant supplier of gas to ~~“$”~~southern orand ~~“dollar”~~eastern Australia. isUnder a long-term gas supply arrangement signed with AGL in December, Origin and the other Cooper Basin producers will supply up to ~~Australian~~505 ~~currency~~PJ of gas over 14 years from 2003. Origin’s share of the contract is 71 PJ.

~~1.3~~Coal ~~Governing~~Seam ~~law~~Gas (CSG)

~~This~~In ~~Agreement~~December is2002 ~~governed~~Origin, by and ~~will~~85% beowned ~~construed~~Oil ~~according~~Company of Australia Limited (OCA), signed an agreement with AGL to ~~the~~supply ~~laws~~340 PJ of ~~the~~gas ~~State~~for 15 years from May 2005. About 52% will be supplied from OCA’s CSG interests in central Queensland.

2This contract enhanced OCA’s position as the largest CSG producer in Australia. ~~SALE~~CSG OFsupplies ~~MPA~~about ~~SHARES~~25% of Queensland’s total gas demand. OCA’s CSG production is 30 TJ/day from three fields, which have a current production capacity of 55 TJ/day.

~~(a)~~Through ~~Sagasco~~acquisition ~~agrees~~and toappraisal ~~sell to MPC~~drilling, ~~and~~CSG ~~MPC~~reserves ~~agrees~~increased ~~to purchase~~ from ~~Sagasco,~~296 ~~the~~PJ ~~MPA~~to ~~Shares~~472 ~~(including~~PJ, ~~any~~and ~~additional~~recent ~~shares~~drilling ~~issued~~on ~~between~~ the ~~date~~Durham offield ~~this~~is ~~Agreement~~expected ~~and~~to ~~the~~substantially ~~Completion~~increase ~~Date,~~these ~~inclusive,~~reserves. asSignificant aprogress ~~result~~has ofbeen made ain ~~stock split, stock dividend, recapitalisation or~~ the ~~like)~~development ~~free~~planning of ~~any~~the ~~Encumbrance~~Durham infield ~~consideration~~with ~~for~~ the ~~issue~~granting of ~~1,300,000~~production ~~MPC~~and ~~Shares~~pipeline ~~(as~~licences ~~such~~and ~~number of MPC Shares may be increased pursuant to clause 2(b),~~ the ~~“Share~~approval ~~Consideration”)~~of byan ~~MPC~~Indigenous toLand ~~Sagasco,~~Usage onAgreement ~~the Completion Date in accordance~~ with ~~the~~native ~~terms and conditions contained in this Agreement~~titleholders.

~~(b)~~Other Inproducing ~~the~~CSG ~~event~~fields that between the date of this Agreement and the Completion Date, inclusive, MPC issues to the holders of MPC Shares additional MPC Shares as a result of a stock split, stock dividend, recapitalisation or the like, the Share Consideration to be issued to Sagasco pursuant to this clause 2 shall be increased by the number of MPC Shares that Sagasco would have ~~received~~maintained ~~had~~strong itperformances ~~held~~with the ~~Share~~Dawson ~~Consideration~~Valley at(Moura) ~~the~~fields ~~time~~reaching ofrecord ~~the~~production ~~distribution~~levels.

3To date $225 million has been invested by Origin and OCA in the acquisition and development of CSG interests including $50 million in additional interests in the Fairview and Durham fields acquired in the prior year. ~~CONDITIONS~~Total ~~PRECEDENT~~development cost for CSG is expected to be several hundred million dollars over future years and in the coming year a further $100 million will be spent building a gas processing plant at the Durham field; developing the Mungi field at Moura; and appraising the Talinga field, which is based on the Walloon Coals near the Wallumbilla to Brisbane gas pipeline.

~~(a)~~Perth ~~FIRB~~Basin ~~Approval is a condition precedent to the obligations of MPC and Sagasco under clauses 2 and 4.~~

~~(b)~~Origin ~~MPC~~continued ~~must~~a dohighly ~~all~~successful ~~things~~gas ~~pursuant~~and tooil ~~FATA~~exploration ~~which~~program ~~are~~in ~~reasonably necessary to obtain FIRB Approval promptly after~~ the ~~execution~~Perth ~~of this Agreement~~Basin.

~~(c)~~Following ~~FIRB~~last ~~Approval~~year’s oil discovery at Hovea, the field was successfully appraised and developed and is ~~taken~~now toproducing ~~have~~at ~~been~~about ~~granted:~~4,000 barrels of oil per day (bopd).

~~(i)~~Long ifterm aproduction ~~notice~~tests iswere ~~issued~~undertaken ~~pursuant~~during tothe ~~FATA~~June ~~stating~~quarter ~~that~~on the ~~Commonwealth~~Jingemia and Eremia fields in the Perth Basin and established flow rates of around 1,800 and 1,000 bopd respectively.

By July 2003 these fields combined had produced more than one million barrels of oil ~~Government~~(Origin’s ~~does~~share ~~not~~500,000 ~~object~~barrels). toOrigin’s ~~the~~share ~~Proposal;~~of orproved and probable reserves is currently estimated at 5.4 million barrels.

~~(ii)~~The ifBeharra ~~notice~~Springs ofNorth ~~the~~1 ~~Proposal~~gas ~~has~~field, ~~been~~discovered ~~given~~in tolate ~~the~~2001, ~~Treasurer~~commenced ~~pursuant~~production toin ~~FATA~~July ~~and~~2002, increasing gas sales from the ~~Treasurer~~Beharra ~~is,~~Springs gas plant by ~~reason~~32%. ofA ~~lapse~~further ofsmall ~~time,~~gas ~~not~~pool ~~empowered~~was todiscovered ~~make~~in anthe ~~order~~exploration ~~under~~well ~~Part~~Hovea II2 ofduring ~~FATA~~2002 inand ~~relation~~is yet to ~~the~~be ~~Proposal~~developed.

~~(d)~~Origin Inhas ~~the~~embarked ~~event~~on ~~that~~another ~~between~~significant drilling program in the ~~date~~Perth ofBasin ~~this~~to ~~Agreement~~appraise and develop the ~~Completion Date~~Hovea, ~~inclusive,~~Eremia ~~MPC~~and ~~issues~~Jingemia tooil ~~the~~fields ~~holders~~and ofexplore ~~MPC~~for ~~Shares~~gas ~~cash~~close to ~~dividends~~the orBeharra ~~other~~Springs ~~distributions~~gas ~~(other~~plant ~~than~~and in ~~the~~areas ~~form~~further ofnorth. ~~additional~~The ~~MPC Shares)~~program, ~~Sagasco~~which may atinclude ~~its~~the ~~option~~drilling ~~refuse~~of up to ~~perform~~10 ~~its~~wells, ~~obligations~~began ~~under~~in ~~clauses~~July 22003 and 4is expected to further lift production rates.

4.BassGas ~~Completion~~Project (Yolla field: Tasmania/Victoria)

4The BassGas Project is scheduled to deliver 20 PJ of gas per annum to Victoria from July 2004, representing about 10% of that State’s natural gas demand.1 ~~TimE~~Origin holds a 37.5% interest and ~~place~~is the operator. Origin’s Retail Division will purchase the gas for ~~Completion~~sale to residential and business customers.

~~Completion~~Following ~~will~~State ~~take~~and ~~place~~Federal onenvironmental ~~the~~approvals, ~~Completion~~construction ~~Date~~began atin ~~the~~January ~~offices~~2003 ofand the ~~Corrs~~project ~~Chambers~~is ~~Westgarth,~~now ~~Waterfront~~45% ~~Place, 1 Eagle Street, Brisbane 4000 Queensland, Australia~~complete. .

~~4.2~~The ~~Delivery~~project ofwill ~~documents~~cost by$450 ~~Sagasco~~million (Origin’s share $170 million) and will include an un-manned offshore platform over the Yolla gas field, a 147-kilometre subsea pipeline to a shore crossing near Kilcunda and a 32-kilometre onshore pipeline to a gas plant under construction at Lang Lang.

OnOtway ~~Completion~~Gas ~~Sagasco~~Project ~~will~~(Thylacine ~~deliver~~and orGeographe ~~cause to be delivered to MPC~~fields: Tasmania/Victoria)

~~(a)~~The aOtway ~~duly~~Gas ~~executed~~Project ~~transfer~~will ~~form~~develop ~~for~~the Thylacine and Geographe gas fields and is designed to deliver 60PJ of sales gas each year to South Australia and Victoria by mid 2006, as well as significant volumes of condensate and LPG. During the ~~transfer~~year the interests of the ~~MPA~~joint ~~Shares~~venturers, ~~from~~Woodside, Benaris, ~~Sagasco~~CalEnergy toand ~~MPC~~Origin inwere ~~substantially~~equalised ~~the~~across ~~form~~both ~~set~~fields. ~~out~~Origin has a 29.75% interest in ~~schedule~~the 1;project, ~~and~~which is operated by Woodside Petroleum Limited.

~~(b)~~The aproject ~~Registration~~received ~~Rights~~joint ~~Agreement~~venture approval late in ~~the~~2002 ~~form~~to ~~set~~proceed ~~out~~to development. Environmental impact statements were released for public exhibition in ~~annexure~~June Aand ~~duly~~a preliminary ~~executed~~development byconcept ~~Sagasco~~has been submitted to the Victorian and Federal Governments.

4Phase 1 of the project will involve the development of the Thylacine field including a platform, subsea pipeline and a gas processing plant with anticipated expenditure of around $750 million (Origin’s share $220 million).3 ~~Delivery~~Phase 2 will see the subsea development of ~~documents~~the byGeographe ~~MPC~~field and tie-in to the Thylacine facility. Phase 3 will add compression at the gas plant to maximise recovery from the fields. Total project cost is estimated at around $1 billion.

OnGreenfields ~~Completion~~Exploration ~~MPC will issue the Share Consideration and will deliver or cause to be delivered to Sagasco:~~

~~(a)~~Origin’s ~~the~~exploration ~~stock~~program ~~certificate(s)~~focussed ~~for~~on ~~the~~gas ~~Share~~prone ~~Consideration;~~areas ~~and~~close to developed infrastructure.

~~(b)~~Origin aparticipated ~~Registration~~in ~~Rights~~seven ~~Agreement~~exploration and appraisal wells in greenfield areas. Of the successful ~~form~~wells, ~~set~~three ~~out~~were in ~~annexure~~the Aonshore ~~duly~~Perth ~~executed~~Basin, byand ~~MPC~~the Morangie 1 well in the offshore Perth Basin which, although unsuccessful, recorded encouraging residual oil shows.

4Origin extended its exploration efforts in the Surat Basin around existing gas fields.4 ~~Interdependence~~A reappraisal of ~~obligations~~the Myall Creek area resulted in a further five wells drilled in that area, four of which successfully tested gas at commercial rates.

~~The~~During ~~obligations~~the ofyear, ~~Sagasco~~Origin and ~~MPC~~Woodside ~~under~~were ~~clauses~~awarded ~~4.2~~a near-shore Otway Basin permit VIC/P37(V) and 4in July 2003 were awarded permit T/34P in Tasmanian waters southwest and adjoining the Thylacine permit.3 ~~are~~Exploration ~~interdependent~~in VIC/P37 (V), which is operated by Origin, will begin in late 2003, while the work program for T/34P (operated by Woodside) includes the acquisition of 3D seismic survey data in 2004 and the drilling of a well in 2005.

4In New Zealand, Origin will participate in the deepening of the gas exploration well at Tuihi.5 ~~Sagasco’s~~In ~~obligations~~the ~~until~~Bass ~~registration~~Basin, Origin will participate in the drilling of the Trefoil prospect near Yolla.

~~After~~Retail Completion and until the MPA Shares are registered by MPA in the name of MPC, Sagasco must take all action as registered holder of the MPA Shares as MPC may reasonably require from time to time by notice.

4.6 MPC’s obligations to register

	2002/03 $m	2001/02 $m	% Change
EBITDA	232.1	166.8	39
EBIT	143.8	92.0	56
Customers (‘000)	2,010	1,777	13

	Natural Gas*	Electricity	LPG
Revenue (A$m)	841	1,547	417
Gross Margin (A$m)	131	285	114
Sales – (PJ)	123
Sales – (TWh)		15
Sales – (ktonnes)			479
Total Sales (PJe)	123	54	24
Customer # (‘000)	986	851	200+

~~MPC~~* ~~must~~Revenue ~~ensure~~for ~~that~~natural ~~registration~~gas ofis the ~~transfer~~gross ofrevenue received from customers including the ~~MPA~~Retained ~~Shares~~Profit ~~takes~~component ~~place~~which asterminated ~~soon~~in asSept is2002. ~~reasonably possible~~Gross margin is after ~~Completion.~~payment of Retained Profit.

5Revenue from the Retail segment increased 46% to $2.8 ~~SAGASCO’S~~billion. ~~WARRANTIES~~EBITDA increased by 39% to $232 million mostly due to the contribution of the CitiPower retail business purchased in July

As2002, ~~part~~reductions ofin ~~the~~electricity ~~terms~~purchasing ofcosts ~~the~~due ~~sale~~to ~~and~~favourable ~~purchase~~electricity ofcontracts ~~the~~and ~~MPA~~pool ~~Shares,~~prices ~~Sagasco~~and ~~warrants~~the cessation toof ~~MPC~~retained asprofits atpaid ato ~~time~~the ~~immediately~~Victorian ~~before~~Government. ~~Completion that:~~

~~(a)~~The ~~Sagasco~~CitiPower acquisition, iswhich ~~the~~added ~~sole~~264,000 ~~legal~~customers ~~and~~in ~~beneficial~~Melbourne’s ~~owner~~CBD ofand ~~the~~surrounding ~~MPA Shares which are free of any Encumbrance~~suburbs, ~~and~~makes ~~Sagasco~~Origin ~~has~~the ~~complete~~largest ~~and~~energy ~~unrestricted~~retailer ~~power~~in ~~and~~Victoria ~~right to sell, assign~~ and ~~transfer~~ the ~~MPA~~second ~~Shares~~largest tonationally. ~~MPC;~~

~~(b)~~The integration of the ~~MPA~~CitiPower ~~Shares~~business ~~are~~with ~~fully~~existing ~~paid~~gas ~~up;~~and electricity businesses was a major focus for the year. Work will be completed on the integration of billing systems and conversion of customer data in August 2003.

~~(c)~~Having ~~there~~common ~~are~~back nooffice ~~outstanding~~systems ~~options,~~will ~~contracts,~~help ~~calls~~reduce costs, ~~first~~improve ~~refusals,~~the ~~commitments,~~service ~~rights~~levels orand ~~demands~~ability ofto ~~any~~access ~~kind~~customers ~~relating~~in tocompetitive ~~the~~markets. ~~MPA~~While ~~Shares,~~there ~~nor~~were ~~does~~cost ~~any~~increases ~~person~~associated ~~have~~with ~~any~~the ~~rights~~CitiPower integration and the introduction of ~~pre-emption~~FRC, inthe ~~respect~~expanded ofcustomer ~~any~~base ofwill deliver reduced cost to serve in the ~~MPA~~next ~~Shares;~~financial year.

~~(d)~~FRC ~~the~~was ~~execution~~introduced ~~and~~in ~~performance~~Victoria ofin ~~this~~January ~~Agreement~~2002 for electricity and October 2002 for natural gas. Churn in the ~~Registration~~electricity ~~Rights~~market ~~Agreement~~grew bymodestly ~~Sagasco~~until the introduction of contestability for natural gas, after which there was a spike in activity for both fuels. Churn appears to have ~~been~~stabilised ~~duly~~at ~~and~~rates ~~validly~~of ~~authorised~~5-10% byper ~~all~~annum ~~necessary~~which ~~corporate~~is ~~action~~in online ~~its~~with ~~part;~~industry expectation. FRC for electricity was introduced in South Australia in January 2003, but no official statistics are available for this market.

~~(e)~~Overall ~~this~~during ~~Agreement~~financial year ended June 2003 Origin maintained its gas customer numbers and achieved a modest growth in electricity customer numbers. Early losses of mass market customers in the ~~Registration~~Victorian ~~Rights~~electricity ~~Agreement~~market ~~are,~~due orto transfers ~~will~~in ~~be,~~progress ~~valid~~at ~~and~~the ~~binding~~time ~~agreements~~of onthe ~~Sagasco~~CitiPower ~~enforceable~~acquisition were reversed by gains later in ~~accordance~~the ~~with~~year ~~their~~in ~~terms~~both Victoria and ~~conditions;~~South ~~and~~Australia.

~~(f)~~Electricity ~~the MPA Shares are fully tradeable on the Australian Stock Exchange.~~

6.Origin ~~MPC’S~~supplies ~~WARRANTIES~~electricity predominantly to customers in Victoria, and also participates in competitive markets in New South Wales, Queensland and South Australia.

AsElectricity ~~part~~revenue ofincreased ~~the~~by ~~terms~~over of$700 ~~the~~million ~~sale~~ and ~~purchase~~gross ofmargins ~~the~~increased ~~MPA~~by ~~Shares,~~over ~~MPC~~$125 million ~~warrants~~ to ~~Sagasco~~$285 asmillion atlargely adue ~~time~~to ~~immediately~~the ~~before~~CitiPower ~~Completion~~retail ~~that:~~acquisition in July 2002.

~~(a)~~The ~~the~~Victorian ~~Share~~Government ~~Consideration~~continues ~~will~~to becap ~~issued~~prices tofor ~~Sagasco~~mass ~~free~~market ofcustomers ~~any~~and ~~Encumbrance,~~in ~~and~~January ~~MPC~~2003 ~~has~~rejected ~~complete~~proposed ~~and~~tariff ~~unrestricted~~increases ~~power~~for ~~and~~electricity ~~right~~supplied to ~~issue~~customers in the ~~MPC~~former ~~Shares~~Powercor toarea ~~Sagasco;~~and implemented a 4% tariff reduction for customers in the former CitiPower area.

~~(b)~~Notwithstanding these caps Origin is rebalancing individual tariff categories to cover the ~~Share~~costs ~~Consideration~~of buying electricity and costs to serve in an increasingly competitive market. This will bedeliver ~~issued~~reduced astariffs ~~fully~~to ~~paid~~customers upwho ~~MPC~~have ~~Shares;~~been receiving competitive market offers while un-profitable segments of the market will continue to have their tariffs adjusted on a gradual basis.

~~(c)~~At ~~there~~the ~~will~~wholesale belevel nothe ~~outstanding~~industry ~~options,~~has ~~contracts,~~undergone ~~calls,~~a ~~first~~degree ~~refusals,~~of ~~commitments,~~consolidation ~~rights~~with orthe ~~demands~~withdrawal of ~~any~~several ~~kind~~retail ~~relating~~competitors. toDespite the ~~Share Consideration~~consolidation, ~~nor~~the ~~will~~National ~~any~~Electricity ~~person~~Market ~~have~~continues ~~any~~to ~~rights~~be ofvigorously competitive. ~~pre-emption~~Even with this competitive environment Origin has managed to increase its market share renewing most existing contracts and signing new contracts with major customers in ~~respect~~Victoria, ofNew South Wales, South Australia and Queensland.

~~any~~Electricity purchase costs, while increasing due to the replacement of long-term favourable contracts with current market contracts, benefited from generally low pool price volatility. Origin entered into a number of electricity purchase contracts that enabled Origin to take advantage of low pool prices while maintaining appropriate cover against periods of high pool prices. The combination of these factors meant that Retail profitability was maintained on a unit margin basis and improved overall because of the ~~Share~~increased ~~Consideration;~~retail and wholesale customer sales volumes.

~~(d)~~Natural ~~the~~Gas ~~execution and performance of this Agreement and the Registration Rights Agreement by MPC have been duly and validly authorised by all necessary corporate action on its part;~~

~~(e)~~Origin ~~this~~supplies ~~Agreement~~natural ~~and~~gas ~~the~~mainly ~~Registration~~to ~~Rights~~customers ~~Agreement~~in ~~are~~Victoria, orSouth ~~will be~~Australia, ~~valid~~Queensland and ~~binding~~New ~~agreements~~South onWales. ~~MPC enforceable in accordance with their terms and conditions; and~~

~~(f)~~Natural gas revenues increased mainly due to the ~~Share~~termination ~~Consideration~~of ~~will~~the beGascor Agency Agreement and cessation of retained profit payments to the ~~same~~Victorian ~~class~~Government asfollowing the ~~MPC~~introduction ~~Shares~~of ~~that~~FRC ~~are~~in ~~currently~~the ~~traded~~Victorian ongas market in October 2002. The profit retained by the ~~NASDAQ~~State ~~SmallCap~~under ~~Market~~the Gascor Agency Agreement reduced to $14 million from $29 million in the prior year.

7In the mass market the natural gas business benefited from tariff increases of 2.5% ~~COMPLIANCE~~in ~~WITH~~Victoria Uin January 2002; 6% in South Australia in July 2002; and 6.S7% increase in Queensland in March 2002. ~~SECURITIES~~However ~~LAWS~~as a result of an unsuccessful application for a Victorian tariff increase in January 2003, prices were flat in Victoria during the later half of this year.

~~(a)~~Sales volumes ~~Representations~~were ~~and~~also ~~Warranties~~impacted ofby ~~Sagasco~~mild winter weather in Victoria. ~~Sagasco~~The ~~represents~~measure ~~and~~of ~~warrants~~average degree-days, which provides an indication of heating requirements, continued to ~~MPC~~be ~~that~~well ~~it:~~below long-term averages.

~~(i)~~The ~~understands~~deregulated ~~that~~natural ~~the~~gas ~~Share~~market ~~Consideration~~for tocommercial ~~be issued in accordance with clauses 2~~ and ~~4.3~~industrial ~~have~~customers ~~not~~in ~~been,~~South Australia and, asQueensland ofis ~~the~~moving ~~date~~into ofa ~~issuance,~~more ~~will~~challenging ~~not~~phase ~~be,~~with ~~registered under~~ the ~~U.S.~~emergence ~~Securities Act~~ of ~~1933,~~effective ~~as amended (the “Securities Act”), or under any U~~competition.S. ~~state~~Nationally ~~securities~~commercial ~~laws,~~ and ~~are~~industrial ~~being~~sales ~~issued~~decreased ~~pursuant~~by 6% to a51 ~~“safe harbor” exemption from registration contained in Regulation S promulgated under the Securities Act based, in part, upon the representations and warranties of Sagasco contained herein~~PJ.

~~(ii)~~LPG has received certain information concerning MPC and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding shares of MPC’s common stock;

~~(iii)~~Origin is ~~able~~a toretailer ~~bear~~and ~~the~~wholesaler ~~economic~~of ~~risk~~LPG ~~and~~in ~~lack~~Australia, ofNew ~~liquidity~~Zealand ~~inherent~~and inthe ~~holding~~near ~~MPC~~Pacific. ~~Shares;~~

The LPG business continued the strong performance reported last year despite a reduction in sales volumes of 2% and an increase of 17% in the unit purchase cost of LPG. The Contract Price (ivCP) is- anthe ~~“Accredited~~international ~~Investor”~~benchmark asprice ~~defined~~for inLPG ~~Regulation~~- Dwas ~~promulgated~~up ~~under~~by $74 per tonne to $517 per tonne average for the ~~Securities~~year. ~~Act;~~

~~(v)~~Sales ~~(A)~~volumes iswere ~~not~~impacted aby ~~“U.S. Person” (as that term is defined in Rule 902 of Regulation S under~~ the ~~Securities~~drought, ~~Act);~~which ~~(B)~~particularly isaffected ~~not~~sales ~~acquiring~~to ~~the~~commercial ~~Share~~and ~~Consideration~~industrial ~~for~~customers ~~the~~in ~~account~~many orparts ~~benefit~~ of ~~any U~~rural Australia.S. ~~Person~~Autogas ~~and~~volumes ~~has~~declined ~~not pre-arranged any resale of any of the Share Consideration with any buyer located~~ in the ~~United~~face ~~States~~of orcompetition ~~otherwise~~from ~~with~~alternative ~~a U~~fuels.S. ~~Person;~~However ~~and~~these ~~(C)~~reductions ~~was~~were ~~not~~offset ~~offered~~by ~~the~~an ~~Share~~improvement ~~Consideration~~ in ~~the~~sales ~~United States, and at the time of execution of this Agreement and of any offer~~ to ~~purchase~~ the ~~Share~~Pacific ~~Consideration~~Islands. ~~received from MPC hereunder, was located outside the United States;~~

~~(vi)~~Operating iscosts ~~not~~were ~~engaged~~reduced in$2.9 million while a focus on credit management delivered an improved debtor performance compared to the ~~business~~prior year of ~~distributing~~$4.6 ~~securities;~~million and contributed to operating cash flow returns in excess of 20%.

~~(vii)~~Margins ~~will~~were ~~not~~maintained ~~engage~~despite the increased costs of LPG, through a favourable change in ~~hedging~~the ~~transactions~~mix ~~with~~of ~~regard~~sales totowards the higher ~~Share~~margin ~~Consideration~~customers. ~~unless~~As ina ~~compliance~~result ~~with~~gross ~~the~~margins ~~Securities~~were ~~Act;~~steady ~~and~~at $114 million.

~~(viii)~~During ~~has~~the ~~not~~year ~~engaged~~Origin ~~and~~acquired ~~will~~the ~~not~~Treston ~~engage~~Gas business in Shepparton, ~~nor~~Victoria. ~~have~~This ~~any~~business, ofwhich ~~its~~will ~~affiliates~~continue orto ~~any~~operate ~~person~~under ~~acting~~the onTreston ~~behalf~~brand ofname, itwill ordeliver ~~any~~additional sales of ~~them~~12,000 ~~engaged~~tonnes inper orannum ~~will~~and ~~engage~~provide opportunities for multi fuel offerings to Origin’s electricity and natural gas customer base in, ~~any~~the ~~“directed~~region. ~~selling~~

~~efforts”~~Generation ~~with respect to the Share Consideration within the meaning of Rule 902(c) of Regulation S adopted under the Securities Act.~~

(b) Representation and Warranty by MPC. MPC represents and warrants that neither it, nor any of its affiliates or any person acting on behalf of any of them, has engaged or will engage in any “directed selling efforts” with respect to the Share Consideration within the meaning of Rule 902(c) of Regulation S adopted under the Securities Act, and it, its affiliates and any person acting on behalf of any of them have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act.

	2002/03 $m	2001/02 $m	% Change
EBITDA	48.3	30.2	60
EBIT	26.5	15.6	70

	2002/03	2001/02	% Change
Total Sales (TWh)	1.90	1.86	2

~~(c)~~The ~~Legending~~Generation segment recorded a 54% growth in total sales revenue to $97 million. EBITDA rose 60% to $48.3 million. This was largely due to the implementation of a tolling agreement between Origin’s Retail and ~~Stop~~Generation ~~Transfer~~Divisions ~~Requirements~~and the acquisition of the Mt Stuart Power Station in Townsville Queensland.

~~(i)~~Contract ~~The~~Plant ~~stock certificate delivered by MPC to Sagasco in accordance with clause 4.3 representing the Share Consideration will be imprinted with a legend substantially in the following form:~~

“The ~~shares~~acquisition ~~represented by this certificate have not been registered under the Securities Act~~ of ~~1933, as amended (~~the ~~“Securities~~Mt ~~Act”)~~Stuart ~~and~~Power ~~have~~Station ~~been~~increased ~~issued pursuant to an exemption from registration under Regulation S promulgated under~~ the ~~Securities~~capacity ~~Act.~~of ~~Such~~contracted ~~shares are~~plant “restricted securities” as defined in Rule 144 promulgated under the Securities Act and may not be offered for sale, sold, delivered after sale, transferred, pledged, or hypothecated except: (i) in accordance with the provisions ofby ~~Regulation~~86% ~~S under the Securities Act; (ii) pursuant~~ to ~~registration~~622 under the Securities Act; or (iii) pursuant to an opinion of counsel reasonable satisfactory to Magellan Petroleum Corporation that such shares may be transferred without registration under the Securities ActMW. ~~Hedging transactions involving the shares represented by this certificate may not be conducted unless in compliance with the Securities Act.”~~

~~(ii)~~Mt ~~MPC~~Stuart ~~shall~~supplies ~~refuse~~peaking power to ~~register~~the ~~any~~Queensland ~~transfer~~Government owned ofentity, ~~the~~Enertrade, ~~Share~~under ~~Consideration~~a ~~that~~long-term ispower ~~not~~purchase ~~made~~agreement. inThe ~~accordance~~plant, ~~with:~~commissioned ~~(A)~~in ~~the~~December ~~provisions~~1998, ofcurrently ~~this~~runs ~~Agreement;~~on ~~and~~kerosene ~~(B)~~but ~~the~~can ~~provisions~~be ofreadily ~~Regulation~~converted ~~S, pursuant~~ to ~~registration~~natural ~~under~~gas ~~the~~and ~~Securities~~could ~~Act,~~be orexpanded ~~pursuant~~by toa anfurther ~~available~~150 ~~exemption~~MW ~~from~~through ~~registration~~conversion ~~under~~to combined ~~the~~cycle ~~Securities Act~~mode.

~~(d)~~Origin’s ~~Resales~~50% ofowned ~~the~~cogeneration ~~Share~~plants ~~Consideration.~~at ~~Sagasco~~the Worsley ~~shall~~Alumina ~~make,~~refinery orin ~~cause~~Western toAustralia beand ~~made,~~the ~~any~~Osborne ~~resales~~Cogeneration ofPlant ~~the~~in ~~Share~~South ~~Consideration~~Australia ~~pursuant~~operated toat ~~one~~high levels of ~~the~~availability ~~following~~and ~~methods:~~efficiency.

~~(i)~~Availability ~~“offshore~~of ~~transactions”~~the ~~(as~~cogeneration ~~such~~plant ~~term~~at isBP’s ~~defined~~Bulwer inIsland ~~Regulation~~refinery S(50% interest) ~~pursuant~~improved toduring the ~~resale~~year ~~safe~~following ~~harbor~~the implementation of ~~Rule~~a ~~904~~technical remediation plan to reduce the level of ~~Regulation~~outages Sexperienced ~~adopted~~in ~~under~~the prior year. During the ~~Securities~~early ~~Act;~~part of 2003/04 both gas turbines will be upgraded to full design rating.

~~(ii)~~Construction ~~any~~of ~~resale~~the ~~registration~~energy ~~statement~~centres onat ~~Form S-3 (or such other form as may be available for~~ the ~~registration~~Toowoomba ofand ~~such~~Baillie ~~resales)~~Henderson ~~that~~Hospitals ~~may~~in beQueensland ~~filed~~proceeded bysatisfactorily, ~~MPC~~ with the ~~U.S.~~Toowoomba ~~Securities~~Base ~~and~~Hospital ~~Exchange~~works completed ~~Commission~~just ~~following~~prior ~~Completion~~to asyear-end. ~~required~~The ~~under~~energy ~~the~~centres ~~Registration~~will ~~Rights~~deliver ~~Agreement~~electricity, ~~between~~steam ~~Sagasco~~ and ~~MPC~~hot inand ~~the~~chilled ~~form~~water ~~set~~to ~~out~~each inhospital. ~~annexure A;~~

~~(iii)~~Merchant ~~Rule~~Plant ~~144 promulgated under the Securities Act; or~~

~~(iv)~~Origin ~~any~~owns ~~other~~and ~~available~~operates ~~exemption~~three ~~under~~merchant plants - Roma Power Station in central Queensland, Ladbroke Grove Power Station and Quarantine Power Station in South Australia - all maintained high availability and reliability during the ~~Securities~~year. ~~Act;~~

~~provided~~The ~~that,~~maturity inof the ~~case~~national ofelectricity ~~(iii)~~market has ~~and~~enabled ~~(iv),~~Origin ~~Sagasco~~to ~~shall~~implement ~~first~~a ~~furnish~~market ~~MPC~~based ~~with~~tolling aarrangement ~~written~~whereby ~~opinion~~capacity ~~reasonably~~provided ~~satisfactory~~by its electricity merchant plant is charged to ~~MPC~~Origin’s inRetail ~~form~~businesses. This has allowed the stabilisation of Generation income and ~~substance~~quarantined the ~~from~~volatility ~~counsel~~of ~~reasonably~~the ~~satisfactory~~electricity spot market to ~~MPC~~the Retail business where that volatility is managed across Origin’s entire portfolio of electricity purchases and sales.

byRenewable ~~reason~~Generation of experience to the effect that Sagasco may transfer such shares as desired without registration under the Securities Act (each such resale described in (i)-(iv), a “Permitted Resale” and collectively, the “Permitted Resales”). Any such Permitted Resales shall be made in offshore transactions or in transactions in the United States on the Nasdaq SmallCap Market or otherwise.

8Throughout the year Origin continued to develop a portfolio of renewable energy projects. ~~GENERAL~~

8This included the acquisition of an option to develop the Troubridge Point wind farm near Edithburgh on the Yorke Peninsula in South Australia, and an option to acquire a 50% interest in the Challicum Hills wind farm in Victoria.1 ~~Further~~Development ~~acts~~is also underway for the Kemiss Hill Road wind farm, near Yankalilla in South Australia. Wind monitoring is being conducted on a further two potential wind farm locations.

~~Each~~Origin ~~party~~has ~~will~~also ~~promptly~~funded doresearch ~~and~~to ~~perform~~develop ~~all~~lower ~~further~~cost ~~acts~~solar ~~and~~energy. ~~execute~~During the year Origin and ~~deliver~~the ~~all~~Australian ~~further~~National ~~documents~~University ~~(in~~announced ~~form~~the ~~and~~development ~~content~~of ~~reasonably~~SLIVER® ~~satisfactory~~Solar ~~to each~~Cell ~~party)~~technology ~~required~~which byuses ~~law~~one ortenth ~~reasonably~~of ~~requested~~the bysilicon ~~any~~used ~~other~~in ~~party~~conventional tosolar ~~give~~panels ~~effect~~while tomatching ~~this~~power, performance ~~Agreement~~and efficiency.

8Testing confirmed that solar panels using this technology could be commercially competitive.2 ~~Notices~~An automated approach to module assembly was developed and planning for a pilot production facility is well advanced.

~~Any~~In ~~communication~~August ~~under~~2003 orOrigin announced the acquisition of a 19% interest in ~~connection~~Geodynamics ~~with~~Limited ~~this~~for a consideration of $5 million. The company has been exploring and seeking to develop geothermal sources of energy including the hot dry rock geothermal resource in the Cooper Basin. Under a Power Purchase Agreement:, Origin will have the right to purchase 50% of the power generated by Geodynamics’ projects including RECs and environmental credits at a discount to the prevailing market price. The acquisition is subject to approval by shareholders of Geodynamics.

~~(a)~~Networks ~~must be in writing;~~

(b) must be addressed as shown below:

2002/03

2001/02

% Change

EBITDA

23.4

22.5

EBIT

21.6

19.9

~~(i)~~The inNetwork segment EBITDA of $23.4 million was 4% higher than the ~~case~~prior ofyear. ~~Sagasco:~~

~~Name:~~Origin increased ~~Sagasco~~its ~~Amadeus~~holding ~~Pty~~in ~~Limited~~Envestra by 17.4 million shares to 19.14% in April 2002. As a consequence distributions received from Envestra increased by $1.2 million.

~~Address: Level~~There ~~39,~~was ~~AMP~~a ~~Centre,~~steady 50increase ~~Bridge~~in ~~Street,~~management ~~Sydney~~fees earned from Envestra, ~~2000~~reflecting the underlying growth in its business but this was largely offset by changes to other fees.

~~Fax~~During ~~no:~~the ~~+612~~year, ~~9235~~total ~~1661~~natural gas connections increased by 2.5% to 905,500. This increase was largely driven by the continued strength of the domestic housing market. About 300 km of new mains were laid and 105 km of existing mains replaced.

~~For~~FRC ~~the~~was ~~attention~~introduced ~~of:~~for ~~Company~~Victorian ~~Secretary~~natural gas customers in October 2002, allowing consumers to change retailers. New Information systems and processes were introduced to ensure cost

~~With~~efficient ametering ~~copy~~and billing of consumers serviced by Envestra’s networks in the new competitive environment. Work has commenced on introducing similar systems and processes in South Australia where the natural gas market will open to: full competition in 2004.

~~Name:~~In ~~Graham~~a ~~Taylor~~joint venture with United Utilities, ~~Esq~~Origin won a contract for the management of the water network and treatment assets of Coliban Water in regional Victoria. The 10-year contract commencing 1 July 2003 is a significant win for the joint venturers and will generate more than $120 million in revenue over the contract term.

~~Address:~~SEA ~~Clayton~~Gas ~~Utz,~~Pipeline ~~Levels 22-35, No. 1 O’Connell Street, Sydney NSW 2000 Australia~~

~~Fax~~The ~~no:~~SEA ~~+612~~Gas ~~8220~~Partnership ~~6700~~(33.3% Origin, 33.3% International Power, 33.3% TXU) is constructing the SEA Gas Pipeline that will travel 680 km linking Origin’s new gas production interests in Victoria to retail gas markets and growing generation assets in South Australia.

~~(or~~By asmid ~~otherwise~~August ~~notified~~2003, 530 bykm ~~that~~of ~~party~~the topipeline ~~the~~had ~~other~~been ~~party from~~completed, ~~time~~and tothe ~~time);~~project remained on budget and on schedule for commercial operation in January 2004.

~~(ii)~~People, inHealth, ~~the~~Safety ~~case~~and ofEnvironment ~~MPC:~~

~~Name:~~Employee ~~Magellan~~numbers ~~Petroleum~~increased ~~Corporation~~5% to 2,857 reflecting the growth in the retail business.

~~Address:~~A ~~c/o~~continued ~~G&O’D~~focus ~~Inc~~on safety performance has assisted in reducing the Lost Time Injury Frequency Rate by 25% from 3.6 ~~Box~~to ~~1146,~~2.7. ~~Madison~~Regrettably, ~~Connecticut,~~an incident ~~USA,~~at ~~06443-1146~~a drilling rig resulted in the death of an employee of a contractor engaged to drill an appraisal well for OCA. The incident will be the subject of a coronial enquiry and investigations into the cause of the incident have not yet been completed.

~~Fax~~There were no: +1significant ~~203~~environmental ~~245~~incidents ~~8290~~during the year and there were no breaches of significant environmental regulations that relate to the company’s operations.

~~For~~During the ~~attention~~year ~~of:~~Origin ~~James~~produced R.its ~~Joyce~~first Sustainability Report, ~~President~~which provided a detailed report to stakeholders on the company’s social, environmental and economic impacts.

~~With~~Over athe ~~copy~~past two years employees with at least 12 months’ service have been able to: become Origin shareholders under the Employee Share Plan, in recognition of the financial performance of the company and the achievement of a significantly improved safety record. A further issue under this Plan will be made in recognition of 2002/03 performance. The cost of $2.2 million before tax has been provided for in the current year result.

~~Name:~~In ~~Timothy~~October L.2002 ~~Largay,~~Origin ~~Esq~~announced that it would undertake a review of its equity based compensation programs.

~~Address:~~This ~~Murtha~~review ~~Cullina~~has ~~LLP,~~been ~~185~~undertaken ~~Asylum~~covering ~~Street,~~the ~~Hartford~~Executive Option Plan, Employee and Executive Share Plans including an assessment of the impact ~~Connecticut,~~of ~~USA,~~proposed ~~06103-3469~~changes to the accounting and tax treatment of options.

~~Fax~~The ~~no:~~review +has 1concluded ~~860~~that the use of equity as part of the company’s remuneration program is an effective means ~~240~~of ~~6150~~providing long-term incentives that motivate and reward employees for acting in the best interests of shareholders. The Board acknowledges that the plans are part of a remuneration strategy that must adhere to appropriate corporate governance principles and has concluded that they meet these objectives.

~~(or~~For asthe ~~otherwise~~Employee Share ~~notified~~Plans, bythe ~~that party~~company will purchase all shares on market for distribution to employees under these plans, the ~~other~~cost ~~party~~of ~~from~~which ~~time~~will tobe ~~time);~~treated as an expense.

~~(c)~~The ~~must~~Board behas ~~signed~~concluded bythat the ~~party~~Executive ~~making~~Option ~~the~~Plan ~~communication~~with orits ~~(on~~existing ~~its~~exercise ~~behalf)~~hurdles byand ~~the~~market ~~solicitor~~exercise ~~for,~~price ormeets bybest ~~any~~practice ~~attorney,~~and ~~director,~~is ~~secretary,~~in orthe ~~authorised~~interests ~~agent~~of shareholders. The plan has been reinstated as part of, ~~that~~Origin’s ~~party;~~remuneration plan.

The Australian Accounting Standards Board has released an exposure draft (dED108) ~~must~~on behow ~~delivered~~to oraccount ~~posted~~for byshare-based ~~prepaid~~payments, ~~post~~including toemployee options. The company has not adopted ED108 as there are a number of unresolved issues, and the final ~~address~~form of the AASB and IASB standards may well change from that currently on issue. Accordingly, orthe ~~sent~~reported bynet ~~fax~~profit toafter tax of $162.0 million does not include any amount for the ~~number~~expensing of options. However, if the draft standard were applied Origin would have reported an expense of $1.8 million in the ~~addressee,~~past year in ~~accordance~~respect ~~with~~of ~~clause~~options 8issued.~~2(b);~~ ~~and~~

~~(e)~~When the accounting standards have been determined and the tax implications are clear, Origin will beagain ~~deemed~~review tothe beuse ~~received~~of byoptions as the ~~addressee:~~long-term incentive component of executive remuneration.

~~(i)~~Further ~~(in~~details ~~the case~~ of ~~prepaid post) on~~ the ~~third~~Executive ~~business~~Option ~~day~~Plan ~~after the date of posting within Australia to an address within Australia,~~ and onEmployee ~~the~~Share ~~fifth~~Plans ~~business~~will ~~day~~be ~~after~~included ~~the~~in Origin’s ~~date~~2003 ofAnnual ~~posting~~Report. ~~either within Australia to an address outside Australia or outside Australia to an address within Australia;~~

~~(ii)~~Outlook (in the case of fax) at the local time (in the place of receipt of that fax) which then equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax in its entirety, unless that local time is a non business day, or is after 5.00 pm on a business day, in which event that communication will be deemed to be received at 9.00 am on the next business day; and

~~(iii)~~In ~~(in~~ the ~~case~~year ofahead ~~delivery~~Origin bywill ~~hand)~~continue onto ~~delivery~~build atupon the ~~address~~performance ofto ~~the~~date ~~addressee~~and asfurther develop ~~provided~~opportunities infor ~~clause 8~~growth.~~2(b),~~ ~~unless that delivery is made on a non business day, or after 5.00 pm on a business day, when that communication will be deemed to be received at 9.00 am on the next business day,~~

~~and~~Performance ~~where~~of ~~“business~~the ~~day”~~Exploration ~~means~~and Production asegment ~~day~~will ~~which~~be isboosted ~~not~~by aincreased ~~Saturday,~~oil ~~Sunday~~production orfrom ~~public holiday in~~ the ~~place~~Perth ~~of receipt of that communication~~Basin.

8Retail will continue to benefit from cessation of the Gascor retained profit payment and the drive to reduce costs from the integration of recently acquired businesses.3 ~~Jurisdiction~~As current favourable contracts for the purchase of electricity roll off they are being replaced at competitive prices and the wholesale margin gained in the last financial year is unlikely to be sustained.

~~(a)~~The ~~Each~~Generation ~~party~~segment ~~irrevocably~~will ~~submits~~benefit tofrom ~~the~~a ~~non-exclusive~~full ~~jurisdiction~~year ofcontribution from the ~~courts~~Mt ofStuart ~~the~~Power ~~State,~~Station and ~~the~~Networks ~~courts~~segment ~~competent~~earnings towill ~~determine~~benefit ~~appeals~~ from ~~those~~the ~~courts,~~Coliban ~~with respect to any proceedings which may be brought at any time relating in any way to this Agreement~~Water contract.

~~(b)~~Based ~~Each~~on ~~party~~these ~~irrevocably~~factors ~~waives~~the ~~any~~outlook ~~objection~~for itthe ~~may~~coming ~~now~~year oris infor ~~the~~Origin ~~future have~~ to ~~the~~achieve ~~venue~~its oflong-term ~~any~~target ~~proceedings,~~for ~~and~~growth ~~any~~in earnings ~~claim~~per itshare ~~may~~of ~~now~~10-15% orper inannum. ~~the future have that any~~

~~proceedings~~During ~~have~~the ~~been~~coming ~~brought~~year the company will also continue to develop opportunities that provide the basis for growth in anthe ~~inconvenient~~medium ~~forum~~term. These include the BassGas Project, ~~where~~Otway ~~that~~Gas ~~venue~~Project, ~~falls~~SEAGas ~~within~~Pipeline ~~(a)~~and development of ~~this~~coal ~~clause~~seam gas.

8In the longer term Origin expects to benefit from new opportunities in its Greenfield exploration portfolio, further investment in power generation and development of opportunities in renewable generation.4 ~~Amendment~~

~~This~~Notwithstanding ~~Agreement~~the ~~may~~recent ~~only~~acquisitions beand ~~varied~~capital byexpenditure on new projects Origin maintains a ~~document~~conservatively ~~signed~~geared bybalance orsheet. onThis, ~~behalf~~combined ofwith ~~each~~the company’s strong cash flows, means that Origin is well placed to take advantage of opportunities that continue to arise from the ~~parties~~rationalisation and growth that is occurring in the energy sector.

~~8.5~~Origin ~~Waiver~~Energy Key Financials

(a) Failure to exercise or enforce or a delay in exercising or enforcing or the partial exercise or enforcement of any right, power or remedy provided by law or under this Agreement by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement of that or any other right, power or remedy provided by law or under this Agreement.

	2002/2003 ($m)			2001/2002 ($m)			% change
Total revenue		3,352			2,429		38
EBITDA		491.3			404.6		21
EBIT		295.3			230.7		28
Profit before tax		246.6			187.9		31
Profit after tax		166.3			133.6		24
Profit after tax and outside equity interests		162.0			128.7		26

Free cash flow		350			256		37
OCAT ratio		15.6	%		13.7	%	14
Capital expenditure		524			403		30
Total assets		3,409			2,958		15
Net debt		732			633		16
Shareholders equity		1,790			1,626		10

Key Ratios
Earnings per share		24.8 cents			20.2 cents		23
Free cash flow⁽¹⁾ per share		53.7 cents			40.1 cents		34
Total dividend per share⁽²⁾		10 cents			5 cents		100
Net asset backing per share	$	2.70		$	2.50		8
Net debt to capitalisation		29	%		28	%
Net debt to equity		41	%		39	%
EBIT Interest cover		6.1 times			5.4 times
Return on equity		9.2	%		8.1	%

Segment Analysis (EBITDA)⁽³⁾
Exploration & Production		187.6			185.2		1
Retail		232.1			166.8		39
Generation		48.3			30.2		60
Networks		23.4			22.5		4

(b1) ~~Any~~Cash ~~waiver~~flow oravailable ~~consent~~for ~~given~~funding bygrowth ~~any party under this Agreement will only be effective~~ and ~~binding~~distributions onto ~~that party if it is given or confirmed in writing by that party.~~shareholders

(c2) NoFinal ~~waiver~~dividend of5 acents ~~breach~~per ofshare ~~any~~(franked ~~term~~to of2 ~~this~~cents), ~~Agreement~~interim ~~will~~dividend ~~operate~~5 ascents aper ~~waiver~~share of(franked ~~another~~to ~~breach~~2 ~~of that term or of a breach of any other term of this Agreement.~~cents)

~~8.6~~(3) ~~Assignment~~The Corporate segment reported in previous results announcements has now been allocated across the four operational business segments

AItem ~~party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party~~4.

~~8.7~~[GRAPHIC ~~Counterparts~~APPEARS HERE]

~~(a)~~ASX ~~This~~APPENDIX ~~Agreement~~4E ~~may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes an original of this Agreement, all of which together constitute one agreement.~~

~~(b)~~FINAL ~~A party may execute this Agreement or any counterpart and exchange it by fax and the fax will be accepted as an original.~~REPORT

~~8.8~~For ~~Stamp~~the ~~duties~~year ended 30 June 2003

~~(a)~~Origin ~~MPC~~Energy ~~will:~~Limited and its Controlled Entities

~~(i)~~ABN ~~pay~~30 ~~all~~000 ~~stamp~~051 ~~duties~~696 (apart from financial institutions duties or bank account debit taxes which will lie between the parties as they fall) and any related fines and penalties in respect of this Agreement, the performance of this Agreement and each transaction effected by or made under or pursuant to this Agreement; and

~~(ii)~~Results ~~indemnify~~for ~~Sagasco~~announcement ~~against any liability arising from failure~~ to ~~comply~~the ~~with~~market: ~~clause 8.8(a)(i).~~

(b) MPC is authorised to make any application for and retain the proceeds of any refund due in respect of any stamp duty paid under this clause.

					A$’000
Revenues from ordinary activities	up	38.0	%	to	3,352,303
Profit from ordinary activites after tax attributable to members	up	25.9	%	to	161,952
Net profit for the period attributable to members	up	25.9	%	to	161,952
Earnings per share - Basic	up	22.8	%	to	24.8 cents
Earnings per share - Diluted	up	22.9	%	to	24.7 cents

8.9 Merger

Dividends	Amount per security	Franked amount per security at 30% tax
Final dividend declared subsequent to 30 June 2003	5 cents	2 cents
Previous corresponding period	3 cents	3 cents

Date for determining entitlements to the dividend		19 September 2003

NoBrief ~~right~~explanation ~~or obligation~~ of any ~~party will merge on completion~~ of ~~any transaction under this Agreement. All rights and obligations under this Agreement~~the ~~survive~~figures ~~the~~reported ~~execution~~above ~~and delivery of any transfer~~ or other ~~document~~item(s) ~~which~~of ~~implements~~importance ~~any~~not ~~transaction~~previously ~~under~~released ~~this~~to ~~Agreement.~~the market:

~~8.10~~Nil ~~Entire agreement~~

ToDiscussion ~~the~~and ~~extent~~Analysis ~~permitted~~of bythe ~~law,~~results ~~in relation to~~ for the ~~subject~~year ~~matter~~ended of30 ~~this~~June ~~Agreement,~~2003 ~~this Agreement:~~

~~(a)~~Refer ~~embodies~~to the ~~entire~~Directors’ ~~understanding~~Review offor commentary. ~~the parties, and constitutes the entire terms agreed on between the parties; and~~

~~(b)~~1 ~~supersedes any prior written or other agreement between the parties.~~

~~8.11~~STATEMENT ~~Confidentiality~~OF ~~and~~FINANCIAL ~~public~~PERFORMANCE ~~announcements~~

~~(a)~~Origin ~~Confidentiality~~Energy Limited and Controlled Entities

Subject to clauses 8.11(b) and 8.11(c), each party must keep the terms of this Agreement confidential.

		Consolidated		Consolidated
for year ended 30 June	Note	2003 A$’000		2002 A$’000
Revenue from ordinary activities	3	3,352,303		2,428,808
Expenses from ordinary activities excluding borrowing costs	3	(3,068,179	)	(2,204,790	)
Borrowing costs		(50,138	)	(44,476	)
Share of net profits of associates and joint venture entities accounted for using the equity method	12	12,565		8,338

Profit from ordinary activities before related income tax expense		246,551		187,880
Income tax expense relating to ordinary activities	4	80,248		54,280

Net profit		166,303		133,600
Net profit attributable to outside equity interests		4,351		4,940

Net profit attributable to members of the parent entity, Origin Energy Limited	10	161,952		128,660

Non-owner transaction changes in equity
Net decrease in retained profits on initial adoption of revised AASB 1028 “Employee Benefits”		(283	)	—
Net exchange difference relating to self-sustaining foreign operations		(1,779	)	(1,444	)

Total revenues, expenses and valuation adjustments attributable to members of Origin Energy Limited recognised directly in equity		(2,062	)	(1,444	)

Total changes in equity from non-owner related transactions attributable to members of the parent entity, Origin Energy Limited	10	159,890		127,216

Basic earnings per share	9	24.8	¢	20.2	¢
Diluted earnings per share	9	24.7	¢	20.1	¢

~~(b)~~The ~~Exceptions~~Statement of Financial Performance should be read in conjunction with the notes to the financial statements set out on pages 5 to 19.

A2 ~~party may make any disclosure in relation to this Agreement:~~

~~(i)~~STATEMENT toOF ~~any~~FINANCIAL ~~professional~~POSITION ~~adviser, financial adviser, banker, financier or auditor where that person is obliged to keep the information confidential;~~

~~(ii)~~Origin toEnergy ~~comply~~Limited ~~with~~and ~~any~~Controlled ~~applicable~~Entities ~~law, or any requirement of any regulatory body (including any relevant stock exchange);~~

(iii) to any of its employees to whom it is necessary to disclose the information;

		Consolidated	Consolidated
as at 30 June	Note	2003 A$’000	2002 A$’000
CURRENT ASSETS
Cash assets		16,431	17,255
Receivables		621,085	485,538
Inventories		53,913	46,392
Other		43,063	37,064

TOTAL CURRENT ASSETS		734,492	586,249

NON-CURRENT ASSETS
Receivables		31,675	21,499
Investments accounted for using the equity method		55,272	53,347
Other financial assets		170,713	196,135
Property, plant and equipment		1,352,527	1,155,372
Exploration, evaluation and development expenditure		154,300	130,655
Intangible assets		777,948	634,436
Deferred tax assets		123,192	171,654
Other		8,622	8,587

TOTAL NON-CURRENT ASSETS		2,674,249	2,371,685

TOTAL ASSETS		3,408,741	2,957,934

CURRENT LIABILITIES
Payables		475,026	371,534
Interest-bearing liabilities		85,522	85,238
Current tax liabilities		546	3,290
Provisions		71,330	67,451

TOTAL CURRENT LIABILITIES		632,424	527,513

NON-CURRENT LIABILITIES
Payables		11,840	6,100
Interest-bearing liabilities		663,012	565,139
Deferred tax liabilities		243,904	197,055
Provisions		67,957	36,088

TOTAL NON-CURRENT LIABILITIES		986,713	804,382

TOTAL LIABILITIES		1,619,137	1,331,895

NET ASSETS		1,789,604	1,626,039

EQUITY
Contributed equity	7	418,612	385,039
Reserves		110,764	112,347
Retained profits	10	1,223,977	1,095,158

Total parent entity interest		1,753,353	1,592,544
Outside equity interests		36,251	33,495

TOTAL EQUITY	10	1,789,604	1,626,039

~~(iv)~~The toStatement ~~obtain~~of ~~the~~Financial ~~consent~~Position should ofbe ~~any~~read ~~third~~in ~~party~~conjunction with the notes to ~~any~~the ~~term~~financial ~~of,~~statements orset toout ~~any~~on ~~act~~pages ~~pursuant~~5 to, ~~this~~19. ~~Agreement;~~

~~(v)~~Net toTangible ~~enforce~~Asset ~~its~~Backing ~~rights or to defend any claim or action under this Agreement;~~

(vi) to a Related Body Corporate, on receipt of an undertaking to keep the information confidential; or

Consolidated

2003

Consolidated

2002

Net tangible asset backing per ordinary security

1.48

~~(vii)~~3 ~~where the information has come into the public domain through no fault of that~~

~~party.~~STATEMENT OF CASH FLOWS

~~(c)~~Origin ~~Public~~Energy ~~announcements~~Limited and Controlled Entities

Except as required by applicable law or the requirements of any regulatory body (including any relevant stock exchange), all press releases and other public announcements in relation to this Agreement must be in terms reasonably agreed by the parties.

		Consolidated		Consolidated
for year ended 30 June	Note	2003 A$’000		2002 A$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts in the course of operations		3,703,004		2,553,539
Cash payments in the course of operations		(3,193,463	)	(2,155,062	)
Dividends/distributions received from associates/joint venture entities		10,998		6,000
Other dividends received		413		409
Interest received		1,832		1,785
Borrowing costs		(50,571	)	(44,919	)
Income taxes paid		(39,619	)	(22,455	)
Subvention payments		(10,000	)	(18,000	)

Net cash provided by operating activities		422,594		321,297

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchases of property, plant and equipment		(146,776	)	(169,464	)
Payments for exploration, development and mine properties		(132,454	)	(135,379	)
Proceeds from sale of non-current assets		3,494		18,613
Payments for purchases of investments		(459	)	(15,904	)
Payments for purchases of businesses	6(C)	(131,614	)	—
Payments for purchases of controlled entities	6(C)	(93,107	)	(87,452	)

Net cash used in investing activities		(500,916	)	(389,586	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings		1,092,626		385,591
Repayment of borrowings		(987,675	)	(485,000	)
Dividends paid		(25,858	)	(35,282	)
Proceeds from issue of securities	7	5,417		198,465

Net cash provided by financing activities		84,510		63,774

NET INCREASE / (DECREASE) IN CASH HELD		6,188		(4,515	)
Cash and cash equivalents at the beginning of the year		10,551		15,910
Effect of exchange rate changes on cash		(308	)	(844	)

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	6(A)	16,431		10,551

~~(d)~~The ~~Return~~Statement of ~~information~~Cash Flows should be read in conjunction with the notes to the financial statements set out on ~~rescission~~pages or5 ~~termination~~to 19.

If4 this Agreement is rescinded or terminated, MPC will cease using and return to Sagasco all information and documents disclosed or provided to it or to any Related Body Corporate of it or to the directors, secretary or professional advisers of MPC or of any Related Body Corporate of MPC in connection with the sale of the MPA Shares.

~~8.12~~NOTES ~~Expenses~~TO THE FINANCIAL INFORMATION

~~Except~~Origin asEnergy ~~otherwise~~Limited ~~provided in this Agreement, each party will pay its own costs~~ and ~~expenses~~Controlled inEntities ~~connection with the negotiation, preparation, execution, and performance of this Agreement.~~

~~8.13~~FOR NoTHE ~~representation~~YEAR orENDED ~~reliance~~30 JUNE 2003

~~(a)~~1. ~~Each~~BASIS ~~party~~OF PREPARATION ~~acknowledges~~OF ~~that~~THE noFINAL ~~party~~REPORT ~~(nor any person acting on its behalf) has made any representation or other inducement to it to enter into this Agreement, except for representations or inducements expressly set out in this Agreement.~~

The ASX 4E Report has been prepared in accordance with Accounting Standard AASB 1039 “Concise Financial Reports” (bexcluding the discussion and analysis requirements of the standard) ~~Each~~and ~~party~~applicable ~~acknowledges~~Urgent Issues Group Consensus Views. It has been prepared on the basis of historical costs and, ~~confirms~~except ~~that~~where itstated, does not ~~enter~~take into ~~this~~account ~~Agreement~~changing inmoney ~~reliance~~values onor ~~any~~current ~~representation~~valuations orof ~~other~~non-current ~~inducement~~assets. The accounting policies have been consistently applied by oreach onentity ~~behalf~~in ofthe ~~any~~consolidated ~~other~~entity ~~party~~and, except where ~~for~~there ~~any~~is ~~representation~~a orchange ~~inducement~~in ~~expressly~~an ~~set~~accounting ~~out~~policy, inare ~~this~~consistent ~~Agreement~~with those of the previous year.

~~8.14~~Changes ~~Indemnities~~in accounting policy

~~(a)~~PROVISIONS ~~Each~~& ~~indemnity~~CONTINGENT inLIABILITIES ~~this~~- ~~Agreement~~The isconsolidated aentity ~~continuing~~has ~~obligation~~applied AASB 1044 “Provisions, ~~separate~~Contingent Liabilities and ~~independent~~Contingent Assets” for the first time from 1 July 2002. Dividends are now recognised at the ~~other~~time ~~obligations~~they are declared, determined or publicly recommended. Previously, final dividends were recognised in the financial year to which they related, despite the dividends being announced after the end of that financial year. The adjustments to the ~~parties~~consolidated financial report as at 1 July 2002 as a result of this change were an increase of $19,435,000 in opening retained profits (refer note 10) and ~~survives~~a ~~termination~~corresponding reduction in the provision for the dividend reported in current provisions at the beginning of the current financial year. Had the new accounting policy been applied in the previous financial year, ~~completion~~the orprovision ~~expiration~~for dividend of ~~this~~$19,435,000 ~~Agreement~~would have been nil.

~~(b)~~EMPLOYEE ItBENEFITS is- ~~not~~The ~~necessary~~consolidated entity has applied the revised AASB 1028 “Employee Benefits” for athe ~~party~~first time from 1 July 2002. The liability for wages and salaries, annual leave and sick leave is now calculated using the remuneration rates the company expects to ~~incur~~pay ~~expense~~as orat each reporting date, not wage and salary rates current at reporting date. The initial adjustments to ~~make~~the ~~any~~consolidated ~~payment~~financial ~~before~~report ~~enforcing~~as at 1 July 2002 as a ~~right~~result of ~~indemnity~~this ~~conferred~~change bywere ~~this~~an ~~Agreement~~increase of $404,000 in provision for employee benefits, a decrease of $283,000 in opening retained profits, and an increase of $121,000 in future income tax benefit.

~~Schedule~~FOREIGN CURRENCY TRANSLATION: The consolidated entity has applied the revised AASB1012 “Foreign Currency Translation” for the first time from 1 July 2002. For hedges of specific purchases or sales, the costs (or gains) of entering the hedge and the unrealised exchange differences up to the date of the specific purchase or sale are now deferred and recognised as assets or liabilities on the statement of financial position from the inception of the hedge contract, not when the specific purchase or sale occurs. As a result of this change in accounting policy, payables and receivables were increased by $15,843,000 representing deferred foreign currency hedge exchange gains and a net hedge receivable as at 30 June 2003.

~~Transfer~~5 ~~of MPA Shares~~

~~[See~~Origin ~~over~~Energy ~~page]~~Limited and Controlled Entities

SHARE TRANSFER FORM
For non-Market Transactions		Transfer Ident. Number: Impress stamp duty here
FULL NAME OF CORPORATION:	MAGELLAN PETROLEUM AUSTRALIA LIMITED ACN 009 728 581
STATE OR TERRITORY IN WHICH CORPORATION IS TAKEN TO BE REGISTERED	Queensland
DESCRIPTION OF SECURITIES:	Ordinary shares	Fully paid? Y	If not fully paid, paid to:
QUANTITY:	1,200,000 (one million two hundred thousand)
FULL NAME OF TRANSFEROR:	SAGASCO AMADEUS PTY LIMITED ACN 056 420 396
CONSIDERATION:	Refer to clause 2 of the ShareSale Agreement between the Transferor and Transferee	Date of purchase:
FULL NAME OF TRANSFEREE:	MAGELLAN PETROLEUM CORPORATION ABN 97 099 695 093
FULL ADDRESS OF TRANSFEREE:	c/o G&O’D Inc., Box 1146, Madison, Connecticut, USA, 06443-1146
CHANGE REQUEST	Please enter this transfer in the Company’s register
The transferor as registered holder transfers to the transferee the securities registered in the transferor’s name in the register of the corporation, subject to the conditions on which the transferor holds the securities. The transferee accepts the securities on the conditions on which the transferor held them. If transfer is signed under a power of attorney, the attorney states that the attorney has not received any notice of the revocation of the power of attorney under which this transfer is signed. The transferee states that upon registration of this transfer the transferee will hold the securities beneficially.
TRANSFEROR SIGN HERE:
Date signed:

2. SEGMENTS

~~TRANSFEREE~~(a) ~~SIGN~~Primary ~~HERE:~~Reporting ~~Date~~- ~~signed:~~Business Segments

Signed as an agreement.

	Exploration and Production				Retail		Generation			Networks		Consolidated
	2003 A$’000		2002 A$’000		2003 A$’000	2002 A$’000	2003 A$’000		2002 A$’000	2003 A$’000	2002 A$’000	2003 A$’000		2002 A$’000
REVENUE
Total Sales	330,302		304,736		2,836,474	1,937,770	97,308		63,174	149,270	125,382	3,413,354		2,431,062
Intersegment Sales Elimination **	(43,989	)	(41,884	)	—	—	(42,816	)	—	—	—	(86,805	)	(41,884	)

External Sales Revenue	286,313		262,852		2,836,474	1,937,770	54,492		63,174	149,270	125,382	3,326,549		2,389,178
Other Revenue	1,534		24,116		4,681	1,172	1,667		2	14,490	12,037	22,372		37,327

Total Segment Revenue	287,847		286,968		2,841,155	1,938,942	56,159		63,176	163,760	137,419	3,348,921		2,426,505
Unallocated Revenue												3,382		2,303

Revenue from Ordinary Activities												3,352,303		2,428,808

RESULT
Segment Result	103,272		103,209		142,123	91,341	15,677		7,904	21,632	19,892	282,704		222,346
Share of Net Profits of Associates and Joint Venture Entities	—		—		1,694	686	10,871		7,652	—	—	12,565		8,338

EARNINGS BEFORE INTEREST AND TAX (EBIT)	103,272		103,209		143,817	92,027	26,548		15,556	21,632	19,892	295,269		230,684
Net Interest Expense												(48,718	)	(42,804	)

Profit from Ordinary Activities Before Income Tax												246,551		187,880
Income Tax Expense												(80,248	)	(54,280	)

Net Profit												166,303		133,600

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (EBITDA)	187,565		185,180		232,055	166,755	48,258		30,202	23,448	22,473	491,326		404,610

DEPRECIATION AND AMORTISATION	84,293		81,971		88,238	74,728	21,710		14,646	1,816	2,581	196,057		173,926

OTHER NON-CASH EXPENSES	23,600		15,501		10,270	18,494	694		1,122	963	3,059	35,527		38,176

ACQUISITIONS OF NON-CURRENT ASSETS (includes capital expenditure)	253,604		184,632		169,628	86,308	100,579		116,312	538	15,932	524,349		403,184

Signed on behalf of Sagasco Amadeus Pty Limited(ACN 056 420 396) under Section 127(1) of theCorporations Act:
Signature of Director		Signature of Secretary
Bruce G. Beeren		William M. Hundy
Name of Director in full		Name of Secretary in full

Signed on behalf of Magellan Petroleum Corporation(ABN 97 099 695 093) by:
Signature		Signature
James R. Joyce, President		Timothy L. Largay, Secretary

Origin Energy Limited and Controlled Entities

~~Annexure~~2. ASEGMENTS (continued)

Registration Rights Agreement

	Exploration and Production		Retail		Generation		Networks		Consolidated
	2003 A$’000	2002 A$’000	2003 A$’000	2002 A$’000	2003 A$’000	2002 A$’000	2003 A$’000	2002 A$’000	2003 A$’000	2002 A$’000
ASSETS
Segment Assets	1,081,787	886,348	1,633,050	1,405,555	309,183	232,894	189,826	190,881	3,213,846	2,715,678
Equity accounted investments	—	—	5,966	4,265	48,956	49,082	350	—	55,272	53,347

Total Segment Assets	1,081,787	886,348	1,639,016	1,409,820	358,139	281,976	190,176	190,881	3,269,118	2,769,025
Unallocated Assets *									139,623	188,909

Total Assets									3,408,741	2,957,934

LIABILITIES
Segment Liabilities	110,284	82,681	464,108	349,912	12,298	10,086	39,463	38,494	626,153	481,173
Unallocated Liabilities *									992,984	850,722

Total Liabilities									1,619,137	1,331,895

~~THIS~~* ~~REGISTRATION~~Unallocated ~~RIGHTS AGREEMENT~~assets ~~(the~~consists ~~“Agreement”)~~of iscash ~~made~~and asdeferred tax assets. Unallocated liabilities consists of ~~[Month] ,~~current ~~2003~~and bynon-current interest bearing liabilities and ~~among:~~current and deferred tax liabilities.

~~(i)~~** ~~Magellan~~Intersegment ~~Petroleum~~pricing ~~Corporation~~is determined on an arm’s length basis. Intersegment sales are eliminated on consolidation. With effect from 1 July 2002, a ~~Delaware~~tolling ~~corporation~~arrangement ~~(“MPC”);~~was put in place between Retail and Generation in relation to the consolidated entity’s three merchant power stations. The tolling arrangement pricing is at commercial rates. The external revenue from the merchant power stations is now recognised in Retail’s revenue while Generation receives a tolling fee from Retail for the capacity provided and costs incurred by these power stations. Comparative amounts for 2002 have not been restated.

~~(ii)~~Corporate ~~Sagasco~~costs ~~Amadeus~~are ~~Pty~~allocated ~~Limited,~~across anbusiness ~~Australian~~segments ~~corporation~~on ~~(“Sagasco”)~~the basis of external sales revenue.

~~RECITALS~~Industry Segments: Products and Services: Exploration and Production Natural gas and oil Retail Natural gas, electricity, LPG, energy related products and services Generation Natural gas-fired cogeneration and power generation Networks Infrastructure investment and management services

~~WHEREAS, MPC has issued 1,300,000 shares of its common stock~~ (~~the “Common Stock”~~b), toSecondary ~~Sagasco~~Reporting ~~pursuant to the Share Sale Agreement, by and among MPC and~~- ~~Sagasco,~~Geographical ~~dated~~Segments ~~as of July 10, 2003 (“Share Sale Agreement”); and~~

~~WHEREAS,~~The toconsolidated ~~induce~~entity ~~Sagasco~~operates topredominantly ~~enter~~in Australia. ~~into~~More ~~the~~than ~~Share~~90% ~~Sale~~of ~~Agreement~~revenue, ~~MPC~~profit, assets and ~~Sagasco~~acquisition ~~have~~of ~~agreed~~non-current toassets ~~enter~~relate ~~into this Agreement~~ to ~~provide~~operations ~~for certain rights, privileges and preferences~~ in ~~favor of Sagasco~~Australia.

~~NOW,~~7 ~~THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement and the Share Sale Agreement, the parties mutually agree as follows:~~

1.Origin ~~Certain~~Energy ~~Definitions~~Limited and Controlled Entities

~~The~~3. ~~following~~PROFIT ~~terms~~FROM ~~shall~~ORDINARY ~~have~~ACTIVITIES ~~the following respective meanings:~~

~~“Exchange~~(a) ~~Act”~~Revenue ~~shall~~from ~~mean~~ordinary ~~the~~activities ~~Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.~~

“Holder” shall mean Sagasco, including its permitted successors and assigns that acquire Registrable Securities, directly or indirectly, from Sagasco. For purposes of this Agreement, MPC may deem and treat the holder of a Registrable Security reflected on MPC’s transfer agent’s records as the Holder and absolute owner thereof and MPC shall not be affected by any notice to the contrary.

	Consolidated		Consolidated
	2003 $’000		2002 $’000
Revenue from operating activities:
Revenue from sale of goods	3,176,888		2,263,727
Revenue from rendering of services	149,661		125,451

Total sales revenue	3,326,549		2,389,178
Revenue from outside operating activities	25,754		39,630

Revenue from ordinary activities	3,352,303		2,428,808

(b) Expenses from ordinary activities excluding borrowing costs
Expenses by nature:
Raw materials and consumables used, and changes in finished goods and work in progress	2,263,030		1,535,775
Advertising	18,448		13,190
Bad and doubtful debts	6,760		8,850
Consultancy costs	24,391		8,177
Contracting costs	102,439		88,657
Depreciation and amortisation	196,057		173,926
Employee expenses	206,683		157,495
Exploration and production costs	57,677		48,999
Motor vehicle expenses	15,957		16,259
Occupancy expenses	26,172		20,422
Repairs and maintenance	18,963		17,140
Royalties	26,134		26,978
Administration and other expenses from ordinary activities	105,468		88,922

	3,068,179		2,204,790

Profit before tax/revenue
Profit from ordinary activities before related income tax expense as a percentage of revenue from ordinary activities	7.4	%	7.7	%
Profit after tax/equity interests
Net profit from ordinary activities after tax attributable to members of the parent entity as a percentage of members equity at the end of the period	9.2	%	8.1	%

~~“Registrable~~8 ~~Securities” means:~~

~~(i)~~Origin ~~the~~Energy ~~Common~~Limited ~~Stock~~and ~~issued~~Controlled toEntities ~~the Holder pursuant to the Share Sale Agreement (the “MPC Shares”); and~~

~~(ii)~~4. ~~shares~~INCOME ofTAX ~~Common~~EXPENSE ~~Stock issued in respect of the MPC Shares as a result of a stock split, stock dividend, recapitalization or the like.~~

For purposes of this Agreement, a Registrable Security will cease to be a Registrable Security on the later of: (X) 30 days after the date of this Agreement, or (Y) if as of such

	Consolidated		Consolidated
	2003 $’000		2002 $’000
Income tax expense/(benefit) on pre-tax accounting profit:
(i) at Australian tax rate of 30%	73,965		56,363
(ii) adjustment for difference between Australian and overseas tax rates	(7	)	63

Income tax expense on pre-tax accounting profit at standard rates	73,958		56,426

Add/(subtract) tax effect of major items causing permanent differences:
Non-taxable distributions received	(2,649	)	(2,458	)
Depreciation and amortisation	12,615		16,491
Recoupment of capital losses not previously recognised	(918	)	(2,066	)
Share of associates’ net profit	(3,598	)	(2,131	)
Recoupment of tax losses not previously brought to account	(165	)	(527	)
Under/(Over) provision for tax in previous years	733		(981	)
Net benefit of subvention payments	—		(11,301	)
Other	272		827

	6,290		(2,146	)

Income tax expense relating to ordinary activities	80,248		54,280

~~date,~~9 Sagasco has delivered a written request to MPC under Section 2 hereof, then at such date when the offer and sale of such Registrable Security has been effectively registered under the Securities Act and it has been sold or distributed in accordance with such effective registration statement.

~~The~~Origin ~~terms~~Energy ~~“Register”,~~Limited ~~“Registered”~~ and ~~“Registration”~~ ~~refer~~Controlled toEntities ~~a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.~~

“Registration Expenses” shall mean all expenses, except as included in Selling Expenses or as otherwise stated below, incurred by MPC in complying with Section 2 including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for MPC, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration5. DIVIDENDS

“SEC” shall mean the Securities and Exchange Commission.

Date the dividend is payable		3 October 2003

Date to determine entitlements to the dividend (ie on the basis of registrable transfers received by 5.00pm if securities are not CHESS approved, or security holding balances established by 5.00pm or such later time permitted by SCH Business Rules if securities are CHESS approved) and the last date for receipt of election notices for the dividend.		19 September 2003
		Consolidated		Consolidated
	Note	2003 $’000		2002 $’000
(a) Dividend Reconciliation
Final prior year dividend under/(over) provided		(1	)	1,818
Interim dividend of 5 cents per share, franked to 2 cents per share at 30% paid 24 March 2003 (2002: 2 cents per share, fully franked at 30%)		32,655		12,950
Nil (2002: Final dividend of 3 cents per share, fully franked at 30% paid 21 October 2002)		—		19,435

	10	32,654		34,203
Restatement adjustment:
Final dividend previously recognised in the year ended 30 June 2002, now recognized in the current financial year as a result of the initial adoption of AASB 1044 “Provisions, Contingent Liabilities and Contingent Assets” (refer note 1).	10	19,435		—

		52,089		34,203

(b) Subsequent Event
Since the end of the financial year, the Directors have declared a final dividend of 5 cents per share, franked to 2 cents per share at 30%, payable 3 October 2003.		32,885		—

~~“Securities~~The ~~Act”~~financial ~~shall~~effect ~~mean~~of ~~the~~this ~~Securities~~dividend has ~~Act~~not ofbeen ~~1933,~~brought asto ~~amended,~~account ~~and~~in the ~~rules~~financial ~~and~~statements ~~regulations promulgated~~for ~~thereunder.~~the year ended 30

~~“Selling~~June ~~Expenses” shall~~2003 ~~mean all underwriting discounts, selling commissions~~ and ~~stock~~will ~~transfer~~be ~~taxes~~recognised ~~applicable~~in tosubsequent ~~the~~financial ~~MPC Shares registered by the Holder~~reports.

2.(c) ~~Requested~~Dividend ~~Registration~~Franking Account

~~(a)~~Origin ~~Subject~~Energy toLimited ~~the~~has ~~terms~~no ~~and~~available ~~conditions~~franking set forth in this Agreement, if at any time within 30 days from the date of this Agreement MPC shall receive a written request from the Holder to file a registration statement under the Securities Act covering the resale registration of all Registrable Securities held by the Holder, MPC shall use its reasonable best efforts to cause to be filed and declared effective as soon as reasonably practicable a registration statement, on Form S-3 or such other appropriate registration form under the Securities Act as MPC in its discretion shall determine, providing for the sale of the Registrable Securities requested to be included by the Holdercredits. ~~Subject to Section 2(b)(i) hereof, the Holder shall have the right to make only one (1) request for Registration of the Registrable Securities held by the Holder under this Section 2.~~

~~(b)~~10 MPC’s obligation to use its reasonable best efforts to cause Registrable Securities to be registered in accordance with Section 2(a) shall be subject to each of the following limitations, conditions and qualifications:

~~(i)~~Origin ~~MPC~~Energy ~~may~~Limited postpone for a period of ten (10) days the filing or the effectiveness of a registration requested pursuant to Section 2 if the Board of Directors of MPC determines in good faith that such registration might have an adverse effect on any plan or proposal by MPC or any of its subsidiaries with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction or that MPC is in possession of material non-public information and ~~disclosure~~Controlled ofEntities ~~such information is not in the best interests of MPC; provided, however, that as soon as the conditions~~

~~permitting~~6. ~~such~~NOTES ~~delay~~TO noTHE ~~longer~~STATEMENT ~~exist,~~OF ~~MPC~~CASH ~~shall~~FLOWS give notice of that fact to the Holder and shall promptly proceed with the registration unless the Holder shall have elected, at any time prior to the close of business on the 10th business day after MPC has so notified the Holder, to withdraw its request for registration, and such withdrawn request shall not constitute a request hereunder.

(ii) MPC shall not be required to effect any registration pursuant to Section 2(a) unless such registration relates to all of the Registrable Securities held by the Holder.

	Consolidated	Consolidated
	2003 $’000	2002 $’000
(A) Reconciliation of cash and cash equivalents
Cash includes cash on hand, at bank and short term deposits at call, net of outstanding bank overdrafts.
Cash as at the end of the financial period as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows:

Cash	16,431	17,255
Bank overdrafts	—	(6,704	)

	16,431	10,551

(B) The following non cash financing and investing activities have not been included in the Statement of Cash Flows:

Issue of shares in respect of the Dividend Reinvestment Plan	28,156	8,117

3.11 ~~Expenses of Registration~~

~~Except~~Origin asEnergy ~~otherwise~~Limited ~~provided~~and ~~herein,~~Controlled ~~all~~Entities Registration Expenses incurred in connection with all registrations pursuant to Section 2 shall be borne by MPC. Unless otherwise stated, all Selling Expenses relating to MPC Shares registered on behalf of the Holder shall be borne by the Holder.

46. ~~Registration~~NOTES ~~Procedures~~TO THE STATEMENT OF CASH FLOWS (continued)

(aC) ~~Upon~~The ~~receipt~~consolidated ofentity ~~the~~acquired ~~Holder’s~~entities/businesses ~~written~~during ~~request pursuant to Section 2, MPC shall keep~~ the ~~Holder~~year ~~advised~~ended in30 ~~writing~~June as2003 tofor ~~the~~total ~~initiation~~consideration ~~of the registration and as to the completion thereof. At its expense, MPC shall:~~

~~(i) prepare and file with the SEC a registration statement with respect to such Registrable Securities as soon as practicable following receipt~~ of ~~the~~$225 ~~notice~~million ~~but no later than 60 days following receipt of the notice~~ (~~subject~~30 toJune ~~extension~~2002: ~~pursuant~~$87 ~~to Section 2(b~~million)~~(i))~~. ~~and~~The ~~use~~total ~~its~~assets ~~reasonable~~and ~~best~~liabilities ~~efforts~~acquired toare ~~cause such registration statement to become effective~~ as ~~promptly~~follows: ~~as practicable following receipt of the notice (subject to Section 2(b)(i));~~

(ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act and the rules thereunder with respect to the disposition of all the Registrable Securities and other securities covered by such registration statement until the earlier of (A) the expiration of 210 days after the Holder is notified by MPC that it may commence the sale of the Registrable Securities covered by such registration statement (as such period may be extended pursuant to the provisos below and Section 4(c), the “Sale Period”) and (B) until MPC has received written notice from the Holder that it does not intend to sell additional Registrable Securities; provided, that, if the offering of Registrable Securities pursuant to such registration statement is terminated or suspended by any stop order, injunction, or other order or requirement of the SEC, the NASDAQ Stock Market, Inc. (or any similar entity) or any other governmental agency or court, the Sale Period shall be extended by the number of days during the period from and including the date such stop order, injunction, or other order or requirement becomes effective to and including the date when such termination or

	Consolidated	Consolidated
as at 30 June	2003 $’000	2002 $’000
CURRENT ASSETS
Receivables	133,327	7,168
Inventories	3,470	5,663
Other	3,377	14,573

TOTAL CURRENT ASSETS	140,174	27,404

NON-CURRENT ASSETS
Receivables	363	—
Property, plant and equipment	93,011	70,572
Deferred tax assets	15,258	229

TOTAL NON-CURRENT ASSETS	108,632	70,801

TOTAL ASSETS	248,806	98,205

CURRENT LIABILITIES
Payables	99,906	7,129
Provisions	37,183	1,623

TOTAL CURRENT LIABILITIES	137,089	8,752

NON-CURRENT LIABILITIES
Deferred tax liabilities	—	1,282
Provisions	36,305	719

TOTAL NON-CURRENT LIABILITIES	36,305	2,001

TOTAL LIABILITIES	173,394	10,753

NET ASSETS	75,412	87,452

Goodwill on acquisition	149,309	—

CONSIDERATION	224,721	87,452

~~suspension~~12 no longer exists; and provided further that (1) if the Holder provides written notice to MPC no later than the last day of the Sale Period that the average of the total monthly volume for the Common Stock traded on the NASDAQ SmallCap Market for the first six (6) months of the Sale Period was less than 550,000 shares, and (2) the Holder has not sold all of the Registrable Securities, then the Sale Period shall be extended by one sixty (60) day period;

~~(iii)~~Origin ~~promptly~~Energy ~~notify~~Limited ~~the Holder when the registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed,~~ and, ~~with~~Controlled ~~respect~~Entities to the registration statement or any post-effective amendment to the registration statement, when the same has become effective and furnish to the Holder of the Registrable Securities covered by such registration statement, without charge, such numbers of copies of the registration statement, each amendment and supplement thereto, the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act and the rules thereunder, and such other documents as it may reasonably request in order to facilitate the disposition of the Registrable Securities;

~~(iv)~~7. ~~use~~CONTRIBUTED ~~its~~EQUITY reasonable best efforts to register, qualify or exempt the Registrable Securities covered by such registration statement under such securities or Blue Sky laws of such states as shall be reasonably necessary to enable the Holder to dispose of the Registrable Securities covered by such registration statement; provided, that MPC shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states;

(v) promptly notify the Holder of (i) the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation or threatening of any proceedings for that purpose or (ii) the receipt by MPC of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and, in either case, use its reasonable best efforts to obtain the withdrawal of any such order or suspension at the earliest practicable date.

		Consolidated	Consolidated
	Note	2003 $’000	2002 $’000
ISSUED AND PAID-UP CAPITAL
657,709,751 (2002: 647,829,152) ordinary shares, fully paid		418,612	385,039

ORDINARY SHARE CAPITAL
Balance at the beginning of the financial year		385,039	178,457

Shares issued:
- 2,333,300 (2002: 761,650) shares in accordance with the Senior Executive Option Plan		5,417	1,570
- 7,547,299 (2002: 2,693,165) shares in accordance with the Dividend Reinvestment Plan		28,156	8,117
- Nil (2002: 44,196,526) shares in accordance with the Share Placement		—	123,332
- Nil (2002: 26,500,287) shares in accordance with the Share Purchase Plan		—	73,563
- Nil (2002: 629,145) shares in accordance with the Employee Share Plan		—	—

Total movements in ordinary share capital	10	33,573	206,582

		418,612	385,039

~~(vi)~~Terms promptly notify the Holder selling Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing or that the registration statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and ~~the rules thereunder, and, in such event, without delay prepare and furnish to the Holder a registration statement or prospectus~~conditions

~~supplemented~~Holders orof ~~amended~~ordinary shares are entitled to ~~correct~~receive ~~any~~dividends ~~such~~as ~~deficiencies;~~declared from time to time and are entitled to one vote per share at

~~(vii)~~shareholders’ ~~use~~meetings. ~~its~~In ~~commercially reasonable efforts to cause all such Registrable Securities to be listed or quoted, prior to~~ the ~~date~~event of ~~the~~winding ~~first~~up ~~sale~~ of ~~such~~the ~~Registrable~~company, ~~Securities~~ordinary ~~pursuant~~shareholders rank toafter ~~such registration~~creditors, onand ~~such~~are ~~securities~~fully ~~exchange~~entitled ~~or quotation system on which the Common Stock is then listed or quoted; and~~

~~(viii)~~to ~~comply~~any ~~with~~proceeds ~~all applicable rules and regulations~~ of ~~the~~liquidation. ~~SEC; and~~

~~(ix)~~13 ~~take all other reasonable steps necessary to effect the registration of the Registrable Securities contemplated thereby.~~

~~(b)~~Origin ~~The~~Energy ~~Holder~~Limited ~~shall provide (in writing~~ and ~~signed~~Controlled byEntities the Holder and stated to be specifically for use in the related registration statement, preliminary prospectus, prospectus, or other document incident thereto) all such information and materials, including without limitation the intended plan of distribution, and take all such action as may be required in order to permit MPC to comply with all applicable requirements of the SEC and any applicable state securities laws and to obtain any desired acceleration of the effective date of any registration statement prepared and filed by MPC in which the Holder’s Registrable Securities will be included.

(c) Upon receipt of any notice from MPC that MPC has become aware that the prospectus (including any preliminary prospectus) included in any registration statement filed pursuant to Section 2 hereof, as then in effect, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Holder shall immediately discontinue disposition of the Registrable Securities pursuant to the registration statement covering the same until the Holder’s receipt of copies of a supplemented or amended prospectus and, if so directed by MPC, deliver to MPC all copies other than permanent file copies then in the Holder’s possession, of the prospectus covering the Registrable Securities that was in effect prior to such amendment or supplement8. ~~The~~ISSUED ~~Sale~~AND ~~Period~~QUOTED ~~shall~~SECURITIES beAT ~~extended~~30 byJUNE ~~the~~2003 number of days in the period from and including the date such notice is received by the Holder to and including the date MPC gives notice that the Holder may dispose of the Registrable Securities pursuant to the registration statement.

(d) MPC shall provide, at the Holder’s expense, such assistance as the Holder may reasonably request to sell the Registrable Securities on the NASDAQ SmallCap Market.

Category of securities	Number issued	Number quoted
Ordinary securities	657,709,751	657,709,751

Changes during year ended 30 June 2003 Increases through issues in accordance with:
(a) the Dividend Reinvestment Plan	3,062,208	3,062,208
	4,485,091	4,485,091

	7,547,299	7,547,299

(b) the Senior Executive Option Plan (refer Exercised details below)	2,333,300	2,333,300

	9,880,599	9,880,599

5. Indemnification

Options	Number	Exercise price		Expiry date
On issue at 30 June 2003	365,000	$	1.66	4 Dec 2003
	50,000	$	1.50	4 Dec 2003
	30,000	$	1.66	19 Jan 2004
	1,250,000	$	2.24	1 Feb 2004
	881,500	$	1.76	6 Dec 2004
	55,500	$	1.78	6 Dec 2004
	2,230,000	$	1.27	1 Mar 2005
	495,000	$	2.74	31 Aug 2006
	3,495,000	$	3.20	16 Dec 2006
	30,000	$	3.20	14 Jan 2007
	2,630,000	$	3.56	19 Dec 2007

Issued during year ended 30 June 2003	2,630,000	$	3.56	19 Dec 2007

Exercised during year ended 30 June 2003	1,125,000	$	2.92	11 Dec 2002
	280,000	$	1.66	4 Dec 2003
	30,000	$	2.92	2 Mar 2003
	30,000	$	1.66	19 Jan 2004
	784,400	$	1.76	6 Dec 2004
	83,900	$	1.78	6 Dec 2004

Expired during year ended 30 June 2003	35,000	$	2.92	11 Dec 2002
	70,000	$	5.02	11 Dec 2002

~~(a)~~14 To the extent permitted by law, MPC shall indemnify and hold harmless the Holder, each of its officers, directors and each person controlling the Holder (within the meaning of Section 15 of the Securities Act), and, in connection with an underwritten offering by the Holder, each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular, or

~~other~~Origin ~~document~~Energy ~~(including~~Limited any related registration statement, notification, or the like) incident to the registration of the Registrable Securities or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation by MPC of the Securities Act or any rule or regulation thereunder applicable to MPC that relates to such registration and ~~shall~~Controlled ~~reimburse~~Entities the Holder, each of its officers, directors, and each person controlling the Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that MPC shall not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to MPC by the Holder or underwriter and stated to be specifically for use therein. The indemnity agreement contained in this Section 5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of MPC (which consent shall not be unreasonably withheld).

(b) To the extent permitted by law, the Holder shall indemnify and hold harmless MPC, each of its officers and directors, and each person, if any, who controls MPC (within the meaning of Section 15 of the Securities Act) against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular, or other document (including any related registration statement, notification, or the like) incident to the registration of the Registrable Securities or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement or omission arises out of or is based upon written information furnished to MPC by the Holder and stated to be specifically for use therein9. ~~The~~EARNINGS ~~Holder~~PER ~~shall~~SHARE ~~reimburse MPC and each of its officers and directors, and each person, if any, who controls MPC~~ (~~within the meaning of Section 15 of the Securities Act~~EPS), for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action described in this Section 5(b). The indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld).

(c) Each party entitled to indemnification under this Section 5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim (or threatened claim) as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim (or threatened claim) in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

	Consolidated	Consolidated
	2003 cents	2002 cents
Details of basic and diluted EPS reported separately in accordance with paragraph 9 and 18 of AASB 1027 “Earnings Per Share” are as follows.
Basic EPS	24.8 cents	20.2 cents
Diluted EPS	24.7 cents	20.1 cents

Weighted average number of shares used as the denominator

	2003 Number	2002 Number
Number for basic earnings per share
Ordinary Shares	652,380,401	637,291,869

Number for diluted earnings per share
Ordinary Shares	652,380,401	637,291,869
Effect of executive share options on issue	4,061,388	2,996,168

	656,441,739	640,288,037

Reconciliation of earnings used in calculating EPS:

	2003 $’000	2002 $’000
Basic and diluted EPS
Net profit	166,303	133,600
Less: Outside equity interests	4,351	4,940

Amount used as numerator in calculating basic and diluted EPS	161,952	128,660

~~(d)~~Information Ifconcerning the classification ~~Indemnification provided for in this Section 5 is held by a court~~ of ~~competent~~securities jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and on the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information is supplied by the Indemnifying Party or the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation.

6.(a) ~~Conditions~~Fully ~~Precedent~~paid toordinary ~~Registration~~shares

~~MPC’s~~Fully ~~obligations~~paid ~~under~~ordinary ~~this~~shares ~~Agreement to effect the registration of any Registrable Securities~~ are ~~subject~~classified toas ~~the~~ordinary ~~agreement~~shares tofor ~~and~~ the ~~performance~~ bypurposes ~~the Holder~~ of ~~such~~calculating ~~Registrable~~basic Securities of the obligations of the Holder contained in this Agreement, including, without limitation, the agreement by the Holder to pay certain expenses incurred in connection with the sale of the Registrable Securities pursuant to Section 3 hereof. Unless the Holder shall, if requested by MPC, complete, execute and ~~deliver~~diluted ~~all~~earnings agreements, questionnaires, indemnities, powers of attorney, underwriting agreements, and other documents customary in a proposed registration or deemed reasonably necessary by MPC to evidence the Holder’s agreements and obligations under this Agreement, MPC will have no obligation to register the Holder’s Registrable Securities.

7per share. ~~Rule 144; Form S-3~~

~~MPC~~(b) ~~shall~~Share ~~use~~Options its reasonable best efforts to file all reports required to be filed by it under the Exchange Act so as to enable the Holder to sell shares pursuant to the exemption contained in Rule 144 under the Securities Act and to comply with the other eligibility requirements for use of Form S-3 set forth in the instructions to Form S-3.

8.Share ~~Effect~~options ofgranted ~~Breach~~under the Senior Executive Option Plan have been classified as potential ordinary shares and

~~In addition to any other statutory, equitable, or common law remedy MPC may~~ have~~, in the event the Holder materially breaches any of its obligations~~ ~~pursuant~~been toincluded ~~this~~in ~~Agreement and fails to cure~~ the ~~breach~~determination ~~within ten days~~ of ~~its~~diluted ~~receipt~~earnings ofper ~~notice~~share. ~~from~~The ~~MPC~~options ~~of such breach, the Holder shall~~ have nonot ~~further~~been ~~rights~~included ~~under~~in ~~Section~~the ~~2 hereof and this Agreement will thereupon terminate and be of no continued force or effect.~~

9.determination ~~Amendments~~of ~~and~~basic ~~Waivers~~earnings per share.

~~Except~~15 ~~as otherwise provided herein, any term of this Agreement may be amended and the~~

~~observance~~Origin ofEnergy ~~any~~Limited ~~term of this Agreement may be waived (either generally or in a particular instance~~ and ~~either~~ ~~retroactively~~Controlled orEntities prospectively), only with the written consent of MPC and the Holder. Any amendment or waiver effected in accordance with this Section shall be binding upon any person or entity that is granted certain rights under this Agreement and upon MPC.

10. ~~Successors~~RETAINED ~~and~~PROFITS ~~Assigns~~AND TOTAL EQUITY

Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

		Consolidated		Consolidated
	Note	2003 $’000		2002 $’000
Retained profits reconciliation
Previously reported retained profits at the end of the previous financial year		1,095,158		999,223
Adjustment resulting from initial adoption of revised AASB 1028 “Employee Benefits”		(283	)	—
Adjustment to dividends resulting from initial adoption of revised AASB 1044 “Provisions, Contingent Liabilities and Contingent Assets”		19,435		—

Restated retained profits at the beginnng of the financial year		1,114,310		999,223
Dividends recognised in the current year as a result of the initial adoption of AASB 1044 “Provisions, Contingent Liabiities and Contingent Assets”	5	(19,435	)	—
Current year dividend paid during the year	5	(32,654	)	(34,203	)
Net profit attributable to members of the parent entity, Origin Energy Limited		161,952		128,660
Aggregate of amounts transferred (to)/from reserves		(196	)	1,478

Retained profits at the end of the financial year		1,223,977		1,095,158

Total equity reconciliation
Total equity at the beginning of the financial year		1,626,039		1,328,372
Total changes in parent entity interest in equity recognised in the Statement of Financial Performance		159,890		127,216
Transactions with owners as owners:
Contributions of equity	7	33,573		206,582
Dividends recognised during the year	5	(32,654	)	(34,203	)
Total changes in outside equity interests		2,756		(1,928	)

Total equity at the end of the financial year		1,789,604		1,626,039

~~11.~~16 ~~Notices~~

~~Any~~Origin ~~notice~~Energy orLimited ~~other communication required or permitted to be given hereunder shall be in writing~~ and ~~shall~~Controlled beEntities ~~effective upon the earlier of:~~

~~(a)~~11. ~~hand~~CONTROL ~~delivery~~GAINED orOVER ~~delivery~~ENTITIES byHAVING ~~telecopy~~MATERIAL orEFFECT facsimile at the address or number designated below if delivered on a business day during normal business hours where such notice is to be received, or the first business day following such delivery if delivered other than on a business day during normal business hours where such notice is to be received;

(b) on the third business day following the date of mailing, by registered or certified mail, return receipt requested, postage prepaid; and

Name of entity		AES Australia Holding BV AES Mt Stuart BV AES Mt Stuart General Partnership

Consolidated operating profit and extraordinary items after tax of the entity since the date in the current period on which control was acquired		$762,000

Date from which such profit has been calculated		13 December 2002

~~(c)~~17 ~~on the first business day after delivery to an overnight delivery service if delivered by overnight delivery service to the following addresses:~~

If to Sagasco:		Copy to:
Sagasco Amadeus Pty Limited		Clayton Utz
Level 39, AMP Centre, 50 Bridge Street		Levels 22-35, No. 1 O’Connell Street
Sydney, 2000 Australia		Sydney NSW 2000 Australia
Attention: Company Secretary		Attention: Graham Taylor, Esq.
Fax: +612 9235 1661		Fax: +612 8220 6700
If to MPC:		Copy to:
Magellan Petroleum Corporation		Murtha Cullina LLP
c/o G&O’D Inc.		CityPlace I, 185 Asylum Street
Box 1146		Hartford, Connecticut 06103-2469
Madison, Connecticut 06443-1146		Attention: Timothy L. Largay, Esq.
Attention: Chief Executive Officer		Fax: (860) 240-6150
Fax: (203) 245-8290

Origin Energy Limited and Controlled Entities

~~Any~~12. ~~party~~INTERESTS ~~may~~IN ~~change the~~ENTITIES ~~address~~WHICH toARE ~~which~~NOT ~~notices,~~CONTROLLED ~~requests,~~ENTITIES ~~demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner~~

herein set forth.

	Percentage of ownership interest held at the end of the period				Contribution to net profit
	Consolidated 2003 %		Consolidated 2002 %		Consolidated 2003 $’000	Consolidated 2002 $’000
Equity accounted associates and joint venture entities:

BIEP Pty Ltd	33.3		33.3		—	—
BIEP Security Pty Ltd	33.3		33.3		—	—
Bulwer Island Energy Partnership	50.0		50.0		5,244	5,073
Campaspe Asset Management Services Pty Ltd	50.0		—		—	—
CUBE Pty Ltd*	50.0		50.0		5,627	2,579
Gas Industry Superannuation Pty Ltd	50.0		50.0		—	—
Rockgas Ltd	50.0		50.0		1,694	686
SEA Gas Partnership	50.0		50.0		—	—
Vitalgas Pty Limited	50.0		50.0		—	—
WEBE Pty Ltd	50.0		50.0		—	—

Total					12,565	8,338

Other material interests:

Envestra Limited	19.1	%	19.1	%	12,821	11,591

Total					12,821	11,591

~~12.~~* ~~Governing~~Osborne ~~Law~~Cogeneration Pty Ltd, a company incorporated in SA, is a wholly-owned controlled entity of CUBE Pty Ltd.

~~This~~18 Agreement, and any dispute, controversy or claim arising out of or relating to this Agreement or a breach thereof, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to the principles of conflict of laws thereof.

~~13.~~Origin ~~Entire~~Energy ~~Agreement~~Limited and Controlled Entities

~~This~~13. ~~Agreement~~CONTINGENT ~~and~~LIABILITIES the Share Sale Agreement and the other documents referred to herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements of the parties with respect to the subject matter hereof.

14Details of contingent liabilities and contingent assets where the probability of future payments/receipts is not considered remote are set out below, as well as details of contingent liabilities and contingent assets, which although considered remote, the Directors consider should be disclosed. ~~Counterparts~~The Directors are of the opinion that provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or by electronic transmission of an executed counterpart of any signature page to this Agreement to be executed hereunder shall have the same effectiveness as the delivery of a manually executed counterpart thereof.

	Consolidated	Consolidated
	2003 $’000	2002 $’000
Contingent liabilities not considered remote:
Unsecured:
Bank guarantees	169,811	99,566

15Origin Energy Limited has given to its bankers letters of responsibility in respect of accommodation provided from time to time by the banks to Origin Energy Limited’s wholly or partly owned controlled entities. ~~Severability~~

IfWarranties ~~one~~and orindemnities ~~more~~have ~~provisions~~been ofgiven ~~this~~by ~~Agreement~~entities ~~are~~in ~~held~~the toconsolidated beentity ~~unenforceable~~in ~~under~~relation ~~applicable~~to ~~law,~~environmental ~~such~~liabilities ~~provision~~for ~~shall be excluded from this Agreement and~~certain ~~the~~properties ~~balance~~as part of the ~~Agreement~~terms ~~shall be interpreted as if such provision were so excluded~~ and ~~shall~~conditions beof ~~enforceable in accordance with its terms~~divestments.

16A number of sites within the consolidated entity have been identified as contaminated, all of which are subject to ongoing environmental management programmes to ensure appropriate controls are in place and clean-up requirements are implemented. ~~Titles~~For sites where the requirements can be assessed and ~~Subtitles~~costs estimated, the estimated cost of remediation has been expensed or provided for. The contamination has generally resulted from prior activities conducted at the sites.

~~The~~Certain ~~titles~~entities ~~and~~within ~~subtitles~~the ~~used~~consolidated inentity ~~this~~are ~~Agreement~~subject ~~are~~to various lawsuits and claims, including claims for ~~convenience~~additional ~~only~~income tax, stamp duty and ~~are~~penalties, ~~not~~native title claims and a cross-claim arising from an action brought against Esso/BHP in relation to bethe ~~considered~~Longford explosion in ~~construing~~1998. orAny ~~interpreting~~liabilities ~~any~~arising ~~term~~from orsuch ~~provision~~lawsuits and ofclaims ~~this~~are ~~Agreement~~not expected to have a material adverse effect on the consolidated financial statements.

INA ~~WITNESS~~Demerger ~~WHEREOF,~~Deed ~~MPC~~was entered into in the 2000 year containing certain indemnities and ~~Sagasco~~other ~~have~~agreements between Origin Energy Limited and Boral Limited and their respective controlled entities covering the transfer of ~~executed~~the ~~this~~businesses, ~~Registration~~investments, ~~Rights~~debt ~~Agreement~~and asassets of ~~the~~Boral ~~day~~Limited and ~~year~~some ~~first~~temporary ~~above~~shared ~~written~~arrangements.

~~MPC:~~14. ~~MAGELLAN~~EVENTS ~~PETROLEUM~~SUBSEQUENT ~~CORPORATION~~TO ~~By:~~BALANCE ~~Name:~~DATE ~~James R. Joyce Title: President~~

~~SAGASCO:~~Dividends ~~SAGASCO~~declared ~~AMADEUS~~subsequent ~~PTY~~to ~~LIMITED~~30 ~~By:~~June ~~Name:~~2003 ~~Title:~~

~~Item.~~Refer Note 5.

~~Rule~~Oil ~~2.7,~~Company ~~3.10.3,~~of ~~3.10.4,~~Australia ~~3.10.5~~Limited

~~APPENDIX~~On 3B11 July 2003 Origin announced an off-market cash offer to acquire all the ordinary shares in Oil Company of Australia Limited (“OCA”) that it does not already own. At 30 June 2003 Origin held 85.23% of the issued capital of OCA. If successful, the anticipated purchase price of the remaining OCA shares is expected to be approximately $74 million.

~~New~~The ~~issue~~financial ~~announcement,~~effects of the above transactions have not been brought to account in the financial report for the year ended 30 June 2003.

~~application for~~19 ~~quotation of additional securities~~

and agreement

Annual Meeting

The annual meeting will be held as follows:

Place		Wesley Conference Centre
		220 Pitt Street
		Sydney NSW 2000

Date		16 October 2003

Time		10:30am

Approximate date the annual report will be available		16 September 2003

~~Information~~Compliance ~~or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become~~statement ~~ASX’s property and may be made public.~~

~~Introduced~~ 1~~/7/96.~~ ~~Origin: Appendix~~This 5.report ~~Amended~~has ~~1/7/98,~~been ~~1/9/99,~~prepared ~~1/7/2000,~~in ~~30/9/2001,~~accordance ~~11/3/2002.~~with Accounting Standard AASB 1039 “Concise Financial Reports” (excluding the discussion and analysis requirements of the standard) and applicable Urgent Issues Group Consensus Views.

~~Name~~2 ofThis ~~entity~~report and the accounts upon which the report is based, use the same accounting policies.

~~ORIGIN~~3 ~~ENERGY LIMITED~~This report does give a true and fair view of the matters disclosed.

~~ABN~~4 This report is based on accounts to which one of the following applies.

30þ ~~000~~The ~~051~~accounts ~~696~~have been audited. ¨ The accounts have been subject to review. ¨ The accounts are in the process of being audited or subject to review. ¨ The accounts have not yet been audited or reviewed.

We5 ~~(the~~The ~~entity)~~audit ~~give~~report ~~ASX~~is ~~the following information~~attached.

~~Part~~6 1The -entity ~~All~~has ~~issues~~a formally constituted audit committee.

You must complete the relevant sections (attach sheets if there is not enough space).

1		+Class of+securities issued or to be issued		Ordinary Fully Paid Shares
2		Number of +securities issued or to be issued (if known) or maximum number which may be issued		30,000

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3Item ~~Principal~~5. 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) Full Paid Ordinary Shares

4	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	Yes
To	Company Announcements Office	Facsimile	1300 300 021
5	Issue price or consideration	$1.66
Company	Australian Stock Exchange Limited	Date	20 August 2003
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued as a result of the exercise of Options issued pursuant to the rules of the Origin Energy Senior Executive Option Plan (previously the Boral Limited Senior Executive Option Plan)
From	Bill Hundy	Pages	21
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	11 July 2003
Subject	Results Announcement Year Ended 30 June 2003 - Presentation
		Number	+Class
8	Number and +class of +all securities quoted on ASX (including the securities in clause 2 if applicable)	657,753,801	Ordinary

		Number	+Class
9	Number and +class of +all securities not quoted on ASX (including the securities in clause 2 if applicable)	11,467,950	Options
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	All Shares Participate Equally
Part 2 - Bonus issue or pro rata issue
11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the +securities will be offered	N/A
14	+Class of +securities to which the offer relates	N/A
15	+Record date to determine entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A

This Transmittal is confidential. If you have received this document in error, please contact Origin Energy immediately.

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.		N/A
19		Closing date for receipt of acceptances or renunciations		N/A

Please find attached a presentation to be given to the Media and Financial Markets today regarding Origin Energy’s Results for the Full Year Ended 30 June 2003.

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	N/A
25	If the issue is contingent on +security holders’ approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

Regards

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30		How do +security holders sell their entitlements in full through a broker?		N/A
31		How do +security holders sell part of their entitlements through a broker and accept for the balance?		N/A

Bill Hundy

32		How do +security holders dispose of their entitlements (except by sale through a broker)?		N/A
33		+Despatch date		N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information

or documents

35		¨		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		¨		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 ¨ A copy of any trust deed for the additional +securities

(now go to 43)

Entities that have ticked box 34(b)

				Number		+Class
42		Number and +class of +all securities quoted on ASX (including the securities in clause 38)

(now go to 43)

All entities

Fees

43	Payment method (tick one)
	¨	Cheque attached
	¨	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	x	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

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

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.

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.

Sign here: Date: 14 July 2003

Company Secretary

~~Print~~Item ~~name:~~6. ~~William M Hundy~~

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~~Item.~~[GRAPHIC 6APPEARS HERE]

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To	Company Announcements Office	Facsimile	1300 300 021
Company	Australian Stock Exchange	Date	15 July 2003
From	Bill Hundy	Pages	14
Subject	SUBSTANTIAL HOLDER – CHANGE OF INTERESTS

Outline

We• ~~wish~~Performance to advise that the substantial shareholding of Origin Energy Limited group in Oil Company of Australia Limited (OCA) has altered and attach the Form 604 Notice of Change of Interests of Substantial Holder. Highlights

•

Financial Review

•

Operational Review

•

Outlook

Unless otherwise stated, all comparative data are in relation to the prior corresponding period, the financial year ended 30 June, 2002.

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[GRAPHIC APPEARS HERE]

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Financial highlights

• Total Revenue	$	3.4 billion		up 38	%
• EBITDA	$	491 million		up 21	%
• PAT	$	162 million		up 26	%
• Basic EPS		24.8	¢	up 23	%
• Free Cash Flow (FCF)	$	350 million		up 37	%
• FCF per share		53.7	¢	up 34	%
• Capex (incl.acquisitions)	$	524 million		up 30	%
• Net Debt / Capitalisation		29	%	up from 28	%
• OCAT / Funds Employed		15.6	%	up from 13.6	%
• Total dividends per share (franked to 4 cents)		10 cents		up 100	%

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Operating highlights

•

Higher contributions from retail following acquisition of CitiPower, favourable wholesale position and cessation of Gascor agency payments

•

Generation result boosted by Mt Stuart acquisition

•

Net oil production from the Perth Basin exceeds 500,000 barrels to date - strong profit contribution

•

New gas contracts for Cooper Basin and CSG assets

•

Steady progress on major development projects

•

Development of renewables portfolio

•

Improvements in working capital and billing

•

Offer of $4.25 per share for minority interests in OCA

•

LTIFR improved from 3.6 to 2.7 injuries/million hrs worked

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[GRAPHIC APPEARS HERE]

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Profit & Loss

	Jun 03 ($m)		Jun 02 ($m)		% change
Total Revenue	3,352.3		2,428.8		38	%
EBITDA	491.3		404.6		21	%
EBIT	295.3		230.7		28	%
Net interest expense	(48.7	)	(42.8	)	14	%
Tax expense	(80.2	)	(54.3	)	48	%
Outside equity interests	(4.4	)	(4.9	)	(12	)%
PAT	162.0		128.7		26	%

Earnings per share (cents)	24.8	¢	20.2	¢	23	%
Free cash flow p s (cents)	53.7	¢	40.1	¢	34	%

ROE	9.2	%	8.1	%	14	%

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Gascor agency payments

	Jun 03 ($m)	Jun 02 ($m)
Origin reported revenue	3,352	2,429
Retained by Gascor	61	147

Embedded Revenue	3,413	2,576
Group EBIT as reported	295	231
Profit Retained by Gascor	14	29

~ EBIT if Ret. Profit included	309	260

•

The agency agreement ended in October 2002 and no further agency payments will be made

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Group EBITDA up 21% on strong Retail performance and contribution from Mt Stuart......

Segments*	Jun 03 ($m)	Jun 02 ($m)	% change
Exploration & Production	187.6	185.2	1	%
Retail	232.1	166.8	39	%
Generation	48.3	30.2	60	%
Networks	23.4	22.5	4	%

Total	491.4	404.6	21	%

......while Generation segment has benefited from tolling arrangement with Retail

The Corporate Segment reported in previous results announcements has now been allocated across the four operational business segments

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Depreciation & Amortisation expense increased 13% to $196 million reflecting new capital expenditure.......

	Jun 03 ($m)	Jun 02 ($m)
Buildings, plant & equipment	84.8	79.5
Producing fields	46.5	44.5
Electricity hedging contracts	22.2	25.9
Licences and Goodwill	32.3	20.4
Retail Systems for FRC	8.7	2.1
Other	1.6	1.5

Total	196.1	173.9

......and increased amortisation of intangibles and retail systems

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Profit & Loss

	Jun 03 ($m)		Jun 02 ($m)		% change
Total Revenue	3,352.3		2,428.8		38	%
EBITDA	491.3		404.6		21	%
EBIT	295.3		230.7		28	%
Net interest expense	(48.7	)	(42.8	)	14	%
Tax expense	(80.2	)	(54.3	)	48	%
Outside equity interests	(4.4	)	(4.9	)	(12	)%
PAT	162.0		128.7		26	%

Earnings per share (cents)	24.8	¢	20.2	¢	23	%
Free cash flow p s (cents)	53.7	¢	40.1	¢	34	%

ROE	9.2	%	8.1	%	14	%

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Funding & Interest

	Jun 03		Jun 02		% change
Net debt ($m)	732		633		16	%
Total equity ($m)	1,790		1,626		10	%
Net debt to equity (%)	41	%	39	%	5	%
Debt to (debt + equity) (%)	29	%	28	%	4	%
Net interest expense ($m)	48.7		42.8		14	%
Net interest cover (x EBIT)	6.1		5.4		12	%
Average interest rate (%)	6.7	%	6.6	%	2	%

•

Completed US$250 million US Private Placement debt issuance over 7 to 15 years with all proceeds hedged to Australian dollars and used to repay shorter term facilities

•

Additional committed facilities in excess of $300 million are immediately available

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Tax reconciliation

	Jun 03 ($m)		Jun 02 ($m)
Profit before tax	246.6		187.9

Prima facie tax	74.0		56.4
add non-deductible amortisation	12.6		16.5
less tax loss benefit	0.0		(11.3	)
less tax free income	(6.2	)	(4.6	)
less other permanent differences	(0.2	)	(2.7	)

equals Tax expense	80.2		54.3

Tax paid*	(39.6	)	(22.5	)
Subvention payments ⁺	(10.0	)	(18.0	)

$36 million expected to be refunded in December half 2003

Final subvention payments of $4 million will be made by December 2003

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The OCAT ratio improved largely due to immediate cash flow from acquisitions

	Jun 03 ($m)		Jun 02($m)
EBITDA	491		405
Non-cash items (net)	13		(17	)
Change in Working Capital	39		16
Stay in business Capex (net)	(94	)	(65	)
Tax/Subvention Payments	(50	)	(40	)

OCAT	399		299
Net Interest Paid	(49	)	(43	)

Free cash flow	350		256

Funds Employed	2,465		2,189
OCAT Ratio	15.6	%	13.7	%

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Capital expenditure increased on the back of higher SIB and significant acquisitions

	Jun 03 ($m)	Jun 02($m)
Stay in business	97.1	64.9
Growth
Exploration & Production	128.8	74.3
Retail	19.2	69.8
Generation	3.7	46.0
Networks	0.0	0.1

Total capital expenditure	248.8	255.2
Acquisitions	275.6	148.0
Capex including acquisitions	524.3	403.2

•

SIB capex increase mostly due to higher Cooper Basin expenditure

•

Acquisitions included CitiPower ($132 m), Mt Stuart Power Station ($89 million), and CSG assets ($50 million)

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OCFR for the E&P segment is lower due to high up-front capex on development projects ............

	Funds Employed ($m)	Operating Cash flow ($m)	OCFR Jun 03 (%)		OCFR Jun 02 (%)
Exploration & Production	888	126	14.2	%	16.7	%
Retail	1,117	243	21.8	%	16.4	%
Generation	309	50	16.1	%	10.7	%
Networks	152	26	17.1	%	16.8	%

.......while Retail and Generation have benefited from immediate cash-flow associated with acquisitions

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Origin has steadily grown returns per share

[GRAPHIC APPEARS HERE]

•

Free cash flow per share up 34% reflecting the strong contribution of the Retail business and Mt Stuart

•

EPS is up 23%

•

A final dividend per share of 5¢ (franked to 2¢) brings total dividend per share to 10¢ (franked to 4¢)

•

Dividend payout ratio of 40% is consistent with Board guidance in October 2002

Origin continues to achieve EPS growth in excess of the long term goal of 10 - 15% pa

Free Cash Flow (as calculated on slide 14) per share

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[GRAPHIC APPEARS HERE]

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E&P: EBITDA reflects steady gas production while oil from the Perth Basin makes initial contribution

[GRAPHIC APPEARS HERE]

Includes acquisitions ¨

•

Perth Basin oil offsets sale of Bodalla assets and decline in oil production

•

2P reserves increased by 433PJe to 1,573 PJe net of production of 84 PJe

•

Major contracts signed for Cooper Basin and CSG

•

Capital Expenditure significantly higher due to developments in Perth Basin, CSG and Bass/Otway

•

Origin has made a bid for minority shareholdings in OCA of $4.25 per share, to close on 22 September

•

New Otway Basin acreage Perth and Surat Basin follow-up provide exploration upside

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Oil production from the Perth Basin has reversed the decline in liquids production of the last few years

[GRAPHIC APPEARS HERE]

•

Bodalla assets sold in FY ’02 for $16 million

•

$24 million invested in the Perth Basin in FY ’03 has replaced the declining Eromanga fields with a new producing province

•

Perth Basin fields producing in excess of 3,000 bopd Origin net, targeting 5,000 bopd net in calendar 2004

Average Oil Price Realised
FY ’02		A$ 42.37
FY ‘03		A$ 46.06

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Net 2P reserves increase of 433 PJe (5 times production) positions Origin to address gas market opportunities

[GRAPHIC APPEARS HERE]

*Proved and Probable Reserves (PJe)**
2P reserves at 30 June, 2002		1,140
plus Exploration success		82
plus Otway reserves upgrade		232
plus CSG acquisition (July ’02)		164
plus revisions & adjustments		39
less production		84
2P reserves at 30 June, 2003		1,573

•

Will book significant additional reserves in September upon completion of Durham field CSG appraisal program

•

Provisioning and write-downs in FY’03 was $16.6 million

•

Exploration carrying values in Greenfields areas without imminent production now only $21 million.

PJE - petajoule equivalent - a measure of energy

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Origin and OCA have continued to progress the commercialisation of CSG resources...........

[GRAPHIC APPEARS HERE]

•

July ’02 - increased equity in the Fairview (24%) and Durham (89%-99%) fields

•

Dec ’02 - Origin/OCA agreement with AGL to supply 340 PJ of gas over 13 years

•

Gas supply agreement with AMC unlikely to proceed

•

Expenditure of $89 million (incl. acquisitions) during FY ’03 is expected to increase to around $100 million during FY ’04

•

Myall Creek stratigraphic trap in the Surat Basin provides encouraging new play to complement Bowen Basin CSG

..........while exploration success at Myall Creek has added upside to the Surat Basin

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Significant progress has continued to be made in the Otway and Bass Basins

BassGas Project (37.5%)		Otway Gas Project (29.75%)
• Final Government & JV approval given		• Reserves in the Thylacine and Geographe fields now booked as 2P (298 PJe)
• Construction commenced in January 2003 - now 45% complete		• 3-phase development agreed by the JV parties

• Total cost around $450 million to provide 20 PJ and over 1 million barrels of liquids per annum gross (Origin share ~$170 million)		• Initial development cost of $750 million to provide 60 PJ/a gross (Origin share ~$220 million)
• Development on schedule and on budget		• EES/EIS submitted and on public exhibtion through July and August ‘03

• First gas in third quarter 2004		• First gas early 2006

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Additional permits have been secured in the Otway Basin in joint venture with Woodside............

[GRAPHIC APPEARS HERE]

•

Near-shore permit Vic/P37(V) on trend between Minerva and Port Campbell fields

•

Deep-water permit T/34P adjacent to Thylacine field and prospective for both gas and oil

•

Exploration programs will be integrated with work on existing permits

•

Trefoil exploration well to be drilled in FY’ 04 utilising the rig drilling BassGas development wells

..........to complement and leverage from existing Bass and Otway Basin exploration & development plans

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Oil and gas developments in the Perth Basin have been commercialised with further drilling to come

[GRAPHIC APPEARS HERE]

•

Hovea field successfully developed with facilities capable of producing in excess of 5000 bopd

•

Long term production tests at Eremia and Jingemia established flow rates of around 1000 and 1800 bopd respectively

•

Program of up to 10 wells spanning development, appraisal and exploration planned for FY ’04

•

Beharra Springs North and Hovea 2 gas discoveries to be followed up with further gas exploration

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Retail: EBITDA up 39% to $232 million on contributions from CitiPower, favourable wholesale position and cessation of agency payments

[GRAPHIC APPEARS HERE]

Includes agency sales in Victoria

Includes acquisitions ¨

•

Retail revenues increase 46% on the back of CitiPower acquisition, the cessation of the Gascor agency agreement, and a full year of 2002 tariff increases

•

Additional benefits from significant improvements in working capital and billing, but billing system change-over delayed from June to August ‘03

•

FRC fully introduced in Victoria and partially in SA. Churn within industry expectations.

•

Achieved milestone of 30,000 green energy customers and market share leadership for grid-connected solar systems

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Retail business: all areas contributed to the result

	Natural Gas *	Electricity	LPG
Revenue (A$m)	841	1,547	417

Gross Margin (A$m)	131	285	114

Sales - (PJ)	123
Sales - (TWh)		15
LPG (Ktonnes)			479

Total Sales (PJe)	123	54	24

Customer # (‘000)	986	851	200+

Gross revenue received from customers (including Retained Profit component). Gross Margin is after payment of Retained Profit

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The gradual introduction of FRC has produced variable churn data, but annualised rates appear to be stabilising.

[GRAPHIC APPEARS HERE]

Origin Customer Numbers (‘000)	Natural Gas	Electricity
Jun ‘02	986	582
CitiPower	—	264
Jun ‘03	986	851
Change net of acquisition	—	+5

Sources:

Graph: Various websites including Vencorp, Nemmco, Gasmarketco, ESAA, AGA

Table: Company information

Origin’s net position is flat for gas customers and a modest increase in electricity customer numbers

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A well structured portfolio of contracts enabled access to low pool prices whilst maintaining a well covered position

[GRAPHIC APPEARS HERE]

•

The pool price is not a good indication of true purchasing costs

•

Historic forward curves tend to reflect trends in the rolling annual spot curve

•

These historic curves approximate the buying costs of retailers

•

Effective management of electricity exposures requires purchase costs to be locked in 6-24 months or more ahead

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LPG margins have been maintained despite increased purchasing costs

[GRAPHIC APPEARS HERE]

•

Cost of LPG benchmark CP up $74 per tonne (17%) on previous year

•

Pacific volumes up but Australian volumes affected by drought and decline in Autogas sector. Overall volumes down 2%

•

Margins were maintained despite these pressures

•

Government announcement re the abolition of the “excise free” status of auto LPG unlikely to have a major impact for several years

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Generation: EBITDA up 60% to $48.3 million on contributions from Mt Stuart and tolling agreement with Retail

[GRAPHIC APPEARS HERE]

Includes acquisitions ¨

Total Sales Revenue includes inter-segment sales under the tolling agreement with Retail

•

Acquired Mt Stuart in December 2002

•

Tolling agreement means all plant is contracted with either 3^rd parties or Origin Retail

•

Significant progress was made in the development of renewable energy projects such as solar, wind and HDR

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Origin continues to add capacity in its Generation business with interests in over 880MW of installed capacity............

Major Origin Power Plants	Origin Int. %	Capacity Mwe	Type	Operation	Contracting Party
Osborne	50	180	Cogen	Base	NRG Flinders & Penrice
Worsley	50	120	Cogen	Base	Western Power & Worsley
Bulwer Is.	50	32	Cogen	Base	BP
OneSteel	100	8	Cogen	Base	OneSteel
Mt Stuart	100	288	OCGT	Peak	Enertrade
Quarantine	100	96	OCGT	Peak	Origin Retail
Ladbroke	100	80	OCGT	Base/ Int	Origin Retail
Roma	100	74	OCGT	Peak	Origin Retail

•

Increased maturity of the electricity market has enabled Origin to implement a Tolling Agreement to cover Quarantine, Ladbroke and Roma

•

Market based structure comprising

Payments for capacity based on capital invested and fixed costs

Payments for performance based on availability and running hours

........with all plants now covered by contracts with 3^rd parties or Origin Retail

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Origin has established a portfolio of renewable generation projects that provide value in an uncertain environment

[GRAPHIC APPEARS HERE]

•

Solar: Origin SLIVER^® Solar Cell technology tested and commercial viability established. Planning for pilot plant well advanced

•

Wind: Option to acquire 50% equity interest in Challicum Hills and progressed plans for development of the Kemmiss Hill Rd and Troubridge wind farms in SA

•

HDR: Origin has taken a 19% stake in Geodynamics at a cost of $5 million and secured arrangements to take up to 50% of the potential output

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Networks: EBITDA up 4% to $23.4 million including higher distributions from Envestra

[GRAPHIC APPEARS HERE]

excludes acquisitions

•

Distributions from Envestra were $1.2 million higher due to increased shareholding

•

Steady increase in Management fees offset by changes to other fees earned from Envestra

•

More than 25,000 customers added to networks under management, 300 km of new pipe laid and 105 km of mains replaced.

•

In JV with United Utilities won a 10 year contract for management of water network & treatment assets of Coliban Water in country Victoria. Revenues of $120 million over ten years expected.

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SEA Gas pipeline: Steady progress made in construction - on budget and on schedule with 530 km laid to mid August

[GRAPHIC APPEARS HERE]

Commissioning scheduled for October 2003 and first commercial gas January 2004

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[GRAPHIC APPEARS HERE]

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There are a number of factors influencing the profit outlook for FY ’04.........................

Positives		Negatives
• Increased oil production from the Perth Basin		• Gas production volumes will remain steady prior to additional sales from BassGas and CSG in FY ‘05

• Full integration of the CitiPower business will reduce costs		• Additional costs associated with gradual introduction of FRC in SA

• Compared to prior period no Gascor payments		• Continued Government capping of energy tariffs creates uncertainty in margins

• Full year contribution from Mt Stuart power station		• Lower contribution from electricity purchasing contracts

• SEA Gas pipeline will commence operation in early 2004

....while increased capital expenditure on development projects will continue to drive growth

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This Capital expenditure will be largely covered by cash flows from the business over the next few years

[GRAPHIC APPEARS HERE]

•

Committed or highly likely development projects underpin the growth of the company over the next several years

•

Current free cash flow will cover the majority of the capital required for this organic growth

•

Conservative gearing of 29% and borrowing capacity of over $400 million provide funding flexibility

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Origin maintains the long term goal of achieving EPS growth of 10-15% pa through sound strategy, effective acquisitions and internally generated growth............

[GRAPHIC APPEARS HERE]

•

Growth of the retail business has delivered significant value and may now plateau for a period

•

A modest decline in E&P has been reversed and major projects will see contributions from this area increase significantly going forward

•

Gas generation assets have been added by development and acquisition, and a solid portfolio of renewable energy projects has been aggregated

.........largely funded through cash flow from existing businesses

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[GRAPHIC APPEARS HERE]

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Item 7.

To	Company Announcements Office	Facsimile	1300 300 021
Company	Australian Stock Exchange Limited	Date	21 August 2003
From	Bill Hundy	Pages	8
Subject	EXPLORATION AND PRODUCTION PRESENTATION

Please find attached a copy of a presentation that Mr Rob Willink, General Manager, Exploration will deliver to the financial market today.

A copy of this presentation can also be obtained from our website www.originenergy.com.au under the Investor Centre - Presentations section.

Regards

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Bill Hundy

Company Secretary

02Item ~~9220 6467 – bill~~8.~~hundy@originenergy.com.au~~

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~~Copy~~[GRAPHIC ~~to:~~APPEARS ~~Company Secretary Oil Company of Australia Limited~~HERE]

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~~604 page~~Otway ~~1 15~~Basin ~~July~~- ~~2001~~Hot Spot 1

~~Form~~[GRAPHIC ~~604~~APPEARS HERE]

~~Corporations~~• ~~Act~~Following ~~2001~~the Thylacine and Geographe gas discoveries the offshore Otway has attracted many new players

~~Section~~• ~~671B~~Prospectivity centres on a reservoir fairway known as the Shipwreck Trough

~~Notice of~~• ~~change~~Origin ofhas recently acquired interests ofin ~~substantial~~the ~~holder~~deep water permit T/34P and the near shore permit Vic/P37(V) - both along this trend

To Company Name/Scheme		Oil Company of Australia Limited
ACN/ARSN		001 646 331
1. Details of substantial holder (1)
Name		Origin Energy Limited and the other bodies corporate as set out in Annexure A (“Origin”)
ACN/ARSN (if applicable)		000 051 696

[LOGO]

There was a change in the interests of the substantial holder on		11 / 7 / 2003
The previous notice was given to the company on		30 / 10 / 1995
The previous notice was dated		30 / 10 / 1995

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2.SCHEMATIC ~~Previous~~SECTION ~~and present voting~~OFFSHORE ~~power~~OTWAY BASIN

~~The~~[GRAPHIC ~~total~~APPEARS ~~number~~HERE] of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice			Present notice
	Person’s votes	Voting power (5)		Person’s votes	Voting power (5)
ORD	86,400,145	84.96	%	103,124,169	87.69	%

[LOGO]

3. ~~Changes in relevant interests~~

LOGO

~~Particulars~~Otway ofBasin: ~~each~~Proposed ~~change~~activity ~~in, or change in the nature of, a relevant~~2004-2006 interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange		Person whose relevantinterest changed		Nature of change (6)		Consideration givenin relation to change (7)		Class and numberof securitiesaffected		Person’s votesaffected
16/4/1998		Origin Energy Limited		DividendReinvestment PlanAllotment		$3.00 per share		ORD 10,094,204		10,094,204

[GRAPHIC APPEARS HERE]

16/4/1998	Origin Energy HoldingsLimited	DividendReinvestment PlanAllotment	$3.00 per share	ORD 3,729,340	3,729,340
16/4/1998	Origin Energy ResourcesLimited	DividendReinvestment PlanAllotment	$3.00 per share	ORD 160	160
16/4/1998	Origin Energy RetailLimited	DividendReinvestment PlanAllotment	$3.00 per share	ORD 160	160
16/4/1998	Origin Energy ServicesLimited	DividendReinvestment PlanAllotment	$3.00 per share	ORD 160	160
11/7/2003	Origin Energy Limited	See Annexure B	Price payable pursuant to takeover offer of no less than $4.25 per share asdescribed in theagreement atAnnexure B	ORD 2,900,000	2,900,000

•

Construction of the Otway Gas project will begin with the Thylacine field to be developed first

~~604 page~~• ~~2 15~~Exploration ~~July~~activity ~~2001~~will centre around acquisition of modern 3D seismic data followed by an active drilling campaign. Origin will participate in at least 4 exploration wells

4.• ~~Present~~Meanwhile ~~relevant~~in ~~interests~~the Bass Basin Origin will drill the Trefoil prospect utilising the rig that will also drill the Yolla development wells (next page)

~~Particulars~~[LOGO] ~~of each relevant interest of the substantial holder in voting securities after the change are as follows:~~

Holder of relevant interest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Nature of relevantinterest (6)	Class and numberof securities	Person’s votes
Origin Energy Limited	Origin Energy Limited	Origin EnergyLimited	Holder of securities	73,182,977	73,182,977
Origin Energy Holdings Limited	Origin Energy HoldingsLimited	Origin EnergyHoldings Limited	Holder of securities	27,037,712	27,037,712
Origin Energy Limited	Origin Energy ResourcesLimited	Origin EnergyLimited	Beneficial Holder ofsecurities	1,160	1,160
Origin Energy Retail Limited	Origin Energy RetailLimited	Origin Energy RetailLimited	Holder of Securities	1,160	1,160
Origin Energy Limited	Origin Energy ServicesLimited	Origin EnergyLimited	Beneficial Holder ofSecurities	1,160	1,160
Origin Energy Limited	Santos Facilities PtyLimited	Santos Facilities PtyLimited	See Annexure B	2,900,000	2,900,000

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5.[GRAPHIC ~~Changes~~APPEARS ~~in association~~HERE]

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~~The~~North ~~persons~~Perth ~~who~~Basin ~~have~~– ~~become~~Hot Spot ~~associates (~~2) ~~of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:~~

~~Name~~[GRAPHIC ~~and~~APPEARS ~~ACN/ARSN~~HERE] ~~(if applicable) Nature of association N/A~~

6.[LOGO] ~~Addresses~~

~~The~~6 ~~addresses of persons named in this form are as follows:~~

LOGO

Name		Address
Origin Energy Limited		Level 39, AMP Centre, 50 Bridge Street, Sydney, NSW 2000
Bodies corporate set out in Annexure A		See Annexure A

North Perth Basin – Hot Spot 2

Signature
	print name	William M Hundy	capacity Secretary
	sign here		date 15 / 7 / 2003

[GRAPHIC APPEARS HERE]

~~DIRECTIONS~~• Hovea, Jingemia, Eremia and Cliff Head discoveries have changed industry perception of region from poorly prospective for gas to highly prospective for both gas and oil

~~(1)~~• IfCurrent ~~there~~target ~~are~~is afor ~~number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations~~10,000 orbopd ~~the~~gross ~~manager~~by ~~and~~end ~~trustee~~ of ancalendar ~~equity~~year ~~trust)~~(5,000 ~~the~~bopd ~~names~~Origin could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.net)

~~(2)~~• ~~See~~Onshore ~~the~~discoveries ~~definition~~can ofbe ~~“associate”~~rapidly indeveloped ~~section~~to 9provide ofearly ~~the~~cash ~~Corporations Act 2001.~~flow

~~(3)~~• ~~See~~3D ~~the~~seismic ~~definition~~is ofagain ~~“relevant~~providing ~~interest”~~new ininsights ~~sections~~into ~~608~~this ~~and~~geologically ~~671B(7)~~complex ~~of the Corporations Act 2001.~~area

~~(4)~~[LOGO] ~~The voting shares of a company constitute one class unless divided into separate classes.~~

~~(5)~~7 ~~The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.~~

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~~(6)~~North ~~Include~~Perth ~~details of:~~Basin

~~(a)~~Schematic ~~any~~Structural ~~relevant~~Section agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

~~604 page~~[GRAPHIC ~~3 15~~APPEARS ~~July~~HERE] ~~2001~~

~~(b)~~[LOGO] ~~any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities~~

to8 ~~which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).~~

LOGO

~~See~~North ~~the~~Basin ~~definition~~- of3D ~~“relevant~~seismic ~~agreement”~~is inidentifying prospects ~~section~~not 9seen ofon ~~the~~2D ~~Corporations~~seismic ~~Act~~alone ~~2001.~~

~~(7)~~[GRAPHIC ~~Details~~APPEARS HERE] of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

~~(8)~~9 ~~If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write “unknown”.~~

LOGO

~~(9)~~Perth ~~Give~~Basin: ~~details,~~Proposed ifactivity ~~appropriate, of the present association and any change in that association since the last substantial holding notice.~~2004-2008

~~ANNEXURE~~[GRAPHIC AAPPEARS HERE]

~~This~~• isIncreasing ~~Annexure~~use A of 43D ~~pages~~seismic ~~referred~~will toresult in ~~Form~~better ~~604~~prospect ~~signed by me and dated 15 July 2003.~~ delineation

~~Signed:~~• Integration of new geological models should help maintain a high success rate

~~Dated:~~• 15Very ~~July~~active ~~2003~~exploration, appraisal and development program proposed

~~The~~• ~~following~~Western isAustralian agas ~~list~~market ofdynamics ~~the~~mean ~~related~~either ~~bodies~~gas ~~corporate~~or ofoil ~~Origin~~in ~~Energy~~this ~~Limited:~~area will very valuable

Entity		Address
Amadeus United States Pty Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Angari Pty Ltd		Level 1, North Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
BESP Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000
BTS Pty Limited		Level 6, 1 King William Street, Adelaide SA 5000
FRL Pty Limited		Level 6, 1 King William Street, Adelaide SA 5000
Gasmart (Vic) Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Huddart Parker Limited		Level 6, 1 King William Street, Adelaide SA 5000
Hylemit Pty Limited		78 Wyndham Street, Shepparton VIC 3630
OCA (CSG) Pty Limited		Level 1, North Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
OCA (Durham) Pty Limited		Level 1, North Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
OCA Holdings Pty Limited		Level 1, North Tower, John Oxley Centre 339 Coronation Drive, Milton QLD 4064
OE JV Co Pty Ltd		Level 39, 50 Bridge Street, Sydney NSW 2000
OE SEA Gas Holdings Pty Ltd		Level 39, 50 Bridge Street, Sydney NSW 2000
OE SEA Gas SPV2 Pty Ltd		Level 39, 50 Bridge Street, Sydney NSW 2000
OE SEA Gas SPV3 Pty Ltd		Level 39, 50 Bridge Street, Sydney NSW 2000

[LOGO]

Oil Company of Australia (Moura) Pty Ltd		Level 1, North Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Oil Company of Australia (Moura) Transmissions Pty Ltd		Level 1, North Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Oil Company of Australia Ltd		Level 1, North Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Oil Investments Ltd		Level 1, North Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Origin (LGC) (Aust) Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy (Vic) Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Amadeus NL		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Origin Energy American Samoa Inc		Nu’uuli, American Samoa
Origin Energy Asset Management Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Asset Management Services Pty Ltd		Level 39, 50 Bridge Street, Sydney NSW 2000
Origin Energy Australia Holding BV		Level 39, 50 Bridge Street, Sydney NSW 2000
Origin Energy Bonaparte Pty Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Origin Energy Contracting Limited		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Cook Islands Ltd		Avarua, Rarotonga, Cook Islands
Origin Energy Developments Pty Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Origin Energy Electricity Limited		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Finance Company Pty Limited		Level 39, 50 Bridge Street, Sydney NSW2000
Origin Energy Holdings Limited		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Industries Limited		12 Waione Street, Petone, Wellington New Zealand
Origin Energy LPG Limited		Level 6, 1 King William Street, Adelaide SA 5000

LOGO

Origin Energy Ltd		Level 39 AMP Centre, 50 Bridge Street, Sydney NSW 2000
Origin Energy Mt Stuart BV		Level 39, 50 Bridge Street, Sydney NSW 2000
Origin Energy Northwest Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Origin Energy NZ Share Plan Limited		12 Waione Street, Petone, New Zealand
Origin Energy Petroleum Pty Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Origin Energy Pipelines (Vic) Holdings Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Pipelines (Vic) Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Pipelines Pty Limited		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy PNG Ltd		Napa Napa Road, Kanudi, Port Moresby
Origin Energy Power Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Resources Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Origin Energy Resources NZ Ltd		12 Waione Street, Petone, Wellington, New Zealand
Origin Energy Retail Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy SA Pty Limited		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Samoa Ltd		Sogi, Samoa
Origin Energy Services Limited		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Solar Pty Limited		Level 39, 50 Bridge Street, Sydney NSW 2000
Origin Energy Solomons Ltd		Mendana Avenue, Honiara, Solomon Islands
Origin Energy SWC Limited		Level 18, 1 Spring Street, Melbourne VIC 3000
Origin Energy Tasmania Limited		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Vanuatu Ltd		Rue Pasteur, Port Vila, Vanuatu

Surat Basin - Hot Spot 3

Origin Energy WA Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000
Origin Energy Water Management Pty Ltd		Level 39, 50 Bridge Street, Sydney NSW 2000
Origin Energy Zoca 91-08 Pty Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Parbond Pty Limited		Level 39, 50 Bridge Street, Sydney NSW 2000
Sagasco Amadeus Pty Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Sagasco NT Pty Ltd		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
Sagasco Southeast Inc		Level 2, South Tower, John Oxley Centre, 339 Coronation Drive, Milton QLD 4064
The Albury Gas Company Limited		Level 6, 1 King William Street, Adelaide SA 5000
The Fiji Gas Co. Ltd		Cnr Amra Street & Foster Road, Walu Bay, Suva Fiji
Tonga Gas Ltd		Cnr Amra Street & Foster Road, Walu Bay, Suva Fiji
Vic Gas Distribution Pty Ltd		Level 6, 1 King William Street, Adelaide SA 5000

[GRAPHIC APPEARS HERE]

~~ANNEXURE~~11 B

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~~This~~Schematic isCross ~~Annexure~~Section B- ofSurat Basin ~~6 pages referred to in Form 604 signed by me and dated 15 July 2003.~~

~~Signed:~~[GRAPHIC APPEARS HERE]

~~Dated:~~12 ~~15 July 2003~~

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OnSurat 11Basin ~~July 2003, Santos Limited executed a pre~~-~~bid~~ ~~agreement~~Hot ~~with~~Spot ~~Origin~~3 Energy Limited pursuant to which Santos Limited has agreed to accept a takeover bid for 2,900,000 ordinary shares in Oil Company of Australia Limited (“OCA”) on certain conditions, including that the minimum price under the bid is $4.25 per OCA share.

A• ~~copy~~Recent ofsuccesses in the ~~agreement~~Surat isBasin ~~attached.~~suggest a large gas resource may be stratigraphically trapped at Myall Creek in the Permian Tinowon Fm.

No• ~~person~~A ~~makes~~further by4 ~~reason~~wells ofwill ~~this~~be ~~document~~drilled orstarting ~~its~~in ~~publication~~September, and ~~this~~3D ~~document~~seismic ~~does~~will ~~not~~be ~~contain,~~acquired ~~a proposal, public or otherwise,~~ to ~~make~~define athe ~~takeover~~aerial ~~bid~~extent ~~for~~of ~~securities~~the ~~in a company~~ accumulation

7• ~~July~~This ~~2003~~renewed activity in the Surat Basin complements the CSG assets of Origin/OCA in the Bowen Basin

~~Santos~~[GRAPHIC ~~Limited~~APPEARS HERE]

~~Santos~~13 ~~House Level 29~~

LOGO

91New ~~King~~Zealand.......the ~~William~~next ~~Street~~Hot Spot?

~~Adelaide~~[GRAPHIC SAAPPEARS ~~5000~~HERE]

~~Attention:~~• DrThe ~~Graeme~~gap ~~Bethune~~between supply and demand is widening as Maui goes into serious decline

~~Dear~~• ~~Sir~~Although the commercial imperative to find more gas is there, the area is technically difficult to explore

~~Oil~~• ~~Company~~Re-entry and deepening of ~~Australia~~Tuihu-1A ~~Limited~~is ~~(ACN~~imminent ~~001~~and ~~646~~Origin ~~331)~~is ~~(“OCA”)~~currently studying several gazettal areas

In[LOGO] consideration of the payment by Origin Energy Limited ACN 000 051 696 (“Origin”) of the sum of A$10.00 to Santos Limited ACN 007 550 923 (“Santos”) (receipt of which is acknowledged by Santos) and the various promises in this agreement, the parties agree as follows:

1.14 ~~Santos’ promise~~

1.1 Santos agrees that, if Origin or a subsidiary of Origin (“Bidder”):

(a) publicly proposes to make an unconditional off-market takeover bid for all the fully paid ordinary shares in OCA (“OCA Shares”) (other than OCA Shares currently owned by Origin or Bidder) within 2 Business Days of the date of acceptance of the terms set out in this letter; and

(b) makes offers for the OCA Shares under the off-market takeover bid for a consideration of no less than the Offer Price and which does not contain any defeating conditions (“Offer”) within 6 weeks after the proposal referred to above,

Santos will procure its related body corporate, Santos Facilities Pty Ltd (ACN 008 031 007) to accept such Offer in respect of a total of 2,900,000 OCA Shares (“Acceptance Shares”) on the terms set out in this letter agreement (“Agreement”).

1.2 In this Agreement:

(a) “Business Day” means a day that is not a weekend or a public holiday in the State of New South Wales;

(b) “Inside Information” has the meaning, in relation to OCA Shares, provided in section 1042A of the Corporations Act 2001.

(c) “Offer Period” means the offer period, as defined in section 9 of the Corporations Act 2001, in respect of the Offer; and

(d) “Offer Price” means cash consideration of A$4.25 per share.

2. Acknowledgment

Santos acknowledges and agrees that Bidder has the right, subject to the Corporations Act, to extend the Offer at any time.

3. Acceptance Arrangements

(a) Subject to the terms of this Agreement, Santos must procure its related body corporate, Santos Facilities Pty Ltd, to accept an Offer (if any) by Bidder in respect of the Acceptance Shares within 2 Business Days of the date the first offer under the off-market takeover bid is made by Bidder, and received by Santos.

(b) Santos must procure its related body corporate, Santos Facilities Pty Ltd, to do everything (including execute any document) that Bidder may reasonably require to give full effect to its obligations to accept an Offer (if any) in respect of the Acceptance Shares.

4. Restriction on dealing in Acceptance Shares only

Santos undertakes that, until this Agreement expires and terminates in accordance with paragraph 6 of this Agreement, it will procure its related body corporate, Santos Facilities Pty Ltd, to not sell, assign, transfer, encumber or otherwise dispose of any of the Acceptance Shares or agree to do so (including through creation of a security interest, or acceptance of any other takeover offer made in respect of OCA Shares), other than as permitted by this Agreement.

5. Warranties

Santos warrants that:

(a) its related body corporate, Santos Facilities Pty Ltd, is the legal owner of the Acceptance Shares, and that Santos is the beneficial owner of the Acceptance Shares and that, on satisfaction of the consideration due as a consequence of the acceptance

of an Offer, Bidder would become the legal owner, and be entitled to become the beneficial owner, of the Acceptance Shares free from any encumbrances;

(b) its related body corporate, Santos Facilities Pty Ltd, will be able to accept an offer in relation to the Acceptance Shares without the consent of any third party (other than a related body corporate);

(c) the execution and performance of this Agreement is not in breach of any trust deed, contract or other obligation to which Santos or its related body corporate, Santos Facilities Pty Ltd, are bound, nor will it cause any breach of law applying to Santos in any jurisdiction.

It is agreed that nothing in this document affects Santos’s or its related body corporate, Santos Facilities Pty Ltd’s, rights to dispose of, or exercise voting rights in respect of, OCA Shares which are in excess of the number of Acceptance Shares.

Origin warrants that the execution and performance of this Agreement is not in breach of any trust deed, contract or other obligation to which Origin is bound, nor will it cause any breach of law applying to Origin in any jurisdiction.

6. Expiry and Termination

6.1 This Agreement will expire and terminate on the first to occur of the following events:

(a) Bidder does not publicly propose to make an unconditional off-market takeover bid for OCA Shares within 2 Business Days of the date of acceptance of the terms set out in this letter; and

(b) Bidder does not make Offers within six weeks from the date the Bidder publicly proposes to make an unconditional off-market takeover bid for OCA Shares.

6.2 If this Agreement expires and terminates, neither Origin nor Santos is liable to the other party for any damages, expenses, losses, actions, claims or demands arising out of, or in connection with, this Agreement.

7. Non-disclosure

(a) Origin and Santos acknowledge that the contents of this Agreement and the negotiations which resulted in this Agreement are confidential and must not be disclosed to any person except as required in the lodgement of a substantial holder notice in relation to OCA or for the purposes of Origin announcing an Offer.

(b) Origin and Santos acknowledge that as a result of entry into this Agreement, Santos

and Origin may be or be deemed to be in possession of Inside Information. However, the parties acknowledge that this will no longer be the case upon the terms of agreement becoming public; and

(c) Origin and Santos acknowledge and agree that the Corporations Act 2001 prohibits any person who has material non-public information about a company from purchasing or selling securities, or from communicating that information to another person, under circumstances in which it is reasonably foreseeable that such other person may purchase or sell any of those securities whilst the relevant information remains material and non-public.

8. Assignment

Neither party may assign or novate this Agreement or any right, benefit or obligation under this Agreement or otherwise permit a third party to be substituted for it under this Agreement without the prior written consent of the other party (which consent may be withheld in the absolute discretion of the other party).

9. Governing Law

This Agreement is governed by the laws of the State of New South Wales, Australia and Origin and Santos agree to submit to the non-exclusive jurisdiction of courts exercising jurisdiction in the State of New South Wales.

10. Severance

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

11. Acceptance

Please indicate your acceptance of these terms by executing this letter where indicated below and returning it to Origin by 5pm (Sydney time) on Friday 11 July 2003.

12. Condition Precedent

This agreement is conditional upon and will only become binding and effective upon the execution by the Australian Securities & Investments Commission of a declaration under section 655A of the Corporations Act in relation to this agreement modifying section 610 of the Corporations Act to provide that Origin and Santos will not become “associates” merely because of this agreement.

Executed by Origin Energy Limited ACN 000 051 696 by or in the presence of:
Signature of director		Signature of secretary/other director
Name of director in full		Name of secretary/other director in full
Read and agreed The Common Seal of Santos Limited ACN 007 550 923 was here unto affixed in the presence of:
Signature of director		Signature of secretary/other director
Name of director in full		Name of secretary/other director in full
Date

Item. 7

ASX Release

21 July 2003

Hovea 8 Progress Report, Onshore Perth Basin, Western Australia

Origin Energy Resources Limited* advises that drilling of the development well Hovea 8 operated by ARC Energy NL and located in the onshore Perth Basin Production Licence L1, commenced on Saturday 19 July. As at 0600 hrs WST on Monday 21 July, the well was drilling ahead at 561 metres.

The Hovea 8 well is being drilled from the Hovea Production Facility as a horizontal well with the horizontal Dongara Sandstone section located between the Hovea 3 and Hovea 4 wells. The Hovea 8 well design incorporates the design and drilling parameters from the recent successful deviated well program together with a number of technically advanced drilling techniques. The well is designed to provide optimal drainage of the Hovea reserves, redundancy in the production system, and the ability to meet long term production targets.

Participants in L1 and L2 (excluding the Dongara, Mondarra and Yardarino fields), and Hovea 8 are:

Origin Energy Developments Pty Limited*		50.00	%
Arc Energy NL (Operator)		50.00	%

* a wholly owned subsidiary of Origin Energy Limited

For further information contact:

John Piper

Executive General Manager - Oil and Gas Production

Phone: 07 3858 0681

Email: john.piper@upstream.originenergy.com.au

Item. 8

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

APPENDIX 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

ORIGIN ENERGY LIMITED

ABN

30 000 051 696

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1		+Class of +securities issued or to be issued		Ordinary Fully Paid Shares
2		Number of +securities issued or to be issued (if known) or maximum number which may be issued		23,750

4	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	Yes
5	Issue price or consideration	$1.76
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Issued as a result of the exercise of Options issued pursuant to the rules of the Origin Energy Senior Executive Option Plan (previously the Boral Limited Senior Executive Option Plan)
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	22 July 2003 - 8,200 23 July 2003 - 15,550
		Number	+Class
8	Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	657,777,551	Ordinary

		Number	+Class
9	Number and +class of +all securities not quoted on ASX (including the securities in clause 2 if applicable)	11,444,200	Options
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	All Shares Participate Equally

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the +securities will be offered	N/A
14	+Class of +securities to which the offer relates	N/A
15	+Record date to determine entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A

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.		N/A
19		Closing date for receipt of acceptances or renunciations		N/A

20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders	N/A
25	If the issue is contingent +on security holders’ approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

30		How do +security holders sell their entitlements in full through a broker?		N/A
31		How do +security holders sell part of their entitlements through a broker and accept for the balance?		N/A

32		How do +security holders dispose of their entitlements (except by sale through a broker)?		N/A
33		+Despatch date		N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

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43	Payment method (tick one)
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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

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.

Sign here:		Date: 23 July 2003
	Company Secretary
Print name:	William M Hundy

Item. 9

ASX Release

24 July 2003

Hovea 8 Progress Report, Onshore Perth Basin, Western Australia

Origin Energy Resources Limited* advises that the Hovea 8 well operated by ARC Energy NL and located in the onshore Perth Basin Production Licence L1 was at 0600 hours WST preparing to drill out of 340 mm casing.

Operations since spud have been to drill ahead to 583 metres then run 340 mm (13 3/8 inch) casing to 576 metres.

Forward Program

The well will be drilled ahead to the top of the Dongara Sandstone reservoir section at which point 245 mm (9 5/8 inch) casing will be set prior to drilling the horizontal section in the reservoir.

Background

Participants in L1 and L2 (excluding the Dongara, Mondarra and Yardarino fields) and Hovea 8 are as follows:

Origin Energy Developments Pty Limited*		50.00%
Arc Energy NL (Operator)		50.00%

* a wholly owned subsidiary of Origin Energy Limited

For further information contact:

John Piper

Executive General Manager - Oil and Gas Production

Phone: 07 3858 0681

Email: john.piper@upstream.originenergy.com.au

Item. 10

ASX Release

30 July 2003

Origin Energy adds to offshore Otway acreage

Origin Energy Resources Limited advises that it has been awarded a new exploration permit in the offshore Otway Basin.

As announced today by the Acting Federal Resources Minister, Joe Hockey, Origin Energy and Woodside Energy Ltd have been awarded T/34P in response to their application for Area T02-1. T/34P lies in Tasmanian waters immediately west of T/30P which contains the Thylacine Gas Field, and southwest of VIC/P43 which contains the Geographe Gas Field in both of which the company has a 29.75% interest. The guaranteed work program for T/34P includes the acquisition of a 3D seismic survey in Year 2, and the drilling of a well in Year 3.

Earlier this year Origin Energy and Woodside Energy Ltd were also awarded the inshore Otway Basin exploration permit VIC/P37(v).

Equity participation in T/34P and VIC/P37(v) is as follows:

Origin Energy Resources Limited		37.5	%
Woodside Energy Ltd		62.5	%

T/34P will be operated by Woodside Energy Ltd. VIC/P37(V) will be operated by Origin Energy.

For further information contact:

Dr Rob Willink

General Manager - Exploration

Origin Energy

Phone: 07 3858 0676

Email: rob.willink@upstream.originenergy.com.au

Item. 11

31 July 2003

Report for the quarter ended 30 June 2003

To the Australian Stock Exchange

Origin Energy Limited (Origin) hereby submits this quarterly report to the Australian Stock Exchange which covers the activities of wholly owned subsidiary Origin Energy Resources Limited and 85% owned subsidiary Oil Company of Australia Limited (OCA).

Highlights during the quarter were:

• Oil production from the Hovea and Eremia fields in L1/L2, onshore Perth Basin, is averaging in excess of 5000 bopd (Origin 50% share 2500 bopd) while production testing of the Jingemia field in the neighbouring EP 413 has ranged between 1000 (constrained) to 1900 bopd (Origin has a 49.2% share in the Jingemia field).

• In July 2003 an appraisal/development drilling program commenced with a development well to be drilled on each of the Hovea and Eremia fields and an appraisal well on the Jingemia field. A water injection well will also be drilled on the Hovea field. Up to 10 wells in total are being considered for these fields and exploration targets in L1/L2 and EP 413.

• The BassGas Project (T/L1) is approximately 45% completed and on schedule with construction of the offshore gas platform continuing on schedule, horizontal directional drilling commenced at the shore crossing at Kilcunda and earthworks completed and foundations being poured at the gas plant at Lang Lang.

• The Otway Gas Project (Thylacine (T/30P) and Geographe (Vic/P43)) is progressing with the Joint Venture approving the development concept. The Proposed Development Concept document has been submitted to the Joint Authority as a precursor to applications for Production Licences to be submitted later in 2003. An EES/EIS has gone on public exhibition (from 26 June 2003) for a 2 month period.

• Twelve coal seam gas (CSG) wells were drilled during the period and production testing continued on the Durham and Mungi CSG fields. Front End Engineering Design and environmental studies were progressed for the key Durham project. PL 95 was granted over the Durham field and PPL 90 was also granted to allow construction of the Durham to Wallumbilla gas pipeline.

• Twelve gas development wells, three oil development wells and one oil exploration well were drilled in the South Australian sector of the Cooper Basin. All were successful and

were cased as future producers.

• The new coastal permit, Vic/P37(V), was awarded to Origin and Woodside. These coventurers have also been offered the grant of a new permit, T/34P, southwest of the Thylacine T/30P permit.

Report for the quarter ended 30 June 2003

1. SALES

The share of product sold during the quarter is summarised as follows:

Sales Volumes	Unit	ThisQuarter		PreviousQuarter		%Change		4th Quarter2001/02		YTD2002/03	YTD2001/02
Product
Natural Gas	PJ
SA Cooper & SWQ		9.55		8.27				9.78		37.79	37.86
Otway Basin		1.26		1.78				1.42		6.61	6.81
Perth Basin		0.60		0.79				0.41		2.78	2.10
Carnarvon Basin		1.49		1.57				1.47		6.69	7.17
Coal Seam Gas		2.22		2.08				2.02		9.04	8.04
Surat / Denison		2.90		2.73				2.61		11.05	10.56
USA		0.01		0.02				—		0.03	—
Total		18.03		17.24		5	%	17.71		73.99	72.54
Crude Oil	kbbls
SA Cooper & SWQ		113.58		81.66				98.88		408.42	341.76
Surat / Denison		10.67		7.95				17.25		47.28	115.73
Eromanga		—		—				(5.53	)	—	331.73
Perth Basin		210.93		104.00				14.91		396.73	14.91
USA		(0.24	)	(0.31	)			—		1.34	—
Total		334.93		193.30		73	%	125.51		853.77	804.12
Condensate/naphtha	kbbls
SA Cooper & SWQ		120.54		142.52				116.80		564.23	594.27
Otway Basin		7.33		7.41				7.68		29.90	32.52
Perth Basin		1.13		1.59				0.80		5.70	2.95
Surat / Denison		12.26		8.42				9.41		44.42	46.69
Total		141.26		159.94		-12	%	134.69		644.25	676.43
LPG	ktonnes
SA Cooper & SWQ		8.65		16.57				19.51		53.74	53.80
Surat / Denison		1.94		2.07				1.93		8.59	7.64
Total		10.59		18.64		-43	%	21.44		62.33	61.44
Ethane	ktonnes
SA Cooper & SWQ		7.27		7.09				12.46		35.46	46.88
Total		7.27		7.09		3	%	12.46		35.46	46.88
Sales Volume	PJE

Internal			3.67	3.73			3.22		15.92	11.85
External			17.97	16.78			17.65		71.44	74.49
Total			21.64	20.51	6	%	20.87		87.36	86.34
Sales Revenue	A$	’000
External			69,659	72,102	-3	%	64,210		286,313	262,851
Sales Volume by Basin (PJE)
SA Cooper & SWQ			11.67	10.70			12.59		47.71	48.14
Otway Basin			1.30	1.82			1.46		6.77	6.99
Perth Basin			1.83	1.40			0.50		5.12	2.20
Carnarvon Basin			1.49	1.57			1.47		6.69	7.17
Coal Seam Gas			2.22	2.08			2.02		9.04	8.04
Surat / Denison			3.12	2.92			2.86		11.99	11.86
Eromanga			—	—			(0.03	)	—	1.93
USA			0.01	0.01			—		0.04	—
Total			21.64	20.51	6	%	20.87		87.36	86.34
Conversion factors :
Crude oil		5.83	PJ/million bbls
Condensate		5.41	PJ/million bbls
LPG		49.3	PJ/million tonnes
Ethane		51.7	PJ/million tonnes

2. MARKETING AND DEVELOPMENT ACTIVITIES

2.1 South Australia

2.1.1 Cooper/Eromanga Basin

SA Unit Area (Interest 13.19%)

Twelve gas development wells (Moomba 169, 170, 171, 172 & 173, Dorodillo 4, Pelican 9 and 10, Caladan 3, Big Lake 72 and Cowralli 6 & 7) were drilled in the quarter. All were cased and suspended as future gas producers.

Three oil development wells were drilled during the quarter (Pelican 11, Jena 15 and 16). Each was cased and suspended as a future oil producer. The Pelican 11 development well was a twin of the Pelican 9 well, which discovered a new oil pool and flowed 3300 BOPD from the basal Birkhead/Hutton on drill stem test.

Patchawarra East Block (Interest 10.536%)

No significant activity during the quarter.

2.1.2 Otway Basin

PPL 62 (Interest 75.7143%, Katnook area gas fields (Operator)),

PPL 168 (Interest 75.7143%, Redman gas field (Operator))

No significant activity during the quarter.

2.2 Queensland

2.2.1 Cooper/Eromanga Basin

ATP 259P – SWQ Gas Unit (Origin Energy Resources Limited 16.5%) and Oil Company of Australia Limited 0.2375%)

No significant activity during the quarter.

ATP 259P (Origin Energy Resources Limited Block Interests 10-27%)

No significant activity during the quarter.

2.2.2 Surat Basin

PLs 30, 56 & 74 / PPL 22 (Oil Company of Australia Limited 20%, Angari Pty Limited 49% (Operator) in PLs 56 and 74; Oil Company of Australia Limited 20%, Angari Pty Limited 55% (Operator) in PL 30)

No significant activity during the quarter.

PLs 53 and 174 / PPL 63 (Oil Company of Australia Limited 100% (Operator))

The Myall Creek drilling program remained suspended during the quarter. It is now planned to recommence drilling in late August 2003.

PLs 70 & 71 (Oil Company of Australia Limited 22.5% (Operator), Angari Pty Limited 67.5% in PL 71; Oil Company of Australia Limited 100% (Operator) in PL 70)

No significant activity during the quarter.

PLs 10W, 11W, 12W, 28W, 69, 89 and 11 Snake Creek East Exclusion Zone (Oil Company of Australia Limited 10.745%, Oil Investments Ltd 35.505%); (Oil Company of Australia Limited 5.8075%, Oil Investments Ltd 19.1925% in Snake Creek East Exclusion Zone)

No significant activity during the quarter.

PLs 21, 22, 27 & 64 (Oil Company of Australia Limited 64% (Operator), Oil Investments Limited 19% and Angari Pty Limited 4.5% in PLs 21, 22 and 27; Oil Company of Australia Limited 83% (Operator) and Angari Pty Limited 4.5% in PL 64)

No significant activity during the quarter.

PL 14 / PPL 3 (Oil Company of Australia Limited 100% (Operator))

No significant activity during the quarter.

2.2.3 Bowen Basin (* denotes CSG permit(s))

PLs 41, 42, 43, 44, 45, 54, 67, 173 & 183 / PPLs 10 & 11 (Oil Company of Australia Limited 50% (Production Operator))

No significant activity during the quarter.

PL 94 * (Oil Company of Australia (Moura) Pty Ltd 100% (Operator))

PL 94 Sublease * (north of latitude 24o37’20”S) (Oil Company of Australia (Moura) Pty Ltd 50% (Operator))

Production testing at Mungi 2 continued intermittently during the quarter.

A nine well appraisal program on the Mungi field commenced in June. Mungi 6 and 7 were drilled prior to month end.

PL 101 * (Oil Company of Australia Limited 50% (Operator), Oil Company of Australia (Moura) Pty Ltd 50%))

No significant activity to report

PLs 90, 91, 92, 99, 100 (Fairview) * (Oil Company of Australia Limited 4.48%, Oil Company of Australia (Moura) Pty Ltd 2.34%, OCA (CSG) Pty Limited 17.0%, Origin Energy Resources Limited 0.11%)

Six appraisal/development wells were drilled during the quarter with a further well

commencing operations. A new compressor station to upgrade sales capacity was commissioning at the end of the period.

PL 195* (Durham) (Oil Company of Australia Limited 65.03% (Operator), OCA (CSG) Pty Limited 24.1%, Origin Energy Resources Limited 0.25%)

PL 195 was granted out of ATP 592P during the quarter. Production testing of wells within the new permit continued during the quarter. The pipeline licence, PPL 90, was also granted for the construction of the Durham to Wallumbilla gas pipeline.

2.3 Western Australia

2.3.1 Perth Basin

L11 (Interest 67.0%, Beharra Springs gas field (Operator))

No significant activity during the quarter.

L1/L2 (Excluding Dongara gas field) (Interest 50%, Hovea and Eremia oil fields)

Approval was granted during the quarter for a maximum production rate of 5000 barrels of oil per day (bopd) from the Hovea field subject to gas flaring rates. Approval was also given for production from the Eremia 1 well at a restricted rate of 1000 bopd.

Combined production from the fields has averaged in excess of 5000 bopd since June and is likely to remain at these levels until the drilling of additional wells to provide increased off take and pressure support.

Preparation commenced during the quarter for the drilling of up to 3 wells starting in July, these being a development well on the Hovea field (Hovea 8), a development well on the Eremia field (Eremia 2) and an appraisal well to enable additional water injection and provide pressure support for both fields (Hovea 9).

EP 413 (Interest 49.189%, Jingemia oil field (Operator))

The Jingemia 1 Extended Production Test commenced in May and was continuing at the end of the quarter. Production during the test has ranged from approximately 1000 (constrained) to 1900 bopd. Analysis of test data is ongoing to determine the optimum field development strategy.

Preparations have commenced for the drilling of a water source well to provide water for injection and pressure support and a Jingemia 2 appraisal well. Pending necessary Government approvals it is expected that Jingemia 2 will commence immediately after the Hovea 8 development well to be drilled in L1.

2.3.2 Carnarvon Basin

L9 (Interest 56.65%, Tubridgi gas field (Operator))

No significant activity during the quarter.

2.4 Victoria

2.4.1 Otway Basin

PPL 8 (Interest 100%, Dunbar gas field (Operator))

No significant activity during the quarter.

PPL 2 (Interest 100%, Iona gas field excluding Iona gas reservoir (Operator))

No significant activity during the quarter.

VIC/P43 (Interest 29.75%)

The optimum development concept for the Thylacine (T/30P) and Geographe (Vic/P43) fields has been selected following completion of detailed feasibility studies and a major review process conducted in May. The concept was ratified by the Otway Joint Venture in June. The selected concept involves development of Thylacine first, with an initial four wells drilled from a jackup rig over an unmanned wellhead platform, and Geographe developed with three subsea wells 2 to 4 years into production. A fifth Thylacine well may also be added at that time. The remainder of the initial development would comprise a subsea raw gas pipeline, a shore crossing near Port Campbell and a gas processing plant onshore.

The Operator has commenced Front End Engineering activity and identification of potential contractors prior to inviting tenders for the production facilities later in 2003.

The Proposed Development Concept document was submitted to the Joint Authority in May as a precursor to an application for a Production Licence over both fields to be submitted later in 2003.

Initial environmental studies have been completed and the draft EES/EIS was submitted to the Victorian and Commonwealth authorities during June 2003. The EES/EIS went on public exhibition on 26 June for a period of 2 months to the end of August.

Gas and liquids marketing activity continued through the quarter.

A gas balancing agreement is currently under negotiation between the Otway Joint Venture parties.

A final investment decision on development of the Thylacine and Geographe fields is due to be taken in April 2004 and first gas from the Otway Gas Project is planned for delivery to the market mid-2006. Origin intends to book its share of Thylacine and Geographe gas and liquids reserves as at 30 June 2003.

2.5 Tasmania

2.5.1 Otway Basin

T/30P (Interest 29.75%)

A preferred development concept for the Thylacine (T/30P) and Geographe (VIC/P43) fields has been selected. (Refer VIC/P43 in 2.4.1 above.)

2.5.2 Bass Basin

T/RL1 (Interest 37.5% (Operator))

Construction of the offshore gas platform at Batam continues to schedule with expected completion and sail-away to Bass Strait in early January 2004.

The Horizontal Directional Drilling at the shore crossing location near Kilcunda has commenced and is progressing to plan.

Earthworks have been completed at the gas plant site at Lang Lang and foundations are now being poured.

A Compulsory Acquisition process has commenced for the remaining 9 landowners along the onshore gas pipeline route who have not yet signed easement agreements.

Tenders have been called for the drilling of the two development wells on the Yolla structure.

The project remains on time and to budget with first gas expected in June 2004.

3. EXPLORATION ACTIVITIES

3.1 South Australia

3.1.1 Cooper/Eromanga Basin

SA Unit Area (Interest 13.19%)

One oil exploration well (Pelican 8) was drilled during the quarter. The well intersected oil columns in the Namur Sandstone and the basal Birkhead/Hutton. On drill stem test the Namur flowed oil to surface at 336 BOPD and 234 BWPD. The well was cased and suspended as a future oil producer.

Patchawarra East Block (Interest 10.536%)

No significant activity during the quarter.

3.1.2 Otway Basin

PEL 27 (Interest 100% (Operator))

The Nampara South prospect has been selected for drilling in fulfillment of the Year 5 work obligation. Farminees are being sought to contribute towards the Nampara South 1 well.

PEL 32 (Interest 75.7143% (Operator))

No significant activity during the quarter.

PEL 57 (Interest 50% (Operator))

Seismic mapping in the vicinity of the Summer Hill prospect was completed to understand the possible cause of the gravity anomaly associated with this prospect. A seismic acquisition program is being planned over this area.

PEL 66 (Interest 70% (Operator))

Geological and geophysical studies to evaluate the prospectivity of the permit are planned.

PEL 83 (Interest 60% (Operator))

Mapping of the Wetherall structure using newly reprocessed seismic data has commenced.

3.2 Queensland

3.2.1 Cooper/Eromanga Basin

ATP 259P - SWQ Gas Unit (Origin Energy Resources Limited 16.5% and Oil Company of Australia Limited 0.2375%)

No significant activity during the quarter.

ATP 259P (Block Interests 10-27%)

No significant activity during the quarter.

ATP 633P (Oil Company of Australia Limited 50% (Operator))

The Right-to-Negotiate (RTN) process is continuing to effect grant of this title.

3.2.2 Surat Basin (* denotes CSG permit(s))

ATP 212P (Oil Company of Australia Limited 20%, Angari Pty Limited 49% (Operator))

No significant activity during the quarter.

ATP 336P (Oil Company of Australia Limited 10.745%, Oil Investments Ltd 35.505%)

No significant activity during the quarter.

ATP 375P (Oil Company of Australia Limited 100% (Operator))

No significant activity during the quarter.

ATP 470P Redcap & Rolston (Oil Company of Australia Limited 22.5% (Operator), Angari Pty Limited 67.5% in ATP 470P Redcap; Oil Company of Australia Limited 100% (Operator) in ATP 470P Rolston)

No significant activity during the quarter.

ATP 471P Weribone Pooling Area (Oil Company of Australia Limited 50.64% (Operator))

No significant activity during the quarter.

ATP 606P * (Oil Company of Australia Limited 68.63% (Operator), OCA (CSG) Pty Limited 15.0%)

Planning for a seismic survey over the area about the successful Combabula core hole was advanced during the quarter.

ATP 631P * (Oil Company of Australia Limited 72.38% (Operator), OCA (CSG) Pty Limited 15.0%)

Planning for a proposed commitment well, Tchanning 1, was undertaken in the quarter.

ATP 663P * (Oil Company of Australia Limited 100% (Operator))

No significant activity to report.

ATP 680P * (Oil Company of Australia Limited 100% (Operator))

No significant activity to report.

ATP 692P * (Oil Company of Australia Limited 100% (Operator))

Plans were advanced to commence a new 9 well pilot in the Talinga field commencing next quarter subject to landowner approvals.

3.2.3 Bowen Basin ( * denotes CSG permit(s))

ATP 337P (Oil Company of Australia Limited 50%)

A seismic acquisition program (123 km) to address high graded areas of ATP337P was completed during the quarter. Processing of the new data plus reprocessing of older lines has commenced.

ATP 526P * (Oil Company of Australia Limited 4.48%, Oil Company of Australia (Moura) Pty Ltd 2.34%, OCA (CSG) Pty Limited 17.0%, Origin Energy Resources Limited 0.11%))

Planning to undertake an 8 well commitment program plus a 400 km seismic program was progressed. The first well in the program, Dawson Bend 1, spudded during June.

ATP 553P (Oil Company of Australia Limited 50%)

The seismic program in ATP 337P also addressed areas in ATP 553P.

ATP 564P * (Oil Company of Australia (Moura) Pty Ltd 50% (Operator))

Rain has delayed the commencement of production testing on the Harcourt 2 exploration well drilled earlier in the year.

ATP 584P * (Oil Company of Australia Limited 65.03% (Operator), OCA (CSG) Pty Limited 24.1%, Origin Energy Resources Limited 0.25%)

No significant activity to report.

An application to renew the permit for a further four years has been made.

ATP 592P * (Durham) (Oil Company of Australia Limited 65.03% (Operator), OCA (CSG) Pty Limited 24.1%, Origin Energy Resources Limited 0.25%)

Two coreholes were completed during the period. Production testing of the pilot program continued during the quarter along with Front End Engineering Design and environmental studies.

ATP 602P * (Oil Company of Australia (Moura) Pty Ltd 50% (Operator))

Production testing of the Timmy exploration wells commenced during the period.

ATP 623P * (Oil Company of Australia Limited 77.61% (Operator), OCA (CSG) Pty Limited 16.09%)

An application for renewal of ATP 623P for a further 12 months has been made. In conjunction a PL application covering the entire ATP has also been submitted.

ATP 653P * (Oil Company of Australia Limited 4.48%, Oil Company of Australia (Moura) Pty Ltd 2.35%, OCA (CSG) Pty Limited 17.02%)

No significant activity to report.

ATP 698P * (Oil Company of Australia Limited 100% (Operator))

Plans for a commitment well, Membrance 1, were advanced during the quarter.

ATP 701P * Application (Durham) (Oil Company of Australia Limited 3.264% (Operator), OCA (Durham) Pty Ltd 95%, OCA (CSG) Pty Limited 1.205%) Negotiations on an Indigenous Land Use Agreement (ILUA) with the native title claimants were finalised and the ILUA submitted to the Native Title Tribunal on May 7.

3.3 Victoria

3.3.1 Otway Basin

PEP 150 (Interest 50% (Operator))

Negotiations on a RTN Conjunctive Agreement with the native title claimants continued during the quarter.

PEP 152 (Interest 50.51% (Operator))

Seismic mapping in the southern part of the permit was completed. Also an evaluation of the Findra and Tower prospects was commenced.

PEP 159 (Interest 50% (Operator))

Seismic mapping of the Hawksdale prospect and a petrophysical analysis of logs from Hawksdale 1 was commenced.

PEP 160 (Interest 40%)

Evaluation of the prospectivity of the permit continued.

VIC/P43 (Interest 29.75%)

Evaluation of the prospectivity of the permit continued.

VIC/P37(V) (37.5% (Operator))

This new coastal permit was awarded during the quarter to a new Joint Venture comprising Origin and Woodside. It lies offshore from the Port Campbell gas fields. The permit carries a 3D seismic and two well commitment in the first 3 years. Planning for the 3D seismic survey is underway.

3.4 Tasmania

3.4.1 Otway Basin

T/30P (Interest 29.75%)

A renewal work program and relinquishment proposal was submitted to the Designated Authority for its approval which will renew the permit for a further 5 years. This process has been delayed pending the grant of the location blocks for the future Thylacine production license. Approval is expected soon.

T//34P (Interest 37.5%)

A new permit (to be T/34P) has been offered by the Joint Authority to Woodside

and Origin.

3.4.2 Bass Basin

T/18P (Interest 41.4% (Operator))

Volumetric, risk and economic assessments for the Trefoil prospect were completed during the quarter.

Planning for the proposed Trefoil 1 well commenced including detailed well design and cost estimation. A formal decision to proceed will be made in conjunction with approval of the Year 5 Joint Venture budget in August, with drilling most likely taking place in the second quarter of 2004.

T/RL1 (Interest 37.5% (Operator))

No significant activity to report.

3.5 Western Australia

3.5.1 Perth Basin

EP 320/L11 (Interest 67.0% (Operator))

Reprocessing of the Beharra Springs 3D seismic data was completed during the quarter.

Preparation has continued for the drilling of up to two wells during the second half of 2003.

EP 413 (Interest 49.189% (Operator))

Preparation commenced on the acquisition of a ground gravity survey across the Jingemia oil field and prospective areas to the south. Acquisition of the data (in conjunction with gravity acquisition in L1 and L2) is scheduled to commence in the third quarter of 2003 following necessary Government approvals.

L1 and L2 (Interest 50%)

Preparation commenced on the acquisition of a ground gravity survey across the prospective areas of L1 and L2 to the west, north and south of the Hovea and Eremia oil fields. Acquisition of the data (in conjunction with gravity acquisition in EP 413) is scheduled to commence in the third quarter of 2003 following necessary Government approvals.

Interpretation of the Hibbertia 3D seismic continued during the quarter.

EP 368 (Interest 15%)

No significant activity during the quarter.

WA 226P (Interest 28.75% (Operator))

Acquisition of the 522 km2 Macallan 3D marine seismic survey was completed during the quarter. Processing of the data was ongoing at the end of the quarter.

3.6 Northern Territory/Western Australia

3.6.1 Bonaparte Basin

WA-6-R, NT/RL1 (Interest 5%)

The Operator is continuing with development studies and marketing efforts to commercialise the Petrel field. Discussions have continued with potential customers during the quarter.

3.7 New Zealand

3.7.1 East Coast Basin

PEP 38328 (Interest 37.5%)

The permit has been surrendered.

PEP 38330 (Interest 22.5%)

Mapping of the recently reprocessed seismic data has been completed.

PEP 38332 (Interest 37.5%)

The permit has been surrendered.

3.7.2 Onshore Taranaki Basin

PEP 38718 (Interest 20%)

It is planned that the Tuihu 1 exploration well, which was drilled and suspended in 2001, will be deepened into the Kapuni Formation in the third quarter of 2003.

PEP 38728 (Interest 24%)

A relinquishment of 50% of the area as required at the end of the first five year term has been agreed within the Joint Venture. A work program for the next five year term is being developed.

PEP 38729 (Interest 25%)

The programmed studies for the permit are nearing completion.

PEP 38744 (Interest 50% (Operator))

Technical studies have been completed for the first permit year, with the Permit Year 2 work program being developed.

3.7.3 Offshore Taranaki Basin

PEP 38478 (Interest 50%)

The recent 200km seismic reprocessing programme, and its interpretation, has been completed. Further studies on structural imaging and reservoir prediction are underway.

3.8 United States of America

3.8.1 Gulf of Mexico (Onshore)

Production continued from the Burlington United Lands 1 well during the quarter. The negative oil production during the last two quarters corrected an over accrual at December 2002.

The Company has earned a 9.83% interest in the prospect area around the well.

4. EXPLORATION AND DEVELOPMENT EXPENDITURE

E & D Expenditure	A$’000	ThisQuarter	PreviousQuarter	%Change		4th Quarter2001/02	YTD2002/03	YTD2001/02
Exploration / Appraisal		14,591	11,150			10,739	55,884	53,337
Development / Plant		55,156	30,425			25,544	142,050	76,612
Total		69,747	41,575	68	%	36,283	197,934	129,949

The details and development activities and the expenditure and revenues relating to those activities referred to in this report have not been audited.

Item. 12

ASX Release

31 July 2003

Hovea 8 Progress Report, Onshore Perth Basin, Western Australia

Origin Energy Resources Limited* advises that the Hovea 8 development well operated by ARC Energy NL and located in the onshore Perth Basin Production Licence L1 was at 0600 hours WST drilling ahead at 1863 m.

Operations since the last report have been to drill out of the 340 mm (13 3/8 inch) casing shoe at 576 metres and then drill ahead to the current depth.

Forward Program

The well will be drilled ahead to the top of the Dongara Sandstone reservoir section at which point 245 mm (9 5/8 inch) casing will be set prior to drilling the horizontal section in the reservoir.

Background

Participants in L1 and L2 (excluding the Dongara, Mondarra and Yardarino fields) and Hovea 8 are as follows:

Origin Energy Developments Pty Limited*		50.00%
Arc Energy NL (Operator)		50.00%

* a wholly owned subsidiary of Origin Energy Limited

For further information contact:

John Piper

Executive General Manager - Oil and Gas Production

Phone: 07 3858 0681

Email: john.piper@upstream.originenergy.com.au

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 authorized.

Origin Energy Limited

By:		/s/ WILLIAM HUNDY
Name:		William Hundy
Title:		Company Secretary

Date: ~~August~~September 134, 2003

* Print the name and title of the signing officer under the Signature.

Sign here:

20 August 2003

(Company secretary)

Print name:

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