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.

Name of entity
SANTOS LTD

ABN
80 007 550 923

We (the entity) give ASX the following information.

Part 1 - All issues

$\mathbf{1}$ Class of securities issued or to be issued
$\overline{2}$ Number of securities issued or to be issued (if known) or maximum number which may be issued.
3 Principal terms of the securities (eq. 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)
$\overline{4}$ 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
5 Issue price or consideration
6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Fully paid ordinary shares.

49,800

Consistent with all other ordinary shares on issue.

Yes

$10.67 per share.

Issue of 49.800 shares pursuant to the terms of the Santos Employee Share Purchase Plan.

New issue announcement, application for quotation of additional securities and agreement

7	Dates of entering securities into uncertificatedholdings or despatch of certificates	18 November 2005
8	Number and class of all securities quoted onASX (including the securities in clause 2 ifapplicable)	593,966,496	Fully paid ordinaryshares.
		6,000,000	Franked UnsecuredEquity Listed Securities(FUELS).
		Number	Class
9	Number and class of all securities not quoted onASX (including the securities in clause 2 ifapplicable)		Fully paid ordinaryshares issued pursuantto the Santos EmployeeShare Purchase Plan:
		82,200	held by eligible(i)employees; and
		114,369	(i)held by Sesap PtyLtd as trustee forthe benefit ofeligible executives.
		46,500	Executive share plan '0'shares of 25 cents eachpaid to 1 cent.
		41,500	Executive share plan '2'shares of 25 cents eachpaid to 1 cent.
		862,600	Share AcquisitionRights issued pursuantto the Santos EmployeeShare Purchase Plan.
		2,450,290	Executive optionsissued pursuant to theSantos Executive ShareOption Plan.
10.	Dividend noticy (in the case of a trust		Rank equally with existing fully paid ordinary

Dividend policy (in the case of a trust, ΊŲ distribution policy) on the increased capital (interests)

Rank equally with existing fully paid ordinary shares.

Part 2 - Bonus issue or pro rata issue NOT APPLICABLE

$11$ Is security holder approval required?
$1212$ Is the issue renounceable or non-renounceable?
Ratio in which the securities will be offered 13

CADocuments and Settings\magin\Local Settings\Temporary Internet Files\OLK306\Appendix 3B - 21 Nov 2005 (2).doc\2

New issue announcement,application for quotation of additional securities and agreement

14	Class of securities to which the offer relates
15	Record date to determine entitlements
16	Will holdings on different registers (orsubregisters) be aggregated for calculatingentitlements?
17	Policy for deciding entitlements in relation tofractions
18	Names of countries in which the entity hassecurity holders who will not be sent new issuedocuments
19	Closing date for receipt of acceptances orrenunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to theissue
24	Amount of any handling fee payable to brokerswho lodge acceptances or renunciations onbehalf of security holders
25	If the issue is contingent on security holders'approval, the date of the meeting
26	Date entitlement and acceptance form andprospectus or Product Disclosure Statement willbe sent to persons entitled
27	If the entity has issued options, and the termsentitle option holders to participate on exercise,the date on which notices will be sent to optionholders
28	Date rights trading will begin (if applicable)

New issue announcement, application for quotation of additional securities and agreement

29	Date rights trading will end (if applicable)
30	How do security holders sell their entitlements infull through a broker?
31	How do security holders sell part of theirentitlements through a broker and accept for thebalance?
32	How do security holders dispose of theirentitlements (except by sale through a broker)?
33	Despatch date

Part 3 – Quotation of securities

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

34 Type of securities (tick one)
$(a)$ 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

Tick to indicate you are providing the information or documents

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 $\bullet$
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)

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

Number	Class

43 Number and class of all securities not quoted on ASX

Number	Class

Quotation Agreement

$11$ Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
$\overline{2}$ . 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.
- 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 section 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 guoted, 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.
1. 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.
$\overline{4}$ 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.

Sian here:

Managing Director

21 November 2005 Date:

Print name: JOHN CHARLES ELLICE-FLINT

AI assistant

SANTOS LIMITED Share Issue/Capital Change 2005

65872_rns_2005-11-21_f71d1f13-f60a-4d2d-bedf-790de74bfcf2.pdf

APPENDIX 3B