UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

(MARK ONE)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF1934

For the fiscal period ended December 31, 2003

OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission file number: 333-105239

                INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED
   in its capacity as manager of the Interstar Millennium Series 2003-3G Trust
                               ABN 75 560 146 719
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             (Exact name of Registrant as specified in its charter)


                               VICTORIA, AUSTRALIA
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                 (State or Other Jurisdiction of Incorporation)

                                       N/A
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

        LEVEL 10, 101 COLLINS STREET, MELBOURNE, VICTORIA, 3000, AUSTRALIA
        ----------------------------------------------------------------
                    (Address of principal executive offices)


                              (0011) 613 9612 1111
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              (Registrant's Telephone Number, Including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the last 90 days.
         Yes [X]           No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act rule 12b-2). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held
by  nonaffiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter. NOT APPLICABLE


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                                TABLE OF CONTENTS
<S>         <C>                                                                                            <C>

PART 1......................................................................................................4

ITEM 1.      BUSINESS.......................................................................................4
ITEM 2.      PROPERTIES.....................................................................................4
ITEM 3.      LEGAL PROCEEDINGS..............................................................................4
ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................4


PART II.....................................................................................................4

ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
             MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES..............................................4
ITEM 6.      SELECTED FINANCIAL DATA........................................................................5
ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS..........................................................................5
ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................5
ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................6
ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE.......................................................................6


PART III....................................................................................................7

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................................7
ITEM 11.     EXECUTIVE COMPENSATION.........................................................................7
ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             AND RELATED STOCKHOLDER MATTERS................................................................7
ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................7
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................................................7


PART IV.....................................................................................................8

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 6-K...............................8
</TABLE>


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                                INTRODUCTORY NOTE


The information  required for some items in Form 10-K is "not applicable" to the
Trust or the Manager.  As used in this Annual  Report  filed on Form 10-K,  "not
applicable" or "Not  Applicable"  means that the response to the referenced item
is omitted in reliance on the procedures  outlined in numerous no-action letters
issued  by  the  Commission's  Staff  with  respect  to  substantially   similar
securities and trusts that file annual reports on Form 10-K.


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                                     PART I

ITEM 1.  BUSINESS

This  Annual  Report on Form 10-K  relates to the  Interstar  Millennium  Series
2003-3G  Trust  (the  "Trust")  and the  Class A2 and Class B1  Mortgage  Backed
Floating Rate Notes (the "Notes")  issued  pursuant to the Note Trust Deed dated
as of July 8, 2003 (the "Note Trust Deed"),  between Perpetual Trustees Victoria
Limited,  the issuer trustee (the "Issuer  Trustee");  Interstar  Securitisation
Management  Pty Ltd (the  "Manager"),  as Manager;  and The Bank of New York, as
note trustee (the "Note Trustee").  Capitalised terms used in this Form 10-K and
not defined have the same meanings  given to them in the  Prospectus  and Series
Notice relating to the Notes.

The only business of the Trust is the collection and distribution of payments on
the  residential  mortgage  loans in the manner  described  in the  Registration
Statement on Form S-11 (File No.  333-105239)  (the  "Registration  Statement").
Accordingly,  there is no relevant information to report in response to Item 101
of Regulation S-K.


ITEM 2.  PROPERTIES

The  registrant  and the Trust do not own any physical  properties.  Information
regarding the mortgage loans is furnished under Item 15 - Exhibit 99.2.


ITEM 3.  LEGAL PROCEEDINGS

The Manager knows of no material legal  proceedings  involving any of the Trust,
the Manager, the Servicer or the Issuer Trustee.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No votes or consents of Noteholders  were  solicited  during the fiscal year for
any purpose.



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
         MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Notes are not traded on any  nationally  recognized  exchange  in the United
States.

The Notes are currently  represented by  certificates  registered in the name of
Cede & Co., the nominee of The Depository  Trust Company  ("DTC").  Accordingly,
Cede & Co. is the sole  holder of record of the Notes,  which it holds on behalf
of brokers, dealers, banks and other direct participants in the DTC system.

The trust pays no dividends with respect to the Notes, the information  required
by Item 201(c) of Regulation  S-K  regarding  dividends is  inapplicable  to the
Trust.  See  Exhibit  99.1 for  information  with  respect to  distributions  to
Noteholders.



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ITEM 6.  SELECTED FINANCIAL DATA

The Manager incorporates by reference its Noteholders Reports, filed as periodic
filings on Form 6-K, in respect of the Trust under Central Index Key  0001174852
which contain all  financial  information  related to the Trust  relevant to the
holders of the Notes (the  "Noteholders"),  pursuant to rule 12b-23  promulgated
under the Securities Exchange Act of 1934.

The Manager  globally  incorporates  by reference and attaches hereto as Exhibit
13.1,  pursuant to Rules 12b-23 promulgated under the Securities Exchange Act of
1934, the following quarterly Noteholders Report (the "Noteholders Report"), for
the quarterly  Payment  Dates in September  2003 and December 2003 filed on Form
6-K in respect of the Trust under  Central Index Key  0001174852,  which include
all financial information relating to the Trust that is relevant to Noteholders.

o    Noteholders Report for the September 29, 2003 Payment Date
o    Noteholders Report for the December 29, 2003 Payment Date

The Manager also attaches hereto, as Exhibit 99.1 the following document:
o    Aggregate Totals for the period between July 9, 2003, the date on which the
     Trust issued Notes,  to the end of the Trust's  fiscal year on December 31,
     2003 (such period which  includes the first Trust payment date on September
     29, 2003).

The foregoing presents all relevant financial information relating to the Trust.
Because of the limited business  activity of the Trust,  the Selected  Financial
Data in Item 301 of Regulation S-K would not provide any  meaningful  additional
information.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Because of the limited  business  activity  of the Trust,  the  presentation  of
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations,  as otherwise would be required by Item 303 of Regulation S-K, would
not be  meaningful.  All relevant  information  is  contained  in the  quarterly
servicing reports (filed under Current Reports on Form 6-K) as described above.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Currency Exchange Control Risk
------------------------------

Interest  and  principal  payments  to  holders  of the Notes are paid in United
States dollars  ("U.S.  dollars").  However  payments on the mortgage loans (the
"Collections")  are received by the Issuer Trustee,  in Australian  dollars,  in
Australia.  Pursuant to certain swap agreements  ("Currency Swaps"),  the Issuer
Trustee  is  required  to pay a  portion  of the  Collections  to  certain  swap
counterparties  (the "Currency Swap  Providers") who in turn pay ("Swap Currency
Exchange"),  at the direction of the Issuer Trustee, U.S. dollars to the holders
of the Notes.  It is possible that in the future,  Australia may impose exchange
controls that affect the  availability of Australian  dollar payments for making
payments under the Currency  Swaps.  The holders of the Notes will bear the risk
of the imposition of foreign exchange controls by the Australian government that
impact upon the Issuer  Trustee's  ability to exchange the  Collections for U.S.
dollars.

The Issuer  Trustee  has no  control  over such risk,  which will  generally  be
affected by economic and political  events in Australia.  If the Issuer  Trustee
does  not pay  some or all of the  amount  in  Australian  dollars  which  it is
required to pay the  Currency  Swap  Providers  under the  Currency  Swaps,  the
Currency Swap Providers are only required to pay the U.S.  dollar  equivalent of
the amounts they actually receive.  In such event, it is unlikely that the Trust
would have sufficient U.S. dollars to make the payments due on the Notes.

                                       5
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The specific prior approval of the Reserve Bank of Australia or the Minister for
Foreign  Affairs of the  Commonwealth  of Australia must be obtained for certain
transactions  involving or connected with  individuals or entities listed in the
relevant Commonwealth  Government Gazette as persons or entities identified with
terrorism or to which financial sanctions apply, including:
o    certain Yugoslav entities or individuals;
o    Jemaah Islamiah;
o    the Government of Zimbabwe, any public authority or controlled entity of
     the Government of Zimbabwe and certain other individuals identified by
     the Reserve Bank of Australia;
o    the Taliban (also known as the Islamic Emirate of Afghanistan) or any
     undertaking owned or controlled, directly or indirectly, by the Taliban;
o    Osama bin Laden, the Al-Qaeda organization and certain other individuals
     identified by the Reserve Bank of Australia as being linked to terrorism;
     and
o    the persons whose names are published in the Commonwealth Government
     Gazette Gn42 as amended by Commonwealth Government Gazette Gn37 and
     Commonwealth Government Gazette Gn49, and the persons whose names are
     listed under the Suppression of the Financing of Terrorism Act 2002
     (Commonwealth).


Currency Exchange Rate Risk
---------------------------

Interest and principal on the Notes are payable in U.S.  dollars and the Trust's
primary  source for funding its payments on the Notes is its  Collections on the
mortgage  loans,  which will be sourced in Australian  dollars.  If the Currency
Swap  Providers  were to fail to perform under the Currency  Swaps or were to be
discharged from such performance  because of a default  thereunder by the Trust,
the Trust might have to exchange its Australian  dollars for U.S.  dollars at an
exchange rate that is less  favorable to the Trust than when the Currency  Swaps
were entered into and might therefore not have  sufficient U.S.  dollars to make
timely payments on the Notes, even though the delinquency and loss experience on
the mortgage loans may be acceptable.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

As discussed above,  furnishing the financial  information required by Item 8 of
Form  10-K  would  not add any  relevant  information  to that  provided  by the
foregoing   statements.   Because  the  Notes  are  essentially   "pass-through"
securities, the Trust will have "income" only in the limited sense of collecting
payments on the mortgage  loans.  The only  material  items of "expense" for the
Trust will be the amounts paid as servicing compensation, and coupon interest to
investors.  The quarterly  Noteholder  reports  (filed on Form 6-K) disclose the
amount of "income" and "expenses" of the Trust.



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

There were no disagreements on accounting disclosures.



                                       6
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                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Trust has no directors or executive  officers.  Therefore,  this item is not
applicable.


ITEM 11. EXECUTIVE COMPENSATION

The Trust has no directors or executive  officers.  Therefore,  this item is not
applicable.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS

All of the Noteholders  maintained their security  positions with DTC. While
some of the  Noteholders'  security  positions in the Trust may exceed 5% of the
outstanding  amount of the Notes, such Notes do not constitute voting securities
within the meaning of Item 403 of Regulation S-K.

As at the  date of  this  report,  none  of the  officers  or  directors  of the
Registrant owns a beneficial interest in either the Trust, or in the Registrant.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Interstar  Securitisation  Management  Pty Ltd is a wholly owned  subsidiary  of
Interstar Securities (Australia) Pty Ltd. Its principal business activity is the
management of securitisation  trusts established under the Interstar  Millennium
Trust Programmes.

Interstar  Securities  (Australia) Pty Ltd acts as servicer (the  "Servicer") to
the Trust. The servicer receives a servicer fee direct from the Trust.

The  Servicer  is a wholly  owned  direct  subsidiary  of  Interstar  Securities
Holdings Pty Limited  ("Interstar  Holdings").  All shares in Interstar Holdings
are  ultimately  owned  (effective  September 29, 2003) by Challenger  Financial
Services  Group  Limited,  a  public  company  listed  on the  Australian  Stock
Exchange.

The Manager has  entered  into an  arrangement  with the  Servicer,  whereby the
Servicer  provides  services  and  various  facilities  to the Trust  Manager on
commercial terms, in order for the Manager to carry out its functions as manager
under the securitization  trusts.  Interstar  Securitisation  Management Pty Ltd
pays management fees to the Servicer.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Asset-Backed  Issuers are not required to disclose the  information  required by
this item.



                                       7
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                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 6-K

(a) (1) and (2):

Incorporated  herein as Exhibit 99.1 are the  aggregate  totals of the quarterly
Noteholder Reports to the Trust for the period between July 9, 2003, the date on
which the Trust issued Notes,  to the end of the Trust's fiscal year on December
31, 2003 (such period which  includes the first Trust  payment date on September
29, 2003). A copy of the Officer's  Certificate of Compliance is attached hereto
as Exhibit No. 99.3.

(a) (3) EXHIBITS:
<TABLE>
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------------------------- --------------------------------------------------- -----------------------
      Designation                            Description                         Method of Filing
------------------------- --------------------------------------------------- -----------------------
<S>                       <C>                                                          <C>

Exhibit 13.1              Noteholders  Reports  for the  September  29, 2003           13.1
                          and the December 29, 2003 Payment Dates
Exhibit 31.1              Section 302 Certification                                    31.1
Exhibit 99.1              Aggregate  Totals for the period between July 9,             99.1
                          2003, the date on which the Trust issued Notes,
                          to the end of the Trust's fiscal year on
                          December 31, 2003 (such period which includes the
                          first Trust payment date on September 29, 2003).
Exhibit 99.2              Independent  Auditor's Annual Servicer  Compliance           99.2
                          Certificate
Exhibit 99.3              Officer's Certificate of Compliance                          99.3
Exhibit 99.4              Servicer's Certificate of Compliance                         99.4
------------------------- --------------------------------------------------- -----------------------
</TABLE>


(b)  FOR THE  SEPTEMBER  29, 2003 PAYMENT DATE A REPORT ON FORM 6-K WAS FILED BY
     THE   REGISTRANT  IN  ORDER  TO  PROVIDE  THE   STATEMENTS   FOR  QUARTERLY
     DISTRIBUTIONS TO THE NOTEHOLDER.

     FOR THE  DECEMBER  29, 2003  PAYMENT DATE A REPORT ON FORM 6-K WAS FILED BY
     THE   REGISTRANT  IN  ORDER  TO  PROVIDE  THE   STATEMENTS   FOR  QUARTERLY
     DISTRIBUTIONS TO THE NOTEHOLDERS.

     ON SEPTEMBER  18, 2003 A REPORT ON FORM 6-K WAS FILED BY THE  REGISTRANT IN
     ORDER TO  PROVIDE  NOTICE  OF THE  ACQUISITION  OF THE  TRUST  MANAGER  AND
     SERVICER BY CHALLENGER FINANCIAL SERVICES LIMITED.

NO  OTHER  REPORTS  ON FORM 6-K  HAVE  BEEN  FILED  DURING  THE LAST SIX  MONTHS
(TRANSITIONAL PERIOD) COVERED BY THIS REPORT.


                                       8
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                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED



   /S/ SAM KYRIACOU
-------------------------
Name: Sam Kyriacou
Title: Director
Date: October 13, 2004




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                                INDEX TO EXHIBITS


EXHIBIT NO.  DOCUMENT DESCRIPTION
-----------  -------------------------------------------------------------------
13.1         Noteholders Reports for the September 29, 2003 and the December 29,
             2003 Payment Dates
31.1         Section 302 Certification
99.1         Aggregate  Totals  for the  period  between  July 9,
             2003,  the date on which the Trust issued Notes,  to
             the end of the Trust's  fiscal year on December  31,
             2003 (such  period  which  includes  the first Trust
             payment date on September 29, 2003)
99.2         Independent Auditor's Annual Servicer Compliance Certificate
99.3         Officer's Certificate of Compliance
99.4         Servicer's Certificate of Compliance



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