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, 2004

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
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                           NEW SOUTH WALES, AUSTRALIA
                 ----------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


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


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


                              (0011) 613 8616 1600
               ---------------------------------------------------
              (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 [ ]           No [x]


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 Rule 12b-2 of the Act). Yes [_] No [X]

<PAGE>

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




<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS
           <S>                                                                                             <C>

PART 1......................................................................................................5
ITEM 1.      BUSINESS.......................................................................................5
ITEM 2.      PROPERTIES.....................................................................................5
ITEM 3.      LEGAL PROCEEDINGS..............................................................................5
ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................5

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

PART III....................................................................................................8
ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................................8
ITEM 11.     EXECUTIVE COMPENSATION.........................................................................8
ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             AND RELATED STOCKHOLDER MATTERS................................................................8
ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................8
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................................................8

PART IV.....................................................................................................9
ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K...............................9
</TABLE>

                                       3


<PAGE>


                                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 the "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.



                                       4
<PAGE>


                                     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 Limited (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 99.1 and is
incorporated herein by reference.


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.



                                       5
<PAGE>



ITEM 6.       SELECTED FINANCIAL DATA

The Manager incorporates by reference its Noteholders Reports, filed as periodic
filings on Form 8-K, in respect of the Trust under Central Index Key  0001174852
and Central Index Key 0001293680 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 "Noteholder Report"),  for
the  quarterly  Payment  Date in March  2004 filed on Form 8-K in respect of the
Trust under Central Index Key 0001174852, and for the quarterly Payment Dates in
June 2004,  September 2004 and December 2004 filed on Form 8-K in respect of the
Trust  under  Central  Index  Key   0001293680,   which  include  all  financial
information relating to the Trust that is relevant to Noteholders.

o    Noteholders Report for the March 29, 2004 Payment Date
o    Noteholders Report for the June 28 2004 Payment Date
o    Noteholders Report for the September 27 2004 Payment Date
o    Noteholders Report for the December 29, 2004 Payment Date


The Manager also attaches hereto, as Exhibit 99.1 the following document:

o    Aggregate Totals for the period between January 1, 2004 to the end of the
     Trust's fiscal year on December 31, 2004

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 8-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.

                                       6
<PAGE>

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; and

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.

Any person  holding  financial or other assets of persons or entities  listed as
terrorists by the Minister for Foreign  Affairs in the  Commonwealth  Gazette is
prohibited from using or dealing with those assets.  It is a criminal offence to
make  assets  available  to such  persons.  The  persons or  entities  listed as
terrorists under the Charter of the United Nations  (Terrorism and Dealings with
Assets)  Regulations 2002 and the Iraq  (Reconstruction and Repeal of Sanctions)
Regulations 2003 include:

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  organisation  and certain other  individuals
     identified by the Reserve Bank of Australia as being linked to terrorism;

o    Jemiah Islamiah; and

o    the previous Government of Iraq, Saddam Hussein,  other senior officials of
     his regime and their immediate families.


CURRENCY EXCHANGE RATE RISK

Interest and  principal on the Notes are payable in U.S.  dollars and the Issuer
Trustee'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 Issuer Trustee,  the Issuer Trustee might have to exchange its Australian
dollars  for U.S.  dollars at an  exchange  rate that is less  favorable  to the
Issuer  Trustee  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 8-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.



                                       7
<PAGE>

                                    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 the 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 Limited is a wholly owned subsidiary of
Interstar  Wholesale  Finance  Pty  Limited  (formerly,   Interstar   Securities
(Australia) Pty Limited).  Its principal  business activity is the management of
securitisation   trusts   established  under  the  Interstar   Millennium  Trust
Programmes.

Interstar Wholesale Finance Pty Limited 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  Wholesale Finance
Holdings  Pty Limited  (formerly,  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 Limited
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.


                                       8

<PAGE>


                                     PART IV


ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-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 January 1, 2004 to the end of the
Trust's fiscal year on December 31, 2004. A copy of the Officer's Certificate of
Compliance is attached hereto as Exhibit No. 99.3.

<TABLE>
<CAPTION>

(a)  (3) EXHIBITS:

------------------------- --------------------------------------------------- -----------------------
      Designation                            Description                         Method of Filing
------------------------- --------------------------------------------------- -----------------------
<S>                      <C>                                                          <C>

Exhibit 13.1              Noteholders  Reports for the March 29, 2004,  June           13.1
                          28, 2004,  September 27, 2004 and the December 29,
                          2004 Payment Dates
Exhibit 31.1              Section 302 Certification                                    31.1
Exhibit 99.1              Aggregate  Totals for the  period  January 1, 2004           99.1
                          to December 31, 2004
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 MARCH 29, 2004  PAYMENT  DATE A REPORT ON FORM 8-K WAS FILED BY THE
     REGISTRANT IN ORDER TO PROVIDE THE STATEMENTS  FOR QUARTERLY  DISTRIBUTIONS
     TO THE NOTEHOLDERS.

     FOR THE JUNE 28,  2004  PAYMENT  DATE A REPORT ON FORM 8-K WAS FILED BY THE
     REGISTRANT IN ORDER TO PROVIDE THE STATEMENTS  FOR QUARTERLY  DISTRIBUTIONS
     TO THE NOTEHOLDERS.

     FOR THE  SEPTEMBER  27, 2004 PAYMENT DATE A REPORT ON FORM 8-K WAS FILED BY
     THE   REGISTRANT  IN  ORDER  TO  PROVIDE  THE   STATEMENTS   FOR  QUARTERLY
     DISTRIBUTIONS TO THE NOTEHOLDERS.

     FOR THE  DECEMBER  29, 2004  PAYMENT DATE A REPORT ON FORM 8-K WAS FILED BY
     THE   REGISTRANT  IN  ORDER  TO  PROVIDE  THE   STATEMENTS   FOR  QUARTERLY
     DISTRIBUTIONS TO THE NOTEHOLDERS.


NO OTHER  REPORTS ON FORM 8-K HAVE BEEN  FILED  DURING  THE LAST  TWELVE  MONTHS
COVERED BY THIS REPORT.


                                       9
<PAGE>


                                   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: March 24, 2005


                                       10
<PAGE>



                                INDEX TO EXHIBITS


EXHIBIT NO.                 DOCUMENT DESCRIPTION
----------- --------------------------------------------------------------------
13.1        Noteholders Reports for the March 29, 2004, June 28, 2004,
            September  27, 2004 and the December 29, 2004 Payment Dates

31.1        Section 302 Certification

99.1        Aggregate Totals for the period between January 1, 2004, to the end
            of the Trust's fiscal year on December 31, 2004

99.2        Independent Auditor's Annual Servicer Compliance Certificate

99.3        Officer's Certificate of Compliance

99.4        Servicer's Certificate of Compliance



                                       11