UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                                 FORM 20-F

(MARK ONE)
|_|      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                                     OR
|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the fiscal period ended June 30, 1999
                                     OR
|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


Commission file number 333-46945

    Westpac Securitisation Management Pty Limited (the "Trust Manager")
in its capacity as trust manager of the Series 1998-1G WST Trust (the "Trust")
                   Australian Company Number 081 709 211
           (Exact name of Registrant as specified in its charter)

                         New South Wales, Australia
              (Jurisdiction of incorporation or organization)

                60 Martin Place, Sydney, NSW 2000, Australia
                 (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the
Act:
None

Securities required to be registered pursuant to Section 12(g) of
the Act:
None

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:
US$1,372,700,000 Class A Mortgage Backed Floating Rate Notes due 2029
US$32,000,000 Class B Mortgage Backed Floating Rate Notes due 2029
(collectively, the "Notes")

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 which financial statement item the
registrant has elected to follow.

   Item 17|_| Item 18|_| Incorporated by Reference to filings on Form 6K|X|



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                                               CROSS-REFERENCE SHEET

20-F Item Number and Caption                                               Location
----------------------------------------------------------------------------------------------------------------

<S>                                                                        <C>
PART I

1.    Description of Business                                              Not applicable

2.    Description of Property                                              Property

3.    Legal Proceedings                                                    Legal Proceedings

4.    Control of Registrant                                                Control of Registrant

5.    Nature of Trading Market                                             Market Price Information

6.    Exchange Controls and Other Limitations Affecting
        Security Holders                                                   Exchange Controls and Other Limitations
                                                                           Affecting Security Holders

7.    Taxation                                                             Taxation

8.    Selected Financial Data                                              Selected Financial Data

9.    Management's Discussion and Analysis of Financial
      Condition and Results of Operations                                  Not applicable

9A    Disclosure of Market Risks Inherent in Derivatives
        and other Financial Instruments                                    Market Risks

10.   Directors and Officers of Registrant                                 Not applicable

11.   Compensation of Directors and Officers                               Not applicable

12.   Options to Purchase Securities from Registrant or
        Subsidiaries                                                       Not applicable

13.   Interest of Management in Certain Transactions                       Interest of Management in Certain
                                                                           Transactions


PART II

14.   Description of Securities to be Registered                           Not applicable


PART III

15.   Defaults upon Senior Securities                                      Defaults upon Senior Securities

16.   Changes in Securities and Changes in Security for
      Registered Securities and Use of Proceeds                            Changes in Securities and Changes in
                                                                           Security for Registered Securities and Use
                                                                           of Proceeds


PART IV

17.   Financial Statements                                                 Not applicable

18.   Financial Statements                                                 Not applicable

19.   (a)  Financial Statements                                            Periodic filings on Form 6-K incorporated
                                                                           by reference

      (b)  Exhibits                                                        Exhibits

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                             TABLE OF CONTENTS

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Part I

Incorporation of Certain Documents by Reference..............................1

Property.....................................................................1

Legal Proceedings............................................................1

Control of Registrant........................................................1

Market Price Information.....................................................2

Exchange Controls and Other Limitations Affecting Security Holders...........2

Taxation.....................................................................3

Selected Financial Data......................................................4

Market Risks.................................................................5

Interest of Management in Certain Transactions...............................5


Part II

Not Applicable...............................................................5


Part III

Defaults Upon Senior Securities..............................................5

Changes in Securities and Changes in Security for Registered
  Securities and Use of Proceeds.............................................5


Part IV

Financial Statements and Exhibits............................................6

Signatures...................................................................7

Index of Exhibits............................................................8


Exhibits

Exhibit 13.1: Noteholders Report for the July 20, 1998 Payment Date..........9

Exhibit 13.2: Noteholders Report for the October 19, 1998 Payment Date......14

Exhibit 13.3: Noteholders Report for the January 19, 1999 Payment Date......18

Exhibit 13.4: Noteholders Report for the April 19, 1999 Payment Date........21

Exhibit 13.5: Noteholders Report for the July 19, 1999 Payment Date.........26



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Exhibit 13.6: Aggregate Totals for the Fiscal Year..........................31

Exhibit 99.1: The Trust Manager Officer's Certificate of Compliance.........33

Exhibit 99.2: Custodial Services Audit Report by PricewaterhouseCoopers.....34

Exhibit 99.3: PricewaterhouseCoopers Consent to Publish Letter .............37

Exhibit 99.4: Financial Report for the Period Ending June 30, 1999..........38





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                                   PART 1

         This Annual Report on Form 20-F relates to the Series 1998-1G WST
Trust (the "Trust") and the Mortgage Pass-Through Certificates, Series
1998-1 (the "Certificates") issued pursuant to the Note Trust Deed dated as
of June 10, 1998, between Westpac Securities Administration Limited, as
Trustee (the "Issuer Trustee"); the Trust Manager, as trust manager; and
Morgan Guaranty Trust Company of New York, London Office, as Principal
Payment Agent. Capitalized terms used herein and not defined have the same
meanings ascribed to such terms in the Prospectus Supplement for the
above-referenced Certificates.

         The information required for some items in Form 20-F is "not
applicable" to the Trust or the Trust Manager. As used in this Annual
Report filed on Form 20-F, "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 certificates and
trusts that file annual reports on Form 10-K.


              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The Trust Manager incorporates by reference its periodic
filings of Form 6-K, which contain all financial information relating to
the Trust relevant to the holders of the Notes (the "Noteholders"),
pursuant to General Instruction F for Form 20-F and Rule 12b-23 promulgated
under the Securities Exchange Act of 1934.


Item 2.     PROPERTY

         The property of the Trust consists solely of residential mortgage
loans. Information concerning such property can be found in the quarterly
Noteholders Reports, attached as Exhibits 13.1 through 13.4, the Aggregate
Totals for the Fiscal Year, attached as Exhibit 13.5, and the Financial
Report for the Period Ending June 30, 1999, attached as Exhibit 99.4.
Additionally, an Officer's Certificate of Compliance, executed by a
director of the Trust Manager is filed herewith as Exhibit 99.1. Such
statement certifies that the Trust Manager, in such capacity, has complied
with all conditions and covenants under the Transaction Documents for the
issuance of the Notes by the Trust.


Item 3.     LEGAL PROCEEDINGS

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


Item 4.     CONTROL OF REGISTRANT

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





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Item 5.     MARKET PRICE INFORMATION

         The Notes are not traded on any nationally recognized exchange in
the United States. The Notes are listed and exchanged on the London Stock
Exchange.


Item 6.     EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY
            HOLDERS

         The Australian Banking (Foreign Exchange) Regulations and other
Australian legislation and regulations control and regulate or permit the
control and regulation of a broad range of payments and transactions
involving non-residents of Australia. Pursuant to certain general and
specific exemptions, authorities and approvals, however, we are not
restricted from transferring funds from Australia or placing funds to the
credit of non-residents of Australia subject to:

         (i)      withholding taxes (see "Item 7. Taxation" below) in
                  relation to remittances of dividends (to the
                  extent they are unfranked) and interest payments;

         (ii)     a restriction on making payments from Australia to the
                  Government of Iraq, its agencies or nationals; and

         (iii)    a restriction on transactions involving the transfer of
                  funds or payments to or from, by the order of, or on
                  behalf of the authorities in the Federal Republic of
                  Yugoslavia (Serbia and Montenegro), or their agencies,
                  who are not residents of Australia; and

         (iv)     a restriction on transactions involving the transfer of
                  funds or payments to, by the order of, or on behalf of:

                  o    the Government of Libya or a public authority of Libya;

                  o    any commercial, industrial or public utility
                       undertaking owned or controlled, directly or
                       indirectly, by the Government of Libya, or by a
                       public authority of Libya, or by an entity that
                       is owned or controlled by the Government of
                       Libya or a public authority of Libya; or

                  o    any person acting for or on the behalf of the
                       Government of Libya or a public authority of
                       Libya or an undertaking or entity as described
                       above.

         Notwithstanding the restrictions referred to in paragraphs (ii),
(iii) and (iv) above, the Reserve Bank of Australia may approve certain
transactions in circumstances it deems appropriate.

         Effectively, the only exchange controls limiting the purchase of
domestic securities by non-residents retained in terms of the Trust Manager
or the Trust are the Foreign Exchange Regulations relating to the
requirement of the Reserve Bank of Australia approval for investment in
Australia by central banks, foreign governments and foreign government




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agencies, which are holders of the official exchange reserves of their
country and do not act independently of their government with respect to
investment decisions.


Item 7.     TAXATION

Certain Australian Tax Matters

         The following statements with respect to Australian taxation are
only general summaries and are based on advice received by the
Trust Manager. Purchasers of Notes should consult their own tax advisers
concerning the consequences, in their particular circumstances, under
Australian tax laws, and the laws of any other taxing jurisdiction, of the
ownership of or any dealing in the Notes.

Payments of Principal, Premiums and Interest

         Under existing Australian tax law, non-resident holders of Notes
or interests in any Global Note (other than persons holding such securities
or interest as part of a business carried on, at or through a permanent
establishment in Australia (an "Australian Establishment")) are not subject
to Australian income tax on payments of interest or amounts in the nature
of interest, including, subject to the fulfilment of all conditions
required by section 128F of the Australian Income Tax Assessment Act 1936
(the "Tax Act") as set forth below, interest withholding tax. Under Article
11 of the 1983 United States-Australia Tax Treaty, the maximum Australian
withholding rate on interest paid to United States residents who are
entitled to the benefit of such Treaty is 10%. Under Australian law, the
withholding rates for payments to other jurisdictions is currently 10% on
interest or amounts in the nature of interest paid on the Notes. A premium
on redemption would generally be treated as an amount in the nature of
interest for this purpose.

         Pursuant to section 128F of the Tax Act, an exemption from
Australian interest withholding tax applies provided all prescribed
conditions are met. Such conditions include the issue of the Notes in a way
that satisfies an objective public offer test. The Issuer Trustee will seek
to issue the Notes in a way that will satisfy such test and otherwise meet
the requirements of section 128F including by listing the Notes.

         The test will not be satisfied if the Issuer Trustee knew, or had
reasonable grounds to suspect, that the Notes were being or would later be
acquired either directly or indirectly by an associate of the Issuer
Trustee within the meaning of Section 128F of the Tax Act, other than in
the capacity of a dealer, manager or underwriter in relation to the
placement of a Note.

         The exemption from Australian withholding tax will also not apply
to interest paid by the Issuer Trustee to an associate of the Issuer
Trustee within the meaning of section 128F if, at the time of the payment,
the Issuer Trustee knows, or has reasonable grounds to suspect, that the
person is an associate.





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Profit on Sale

         Under current Australian law, non-resident holders of Notes will
not be subject to Australian income tax on profits derived from the sale or
disposal of Notes (but see below for discussion of Australia's capital
gains provisions):

         (1)      if the profits do not have an Australian source; or

         (2)      where the profits do have an Australian source, if the
                  holder is resident in a country with which Australia has
                  entered into a double tax treaty, is entitled to the
                  benefit of that treaty and the profits are business
                  profits for the purposes of the treaty which are not
                  attributable to a business carried on through an
                  Australian Establishment.

         The source of any profit on the disposal of Notes will depend on
the factual circumstances of the actual disposal. Where the Notes are
acquired and disposed of pursuant to contractual arrangements entered into
and concluded outside Australia, and the seller and the purchaser are
non-residents of Australia and do not have an Australian Establishment, the
profit should not have an Australian source. There are, however, specific
withholding tax rules that can apply to treat a portion of the sale price
of Notes as interest for withholding tax purposes (and which amounts are
not covered by the exemption conditions in section 128F). These rules can
apply when:

         (1)      Notes are sold for an amount in excess of their issue price
                  prior to maturity; or

         (2)      Notes are sold to an Australian resident in connection
                  with a "washing arrangement" (as defined in the Tax Act).

         Under provisions for the taxation of capital gains, non-resident
holders of Notes would be subject to Australian tax on profits derived from
the sale or disposal of Notes if the Notes were at any time prior to the
sale or disposal held as part of a business carried on through an
Australian Establishment.

Other Taxes

         No stamp, issue, registration or similar taxes are payable in
Australia in connection with the issue of the Notes. Furthermore, a
transfer of, or agreement to transfer, Notes executed outside of Australia
will not be subject to Australian stamp duty.


Item 8.     SELECTED FINANCIAL DATA

         The Trust Manager incorporates by reference and attaches hereto as
Exhibit 13, pursuant to General Instruction F to Form 20-F and Rule 12b-23
promulgated under the Securities Exchange Act of 1934, the following
quarterly Noteholders Reports, filed on Form 6-K, which include all
financial information relating to the Trust that is relevant to
Noteholders:



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Noteholders Report for the July 20, 1998 Payment Date,
Noteholders Report for the October 19, 1998 Payment Date,
Noteholders Report for the January 19, 1999 Payment Date,
Noteholders Report for the April 19, 1999 Payment Date, and
Noteholders Report for the July 19, 1999 Payment Date.

         The Trust Manager also attaches hereto, as Exhibits 13.6, Exhibit
99.2 and Exhibit 99.4 respectively, the following documents:

Aggregate Totals for the Fiscal Year,
Custodial Services Audit Report by PricewaterhouseCoopers, and
Financial Report for the Period Ending June 30, 1999.


Item 9A.    MARKET RISKS

         Information regarding various market risks can be found in the
Financial Report for the Period Ending June 30, 1999, attached hereto as
Exhibit 99.4.


Item 13.   INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

           None.


                                  PART II

                               NOT APPLICABLE


                                  PART III


Item 15.   DEFAULTS UPON SENIOR SECURITIES

           None


Item 16.   CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
               SECURITIES AND USE OF PROCEEDS

           None






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                                  PART IV


Item 19.   FINANCIAL STATEMENTS AND EXHIBITS

a. See the "Selected Financial Data" section in this Annual Report and
   the Exhibits described in section (b) below.

b. Exhibits

   The following documents are filed as part of this Annual Report:

   1.  Exhibit 13.1: Noteholders Report for the July 20, 1998 Payment Date

   2.  Exhibit 13.2: Noteholders Report for the October 19, 1998 Payment Date

   3.  Exhibit 13.3: Noteholders Report for the January 19, 1999 Payment Date

   4.  Exhibit 13.4: Noteholders Report for the April 19, 1999 Payment Date

   5.  Exhibit 13.5: Noteholders Report for the July 19, 1999 Payment Date

   6.  Exhibit 13.6: Aggregate Totals for the Fiscal Year

   7.  Exhibit 99.1: The Trust Manager Officer's Certificate of Compliance

   8.  Exhibit 99.2: Custodial Services Audit Report by PricewaterhouseCoopers

   9.  Exhibit 99.3: PricewaterhouseCoopers Consent to Publish Letter

  10.  Exhibit 99.4: Financial Report for the Period Ending June 30, 1999






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                                 SIGNATURES




     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements
for filing on Form 20-F and has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                      WESTPAC SECURITISATION MANAGEMENT PTY
                                      LIMITED



                                      /s/  Marten Touw
                                      -----------------------------------
                                      Name:     Marten Touw
                                      Title:    Director








Date: December 30, 1999





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                             INDEX TO EXHIBITS


Exhibit No.      Document Description
----------       --------------------

  13.1           Noteholders Report for the July 20, 1998 Payment Date

  13.2           Noteholders Report for the October 19, 1998 Payment Date

  13.3           Noteholders Report for the January 19, 1999 Payment Date

  13.4           Noteholders Report for the April 19, 1999 Payment Date

  13.5           Noteholders Report for the July 19, 1999 Payment Date

  13.6           Aggregate Totals for the Fiscal Year

  99.1           The Trust Manager Officer's Certificate of Compliance

  99.2           Custodial Services Audit Report by PricewaterhouseCoopers

  99.3           PricewaterhouseCoopers Consent to Publish Letter

  99.4           Financial Report for the Period Ending June 30, 1999










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