SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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

                                       OR

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

For the period from October 1, 2002 to September 30, 2003.
Commission file number 333-84977

                           CRUSADE MANAGEMENT LIMITED
      In its capacity as Manager of the Crusade Global Trust No. 1 of 1999
                    Australian Business Number 65 766 913 410
             (Exact name of Registrant as specified in its charter)

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

             Level 11, 55 Market 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$994,000,000 Class A Mortgage Backed Floating Rate Notes due 2030
(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|




<PAGE>

                              CROSS-REFERENCE SHEET


20-F ITEM NUMBERS AND CAPTION                          LOCATION


PART I

1.  Identify of Directors, Senior Management        Not applicable
    and Advisers

2.  Other Statistics and Expected Timetable         Not applicable

3.  Key Information                                 Selected Financial
                                                    Information

4.  Information on the Company                      Property

5.  Operation and Financial Review and              Not Applicable
    Prospects

6.  Directors, Senior Management and Employees      Not applicable

7.  Major Shareholders and Related Party            Major Shareholders and
    Transactions                                    Interest of Management and
                                                    Related Parties in
                                                    Transactions

8.  Financial Information                           Not applicable

9.  The Offer and Listing                           Markets

10. Additional Information                          Exchange Controls, Taxation,
                                                    Legal Proceedings, Holders
                                                    of Notes

11. Quantitative and Qualitative Disclosures        Market Risk
    about Market Risk

12. Description of Securities Other than Equity     Not applicable
    Securities


                                       ii
<PAGE>


PART II

13. Defaults, Dividend Arrearages and               Defaults and Delinquencies
    Delinquencies

14. Material Modifications to Rights of Security    Material Modifications to
    Holders and Use of Proceeds                     Rights of Security Holders

15. Controls and Procedures                         Not applicable

16. [RESERVED]

PART III

17. Financial Statements                            Not applicable

18. Financial Statements                            Not applicable

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

    (b) Exhibits                                    Exhibits


                                      iii

<PAGE>


TABLE OF CONTENTS

PART I

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

Item 3:  Selected Financial Information........................................1

Item 4:  Property..............................................................2

Item 7:  Major Shareholders and Interest of Management and Related
         Parties in Transactions...............................................3

Item 9:  Markets...............................................................3

Item 10: Exchange Controls, Taxation, Legal Proceedings, Holders of Notes......3

Item 11: Market Risks.........................................................11


PART II

Item 13: Defaults and Delinquencies...........................................12

Item 14: Material Modification to Rights of Security Holders..................12


PART III

Item 19: Financial Statements and Exhibits....................................13


EXHIBITS

Exhibit 13.1:   Noteholders Report for the November 15, 2002 payment date
Exhibit 13.2:   Noteholders Report for the February 18, 2003 payment date
Exhibit 13.3:   Noteholders Report for the May 15, 2003 payment date
Exhibit 13.4:   Noteholders Report for the August 15, 2003 payment date
Exhibit 13.5:   Aggregate Totals for Fiscal Year
Exhibit 13.6:   Notification of Amendment Deed Supplementary Terms Notice
                dated  September 26,  2003
Exhibit 31:     Section 302 Certificate
Exhibit 99.1:   The Manager Officer's Certificate of Compliance
Exhibit 99.2:   The Servicer Officer's Certificate of Compliance
Exhibit 99.3:   Independent Auditors Annual Servicer's Compliance Certificate
Exhibit 99.4:   Custodial Services Audit Report
Exhibit 99.5:   KPMG Consent to Publish Audit Report

                                       iv

<PAGE>

                                    PART I

      This Annual Report on Form 20-F relates to the Crusade  Global Trust No. 1
of 1999 (the  "Trust")  and the Class A-1 (now paid out) and Class A-2  Mortgage
Backed  Floating Rate Notes (the "Notes") issued pursuant to the Note Trust Deed
dated as of  September  17, 1999 (the "Note Trust  Deed"),  between AXA Trustees
Limited,  as issuer trustee (the "Issuer  Trustee");  Crusade Management Limited
(the  "Manager"),  as Manager;  and Bankers Trust Company,  as note trustee (the
"Note Trustee").  Capitalized  terms used in this Form 20-F and not defined have
the same meanings  given to them in the  Prospectus  Supplement  relating to the
Notes.

      On December 20, 2000 Perpetual  Trustees  Australia  Limited  acquired AXA
Trustees  Limited.  AXA  Trustees  Limited has now changed its name to Perpetual
Trustees  Consolidated  Limited.  Perpetual Trustees  Consolidated  Limited will
continue to be obligated to perform the duties of the Issuer  Trustee  under the
Transaction Documents.

      The information  required for some items in Form 20-F is "not  applicable"
to the Trust or the 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
securities and trusts that file annual reports on Form 10-K.

                INCORPORTION OF CERTAIN DOCUMENTS BY REFERENCE

      The Manager  incorporates by reference its Noteholders  Reports,  filed as
periodic filings on Form 6-K, 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.


ITEM 3.  SELECTED FINANCIAL INFORMATION

      The Manager  globally  incorporates  by reference  and attaches  hereto as
Exhibit 13, pursuant to Rules 12b-23  promulgated under the Securities  Exchange
Act of  1934,  the  following  quarterly  Noteholder  Reports  (the  "Noteholder
Reports"),  filed on Form 6-K, which include all financial  information relating
to the Trust that is relevant to Noteholders.

        o     Noteholders Report for the November 15, 2002 Payment date


                                       1
<PAGE>

        o     Noteholders  Report for the February  18, 2003 Payment date

        o     Noteholders  Report for the May 15, 2003 Payment date

        o     Noteholders Report for the August 15, 2003 Payment date

The Manager also attaches hereto, as Exhibit  13.5,Exhibit 13.6 and Exhibit 99.4
respectively, the following documents:-

        o     Aggregate Totals for Fiscal Year;

        o     Notification of Amendment Deed Supplementary Terms Notice
              dated September 26, 2003; and

        o     Custodial Audit Report by KPMG.


Currency Exchange
-----------------

      A portion of the  financial  information  provided in the exhibits  listed
above contain  information  in Australian  dollars.  The noon buying rate in New
York City for cable  transfers in  Australian  dollars as certified  for customs
purposes  by the  Federal  Reserve  Bank  of New  York on  March  22,  2004  was
US$0.7548=A$1.00.

Payments to Noteholders,  however, are generally not effected by fluctuations in
the exchange rate between  Australian and U.S.  dollars because of the existence
of currency swap. The Trustee has entered into a currency swap with the Currency
Swap Provider,  Deutsche Bank AG, New York Branch, to hedge its foreign currency
exposure.


ITEM 4.  PROPERTY

      The  property  of the Trust  primarily  consists of  residential  mortgage
loans.  Information  concerning  such  property  can be found  in the  quarterly
Noteholders  Reports,  attached as Exhibits  13.1 through 13.4 and the Aggregate
Totals for the Fiscal Year, attached as Exhibit 13.5.

      Additionally,  an  Officer's  Certificate  of  Compliance,  executed  by a
director  of the  Manager is filed  herewith  as Exhibit  99.1.  Such  statement
certifies  that the Manager and the Issuer  Trustee,  in such  capacities,  have
complied with all conditions and covenants under the  Transaction  Documents for
the issuance of the Notes by the Trust.


                                       2
<PAGE>


ITEM 7.  MAJOR SHAREHOLDERS AND INTEREST OF MANAGEMENT AND RELATED
         PARTIES IN TRANSACTIONS

      Crusade  Management Limited is a wholly owned subsidiary of St George Bank
Limited.  Its principal  business  activity is the management of  securitisation
trusts  established under St George Bank Limited's  Crusade Trust,  Crusade Euro
Trust and Crusade Auto Trust Programmes.

      St George Limited provides working capital to Crusade Management  Limited.
Also,  Crusade  Management  Limited has entered into  transactions on commercial
terms with  either St George Bank  Limited or wholly  owned  subsidiaries  of St
George Bank  Limited in order to carry out its  functions  as manager  under the
securitisation trusts.


ITEM 9.  MARKETS

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


ITEM 10.  EXCHANGE CONTROLS, TAXATION, LEGAL PROCEEDINGS, HOLDERS OF NOTES

EXCHANGE CONTROLS

      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



                                       3
<PAGE>

Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 include:

          o    the Taliban (also know 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.

      Any funds transferred from Australia or to non-Australian residents may be
subject to withholding  taxes in relation to  remittances  of dividends,  to the
extent they are unfranked, and interest payments.


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 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 current  Australian tax law,  non-resident  holders of Notes are not
subject to  Australian  income tax on  payments  of  interest  or amounts in the
nature  of  interest  unless  those  securities  are held as part of a  business
carried  on at or  through a  permanent  establishment  in  Australia.  However,
interest or amounts in the nature of interest paid to such  non-residents may be
subject to interest  withholding tax, which is currently  imposed at the rate of
10%. A premium on redemption, if any, would generally be treated as an amount in
the nature of interest for this purpose.

      Pursuant  to section  128F of the Income  Tax  Assessment  Act 1936 of the
Commonwealth  of  Australia  (the "1936  Act"),  an  exemption  from  Australian
interest withholding tax is available where the following prescribed  conditions
are met.



                                       4
<PAGE>

      These conditions are:

      o     the issuer trustee is a company that is a resident of Australia,  or
            a  non-resident  carrying  on  business  at or  through a  permanent
            establishment  in  Australia,  when it  issues  the  Notes  and when
            interest,  as defined in section 128A(1AB) of the 1936 Act, is paid;
            and

      o     the Notes were issued in a manner which  satisfied  the public offer
            test as  prescribed  under  section  128F of the  1936  Act or which
            satisfied the definition of a global bond under subsection  128F(10)
            of the 1936 Act.

      The Notes were issued in a way that  satisfied  the public  offer test and
otherwise  met the  requirements  of section 128F of the 1936 Act.  Accordingly,
payments of principal and interest,  and any premium upon  redemption  made to a
non-resident  Noteholder,  who does not carry on  business  through a  permanent
establishment  in  Australia,  will  not be  subject  to  Australian  income  or
withholding tax.

The exemption from Australian withholding tax will not apply to interest paid by
the Issuer  Trustee to an associate of the Issuer  Trustee within the meaning of
section 128F of the 1936 Act if, at the time of the payment,  the Issuer Trustee
knows,  or has  reasonable  grounds to suspect,  that the person is an associate
unless the associate  receives  payment of the interest (or amount in the nature
of interest):

      o     if the  associate  is not an  Australian  resident,  in  carrying on
            business in Australia at or through a permanent establishment; or

      o     if the  associate is an  Australian  resident,  other than through a
            business  carried  on by the  associate  at or  through a  permanent
            establishment outside Australia; or

      o     in the capacity of a clearing house, paying agent, custodian,  funds
            manager, or responsible entity of an Australian registered scheme.


Profit on Sale
--------------

      Under existing Australian law,  non-resident  holders of Notes will not be
subject to Australian income tax on profits derived from the sale or disposal of
those Notes provided that:

      o     the  Notes  are not held as part of a  business  carried  on,  at or
            through a permanent establishment in Australia; and



                                       5
<PAGE>

      o     the profits do not have an Australian source.

      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 a  business  carried  on, at or  through a  permanent
establishment in Australia, the profit should not have an Australian source.


Goods and Services Tax
----------------------

      Australia  has a goods and  services tax under which an entity is required
to pay goods and  services tax on any taxable  supplies it makes.  The amount of
goods  and   services  tax  payable  will  be  equal  to  1/11th  of  the  total
consideration received for the supply.

In the case of supplies made by the Issuer Trustee:

      o     if the supply is "GST free", the Issuer Trustee is not liable to pay
            goods and  services  tax on the  supply  and can  obtain  "input tax
            credits" for goods and services taxes paid on things  acquired by it
            in order to make the supply; and

      o     if the supply is "input taxed",  which includes financial  supplies,
            the Issuer  Trustee is not liable to pay a goods and services tax on
            the supply, but is not entitled to "input tax credits" for goods and
            services  tax  paid on  things  acquired  by it in order to make the
            supply. In some  circumstances,  a "reduced input tax credit" may be
            available.

      On the  basis of the  current  goods and  services  tax  legislation,  the
payment  of  interest  or  principal  on the Notes are  unlikely  to be  taxable
supplies.

      Services  provided  to the Issuer  Trustee may be a mixture of taxable and
input  taxed  supplies  for  goods and  services  tax  purposes.  If a supply is
taxable,  the  supplier  has the  primary  obligation  to account  for goods and
services tax in respect of that supply and must rely on a contractual  provision
to recoup that goods and services tax from the Issuer Trustee.

      If  other  fees  payable  by  the  Issuer   Trustee  are  treated  as  the
consideration  for a taxable supply under the goods and services tax legislation
or otherwise may be increased by reference to the relevant  supplier's



                                       6
<PAGE>

goods and services tax  liability,  the Issuer  Trustee may not be entitled to a
full input tax credit for that increase and the trust  expenses  will  increase,
resulting in a decrease in the funds available to the Trust.

      The goods and services tax may increase the cost of repairing or replacing
damaged  properties  offered as security  for housing  loans.  However,  it is a
condition of St.George Bank's loan contract and mortgage  documentation that the
borrower must maintain full  replacement  value property  insurance at all times
during the loan term.

      The goods and services tax legislation,  in certain circumstances,  treats
the Issuer Trustee as making a taxable supply if it enforces security by selling
the mortgaged  property and applying the proceeds of sale to satisfy the housing
loan.  In these  circumstances  the Issuer  Trustee has to account for goods and
services tax out of the sale  proceeds,  with the result that the remaining sale
proceeds may be  insufficient  to cover the unpaid  balance of the related loan.
However, the general position is that a sale of residential property is an input
taxed supply for goods and  services  tax  purposes and so the enforced  sale of
property  which  secures the housing  loans will  generally  not be treated as a
taxable supply under these provisions. As an exception, the Issuer Trustee still
has to account for goods and services tax out of the proceeds of sale  recovered
when a housing  loan is enforced  where the borrower is an  enterprise  which is
registered for goods and services tax purposes,  uses the mortgaged  property as
an asset of its enterprise and any of the following are relevant:

      o     the property is no longer being used as a residence; or

      o     the property is used as  commercial  residential  premises such as a
            hostel or boarding house; or

      o     the borrower is the first vendor of the property -the borrower built
            the property; or

      o     the  mortgaged  property  has  not  been  used  predominantly  as  a
            residence.

      Because  the  Issuer  Trustee  is an  insured  party  under  the  mortgage
insurance policies,  it may in certain limited circumstances have to account for
goods and services tax in respect of any claim payment received.  Generally,  if
certain compliance  procedures have been followed,  the insured does not have to
account for goods and services tax in respect of the claim payment.

      Any  reduction  as a  result  of  goods  and  services  tax in the  amount
recovered by the Issuer  Trustee when  enforcing the housing loans will decrease
the funds  available  to the Trust to the  extent not  covered  by



                                       7
<PAGE>

the mortgage insurance policies.  The extent to which the Issuer Trustee is able
to recover an amount on account of the goods and services  tax, if any,  payable
on the proceeds of sale in the  circumstances  described in this  section,  will
depend on the terms of the related mortgage insurance policy.


Other Taxes

      Under  current  Australian  law,  there  are  no  gift,  estate  or  other
inheritance  taxes or duties.  A transfer of, or  agreement  to transfer,  Notes
executed  outside of Australia  should not be subject to  Australian  stamp duty
(except, under certain circumstances, nominal duty in the Northern Territory).


Consolidation
-------------

      The `head company' of a  consolidatable  tax group may elect for the group
to  consolidate  from  July 1,  2002 and be taxed  as a  single  entity  so that
transactions  between  members of the  consolidated  group are  ignored  for tax
purposes.  Making an election to consolidate is optional.  However, the existing
tax concessions for transactions between members of the same wholly owned group,
including loss transfers and asset roll-overs,  ceased to be available from July
1,  2003  (or,  for  consolidated  tax  groups  with  a  `head  company'  with a
substituted  accounting  period,  from  the  start  of the  company's  tax  year
commencing  after July 1, 2003 provided that the company  elects to  consolidate
from the beginning of that tax year).

      A  consolidatable  tax group  consists of a `head  company' and all of its
wholly owned  subsidiaries  including trusts (provided that all members are 100%
wholly owned by the head company). A consequence of the `head company' making an
election to consolidate  is that all eligible  members of a  consolidatable  tax
group  (including  wholly owned trusts) will be included in the consolidated tax
group.  That is,  it is not  possible  to elect to leave  certain  wholly  owned
entities outside the consolidated tax group.

      Therefore,  if the  consolidatable  group of which the  beneficiary of the
Trust is an eligible member were to elect to consolidate, the Trust would become
part of that consolidated  group.  Membership of a consolidated group should not
alter the tax treatment of the Trust in normal  circumstances.  The head company
is  primarily  liable for the combined tax  liability  of the  consolidated  tax
group.  However,  if  the  head  company  fails  to pay a tax  liability  of the
consolidated  tax  group  on  time,  then  each  entity  that  was  part  of the
consolidated  group for at least part of the  period to which the tax  liability
relates will become jointly and severally liable for that group tax liability.



                                       8
<PAGE>

      On  September  26, 2003 the Trustee and the  Manager,  and other  relevant
parties,  executed an Amendment Deed Supplementary  Terms Notice under which the
parties  acknowledged  that  the  Manager's  interest  in the  Trust as the sole
beneficiary  of the Trust would,  from that date, be  represented  by a Residual
Income Unit and a Residual Capital Unit. The holder of the Residual Capital Unit
has no right to receive  distributions  in  respect  of the Trust  other than to
receive an amount of A$10 upon the  termination of the Trust.  Subsequent to the
execution  of the  Amendment  Deed  Supplementary  Terms  Notice,  and  prior to
September 30, 2003 the Residual  Capital Unit was  transferred by the Manager to
an entity which is not related to any consolidatable group of which the Residual
Income Beneficiary may be a member.  Therefore,  the Trust will not qualify as a
wholly owned  subsidiary  of a head company as all of the units in the Trust are
not owned, directly or indirectly, by a single holding company. Accordingly, the
joint and several liability rule will not apply to the Trust and will not affect
the tax  neutral  status of the Trust.  A Form 6-K filed on October 8, 2003 with
the Securities and Exchange  Commission  which  describes the amendments made by
the abovementioned  Amendment Deed Supplementary Terms Notice is attached hereto
as Exhibit 13.6.


Thin Capitalisation
-------------------

      Whilst  the Trust  should  not,  in its own  right,  be either an  outward
investing  entity or an inward  investing  entity for the  purposes  of the thin
capitalisation  rules,  those  rules  may  still  apply  to the  Trust to deny a
deduction for a portion of the interest paid on the Notes if the Manager, as the
beneficiary  of the  Trust,  is  itself an inward  investing  entity or  outward
investing  entity.  We note  that the  application  of the  thin  capitalisation
provisions  to the Trust  should not affect the Trust's tax  neutrality  but may
affect the Manager, as the beneficiary.

      The Manager is currently  understood not to be an inward  investing entity
and it is expected  that the Manager  will  satisfy the de minimus  exception so
that it will not be  subject  to the  thin  capitalisation  rules as an  outward
investing entity.  Provided this is the case, the Trust should not be subject to
the thin capitalisation rules.

      In any event, a complete exemption from the thin capitalisation  rules now
exists for any special purpose entity  (including a trust) that meets all of the
following conditions:

      o     The entity is established for the purpose of managing some or all of
            the economic risk associated with assets, liabilities or investments
            (whether the entity  assumes the risk from another entity or creates
            the risk itself).



                                       9
<PAGE>

      o     At least 50% of the entity's assets are funded by debt.

      o     The  entity  is  an   insolvency-remote,   special  purpose  entity,
            according to the criteria of an  internationally  recognised  rating
            agency that are applicable to the entity's circumstances.

      The  Trust  has been  established  for the  purpose  of  securitising  the
mortgage  loans and, as such,  was  established  for the purpose of managing the
economic risk  associated with those mortgage loans in accordance with the first
requirement.  As the  mortgage  loans are funded  wholly by the Notes the second
requirement  is also  satisfied  with respect to the Trust.  Finally,  the Trust
should  also  satisfy  the  third  requirement  as  it  was  established  as  an
insolvency-remote  special purpose entity according to the criteria published by
Standard  &  Poor's  and  Moodys.  Therefore,  the  Trust  should  meet  all the
conditions of this exemption from the thin capitalisation rules.

      Even  if  the  rules  did  apply  to the  Trust,  on the  basis  that  the
beneficiary of the Trust is presently  entitled to the income of the Trust,  any
resultant tax liability will be met by the beneficiary  and,  therefore,  should
not  adversely  affect the ability of the Issuer  Trustee to pay  principal  and
interest on the Notes.


Debt/Equity Rules
-----------------

      The Debt/Equity rules, applicable generally from July 1, 2001, under which
debt can be recharacterized as equity for tax purposes should not affect the tax
deductibility of interest on the Notes.


Tax Reform Proposals - Taxation of Trusts as Companies
------------------------------------------------------

      Under existing  Australian law, any tax liability in respect of the income
of the Trust is borne  directly  by the  beneficiary  of the  Trust,  not by the
Issuer Trustee.  Therefore,  the cash available to the Issuer Trustee to service
the Notes cannot be affected by the payment (or otherwise) of tax.

      On February 27, 2001, the Federal  Government  withdrew draft  legislation
under  which  non-fixed  trusts  were  proposed  to be  taxed as  companies  and
announced it would begin a new round of consultations with interested parties in
relation to this proposal.  In November 2002, the Board of Taxation  considering
the reform of the Australian tax laws as they apply to non-fixed trusts issued a
report  recommending  that  the  Government  retain  the  current   flow-through
treatment of distributions of non-assessable  amounts by non-fixed trusts rather
than adopting a company type taxation  model,  and  recommended  some incidental



                                       10
<PAGE>

amendments  to the  tax  law.  On  December  12,  2002  the  Australian  Federal
Government announced its intention to amend the taxation laws in accordance with
the  recommendations  of the Board of Taxation.  Although the Australian Federal
Government  has not expressly  confirmed  that it will not adopt a  company-type
taxation model for non-fixed trusts, such course is unlikely given the report of
the Board of Taxation and the Government's response to that report.

LEGAL PROCEEDINGS

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


HOLDERS OF NOTES

      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
holds on behalf of brokers, dealers, banks and other direct participants in
the DTC system.


ITEM 11.  MARKET RISKS

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 a swap agreement ("Currency Swap") the Issuer Trustee is
required to pay a portion of the Collections to the swap provider (the "Currency
Swap Provider") who in turn pays ("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 Provider under the Currency Swap, the Currency
Swap Provider is only required to pay the U.S. dollar  equivalent of the amounts
it actually  receives.  In such event,  it is unlikely that the Trust would have
sufficient U.S. dollars to make the payments due on the Notes.



                                       11
<PAGE>

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

Interest and  principal on the Notes is 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  Provider  was to fail to  perform  under  the  Currency  Swap or was 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  Swap
was 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.


                                     PART II

ITEM 13.  DEFAULTS AND DELINQUENCIES

      There has been no  material  default  or  delinquency  in the  payment  of
principal  or interest on the Notes.  Delinquency  and loss  information  on the
mortgage loans has been provided in the Noteholder Reports.


ITEM 14.  MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

      None.




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<PAGE>


                                    PART III

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 November 15, 2002 Payment
            Date

      2.    Exhibit 13.2:  Noteholders  Report for the February 18, 2003 Payment
            Date

      3.    Exhibit 13.3: Noteholders Report for the May 15, 2003 Payment Date

      4.    Exhibit  13.4:  Noteholders  Report for the August 15, 2003  Payment
            Date

      5.    Exhibit 13.5: Aggregate Totals for the Fiscal Year

      6.    Exhibit 13.6:  Notification  of Amendment Deed  Supplementary  Terms
            Notice dated September 26, 2003

      7.    Exhibit 31: Section 302 Certificate

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

      9.    Exhibit 99.2: The Servicer Officer's Certificate of Compliance

      10.   Exhibit 99.3:  Independent  Auditors  Annual  Servicer's  Compliance
            Certificate

      11.   Exhibit 99.4: Custodial Services Audit Report

      12.   Exhibit 99.5: KPMG Consent to Publish Audit Report



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<PAGE>


                                   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.


                                    CRUSADE MANAGEMENT LIMITED


                                    /s/ G.M. Bartlett
                                    -------------------------------
                                    Name:  G.M. Bartlett
                                    Title: Director

Date: March 25, 2004



                                       14
<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT NO.             DOCUMENT DESCRIPTION
-----------             --------------------

  13.1:     Noteholders Report for the November 15, 2002 Payment Date

  13.2:     Noteholders Report for the February 18, 2003 Payment Date

  13.3:     Noteholders Report for the May 15, 2003 Payment Date

  13.4:     Noteholders Report for the August 15, 2003 Payment Date

  13.5:     Aggregate Totals for the Fiscal Year

  13.6:     Notification of Amendment Deed Supplementary Terms Notice dated
            September 26, 2003

  31:       Section 302 Certificate

  99.1:     The Manager Officer's Certificate of Compliance

  99.2      The Servicer Officer's Certificate of Compliance

  99.3      Independent Auditors Annual Servicer's Compliance Certificate

  99.4      Custodial Services Audit Report

  99.5      KPMG Consent to Publish Audit Report




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