WBK STRYPES TRUST, N-2/A, 1997-09-17

WBK STRYPES TRUST
N-2/A, 1997-09-17

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As filed with the Securities and Exchange Commission on September 17, 1997

Securities Act File No. 333-1787
Investment Company Act File No. 811-7565

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form N-2
(check appropriate box or boxes)

/x/ Registration Statement Under The Securities Act of 1933

/x/ Pre-Effective Amendment No. 7

/ / Post-Effective Amendment No.
and/or
/x/ Registration Statement Under The Investment Company Act of 1940

/x/ Amendment No. 7

WBK STRYPES Trust
(Exact Name of Registrant as Specified in Charter)

c/o Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19715

(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (302) 738-6680

Donald J. Puglisi
850 Library Avenue
Suite 204
Newark, Delaware 19715

(Name and Address of Agent for Service)

Copies to:

Norman D. Slonaker, Esq. Thomas J. Rice, Esq.
Craig E. Chapman, Esq. Coudert Brothers
Brown & Wood LLP 1114 Avenue of the Americas
One World Trade Center New York, New York 10036-7703
New York, New York 10048-0557

Approximate date of proposed public offering: As soon as practicable
after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, as amended, other than securities offered in connection with a
dividend reinvestment plan, check the following box. / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. X

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities Being Offering Price Aggregate Offering Registration
Being Registered Registered(1) Per Share(2) Price(2) Fee
<S> <C> <C> <C> <C>

STRYPES
representing shares of
beneficial interest . 28,750,000 Shares $29.125 $837,343,750 $254,741(3)

</TABLE>

(1) Includes an aggregate of 3,750,000 STRYPES that (i) may be issued in
connection with the exercise of an over-allotment option and (ii) were
subscribed for and purchased by an affiliate of Merrill Lynch, Pierce,
Fenner & Amith Incorporated in connection with the formation of WBK
STRYPES Trust.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Includes a registration fee in the amount of $33,720 previously paid.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

CROSS-REFERENCE SHEET

Item Number in Form N-2 Caption in Prospectus
<S> <C>

PART A - INFORMATION REQUIRED IN A PROSPECTUS
1. Outside Front Cover . . . . . . . . . . . . Front Cover Page
2. Inside Front and Outside Back
Cover Page . . . . . . . . . . . . . . . . . Front Cover Page; Inside Front Cover Page;
Underwriting
3. Fee Table and Synopsis . . . . . . . . . . . Prospectus Summary; Fee Table
4. Financial Highlights . . . . . . . . . . . . Not Applicable
5. Plan of Distribution . . . . . . . . . . . . Front Cover Page; Prospectus Summary; Net Asset
Value; Underwriting
6. Selling Shareholders . . . . . . . . . . . . Not Applicable
7. Use of Proceeds . . . . . . . . . . . . . . Use of Proceeds; Investment Objective and Policies
8. General Description of the Registrant . . . Front Cover Page; Prospectus Summary; The Trust;
Investment Objective and Policies; Investment
Restrictions; Risk Factors; Dividends and
Distributions; Additional Information
9. Management . . . . . . . . . . . . . . . . . Trustees; Management Arrangements
10. Capital Stock, Long-Term Debt and Other
Securities . . . . . . . . . . . . . . . . . Description of STRYPES
11. Defaults and Arrears on Senior Securities . Not Applicable
12. Legal Proceedings . . . . . . . . . . . . . Not Applicable
13. Table of Contents of the Statement of
Additional Information . . . . . . . . . . . Not Applicable

PART B - INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

14. Cover Page . . . . . . . . . . . . . . . . . Not Applicable
15. Table of Contents . . . . . . . . . . . . . Not Applicable
16. General Information and History . . . . . . Not Applicable
17. Investment Objective and Policies . . . . . Prospectus Summary; Investment Objective and
Policies; Investment Restrictions
18. Management . . . . . . . . . . . . . . . . . Trustees; Management Arrangements
19. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . Management Arrangements; Underwriting; Legal
Matters; Experts
20. Investment Advisory and Other Services . . . Management Arrangements
21. Brokerage Allocation and Other Practices . . Investment Objective and Policies
22. Tax Status . . . . . . . . . . . . . . . . . Certain Tax Considerations
23. Financial Statements . . . . . . . . . . . . Experts; Independent Auditors' Report; Statement
of Assets, Liabilities and Capital
PART C - OTHER INFORMATION

Information required to be included in Part C is set forth under the appropriate Item, so
numbered, in Part C to this Registration Statement.

</TABLE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

PROSPECTUS SUBJECT TO COMPLETION
- --------
PRELIMINARY PROSPECTUS DATED SEPTEMBER 17, 1997

25,000,000 STRYPES(SERVICE MARK)
WBK STRYPES TRUST

(EXCHANGEABLE FOR ORDINARY SHARES OF WESTPAC BANKING CORPORATION, PAR VALUE
A$1.00 PER SHARE)

Each of the Structured Yield Product Exchangeable for Stock(Service
Mark) (the "STRYPES") of WBK STRYPES Trust (the "Trust") offered hereby
represents a proportionate share of beneficial interest in the Trust, which
entitles the holder to receive an annual distribution of $ , and except
as described herein will be exchanged for between % and 100% of the
Reference Property (or, in certain circumstances, cash, or a combination of
cash and Reference Property, with an equal value) per STRYPES upon conclusion
of the term of the Trust on , 2000 (the "Exchange Date"). The term
"Reference Property" means initially five Ordinary Shares, par value A$1.00
per share (the "Bank Ordinary Shares"), of Westpac Banking Corporation (the
"Bank") and shall be subject to adjustment or replacement from time to time
prior to the Business Day (as defined herein) immediately preceding the
Exchange Date to reflect the application of the adjustment, replacement and
distribution provisions described herein. At the request of a STRYPES
holder, except as described herein, Bank Ordinary Shares constituting
Reference Property which such holder may be entitled to receive on the
Exchange Date or otherwise will be delivered in the form of American
Depositary Shares ("Bank ADSs") representing such shares and evidenced by
American Depositary Receipts ("Bank ADRs"). An annual distribution of $
per STRYPES is payable quarterly on each February 15, May 15, August 15 and
November 15, commencing November 15, 1997 (or, if any such date is not a
Business Day (as defined herein), the next succeeding Business Day). The
STRYPES are not subject to redemption.
The Trust is a recently created Delaware business trust established to
purchase and hold (i) a series of zero-coupon U.S. Government securities
("U.S. Treasury Securities") maturing on a quarterly basis through the
Exchange Date, (ii) a forward purchase contract (the "Contract") relating to
the Reference Property with an Australian trustee acting as trustee of an
Australian trust (the "Contracting Stockholder") that initially will hold
Bank Ordinary Shares beneficially owned by Australian Mutual Provident
Society ("AMP") and (iii) an escrow agreement (the "Escrow Agreement") with
(the "Escrow Agent"). The Trust's investment
----
objective is to distribute to holders of STRYPES on a quarterly basis $
per STRYPES and, on the Exchange Date, a percentage of each type of Reference
Property (or, under certain circumstances, cash, or a combination of cash and
Reference Property, with an equal value) per STRYPES equal to the Exchange
Amount. The Exchange Amount is equal to: (a) if the Reference Property
Value (as defined herein) is greater than or equal to the Threshold
Appreciation Price, % of the number or amount of each type of Reference
Property, (b) if the Reference Property Value is less than the Threshold
Appreciation Price but is greater than the Initial Price, a percentage of the
number or amount of each type of Reference Property, allocated as
proportionately as practicable, so that the aggregate value thereof equals
the Initial Price and (c) if the Reference Property Value is less than or
equal to the Initial Price, 100% of the number or amount of each type of
Reference Property. As described herein under "Investment Objective and
Policies--The Contract--General," the "Threshold Appreciation Price"
initially will be $ and the "Initial Price" initially will be
$ (the last reported per ADS sale price of Bank ADSs on the New
York Stock Exchange (the "NYSE") on , 1997), provided that such
amounts will be adjusted as described herein upon any distribution to holders
on any Partial Cash Distribution Date (as defined herein) of cash
constituting Reference Property. Each Bank ADS currently represents five
Bank Ordinary Shares. On , 1997, the last reported sale price
per Bank Ordinary Share on the Australian Stock Exchange (the "ASX") was A$
. Holders otherwise entitled to receive fractional units or interests of
Reference Property in respect of their aggregate holdings of STRYPES will
receive cash in lieu thereof.

SEE "RISK FACTORS," BEGINNING ON PAGE 25 OF THIS PROSPECTUS, FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE STRYPES.
(continued on following page)

-------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
Price to Sales Proceeds to
Public Load(1) Trust(2)
<S> <C> <C> <C>
Per STRYPES . . . . . . . . . . . . . . . $ $ $
Total(3) . . . . . . . . . . . . . . . . $ $ $

</TABLE>

(1) AMP has agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) Expenses of the Offering, which are payable by the Trust, are estimated
to be approximately $ .
(3) The Trust has granted the Underwriter an option, exercisable for 30 days
from the date hereof, to purchase up to an additional 3,750,000 STRYPES
(subject to decrease as a result of the issuance and sale of STRYPES in
connection with the formation of the Trust) to cover over-allotments, if
any. If all such STRYPES are purchased, the total Price to Public,
Sales Load and Proceeds to Trust will be $ , $ and $
, respectively. See "Underwriting."

The STRYPES are offered by the Underwriter, subject to prior sale, when,
as and if issued to and accepted by it, and subject to approval of certain
legal matters by counsel for the Underwriter and certain other conditions.
The Underwriter reserves the right to withdraw, cancel or modify such offer
and to reject orders in whole or in part. It is expected that delivery of
the STRYPES will be made through the facilities of The Depository Trust
Company on or about , 1997.

- -----------------
/(Service Mark)/ Service mark of Merrill Lynch & Co., Inc.

---------------------
MERRILL LYNCH & CO.

---------------------
The date of this Prospectus is , 1997.

(continued from previous page)

Pursuant to the terms of the Contract, the Contracting Stockholder is
obligated to deliver to the Trust on the Business Day immediately preceding
the Exchange Date the Reference Property required by the Trust in order to
exchange all of the STRYPES (including any STRYPES issued pursuant to the
over-allotment option granted by the Trust to the Underwriter and STRYPES
issued in connection with the formation of the Trust) on the Exchange Date in
accordance with the Trust's investment objective. The obligation of the
Contracting Stockholder to deliver the Reference Property under the Contract
may be cash settled, at the option of AMP (the "Cash Settlement Option"), in
whole or in part, if AMP delivers to the Trust on the Business Day
immediately preceding the Exchange Date, in lieu of the portion of the
Reference Property otherwise deliverable by the Contracting Stockholder in
respect of which the Cash Settlement Option is exercised, cash in an amount
equal to the value of such Reference Property immediately prior to the
Exchange Date. In the event that AMP exercises the Cash Settlement Option,
holders of the STRYPES will receive cash, or a combination of cash and
Reference Property, on the Exchange Date.

AS DESCRIBED HEREIN, THE REFERENCE PROPERTY VALUE WILL REPRESENT A
DETERMINATION OF THE VALUE OF THE REFERENCE PROPERTY ON THE SECOND BUSINESS
DAY (THE "REFERENCE DATE") PRIOR TO ANY PARTIAL CASH DISTRIBUTION DATE (AS
DEFINED HEREIN) AND THE EXCHANGE DATE. FURTHERMORE, THE AMOUNT OF CASH PER
STRYPES DISTRIBUTED ON ANY PARTIAL CASH DISTRIBUTION DATE OR AS A RESULT OF A
CASH DISSOLUTION EVENT (AS DEFINED HEREIN) WILL BE THE CASH REORGANIZATION
AMOUNT (AS DEFINED HEREIN) ADJUSTED BY A PRESENT VALUE CALCULATION THAT
DISCOUNTS SUCH CASH REORGANIZATION AMOUNT TO THE PAYMENT DATE FROM THE
EXCHANGE DATE AS DESCRIBED HEREIN. ACCORDINGLY, THERE CAN BE NO ASSURANCE
THAT THE AMOUNT RECEIVABLE BY THE HOLDER OF A STRYPES ON THE EXCHANGE DATE OR
AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY CASH DISTRIBUTION TO THE HOLDER
ON ANY PARTIAL CASH DISTRIBUTION DATE WILL BE EQUAL TO OR GREATER THAN THE
ISSUE PRICE OF THE STRYPES. IF THE REFERENCE PROPERTY VALUE IS LESS THAN THE
INITIAL PRICE ON THE EXCHANGE DATE OR THE PRESENT VALUE OF THE REFERENCE
PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR PARTIAL CASH DISTRIBUTION DATE
IS LESS THAN THE INITIAL PRICE, THE SUM OF THE AMOUNTS DISTRIBUTED TO THE
HOLDER OF A STRYPES MAY BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN
WHICH CASE AN INVESTMENT IN THE STRYPES WILL RESULT IN A LOSS. SEE
"INVESTMENT OBJECTIVES AND POLICIES--GENERAL" AND "--THE CONTRACT."

The Trust will be dissolved prior to the Exchange Date upon the
occurrence of (i) certain defaults of the Contracting Stockholder or AMP
under the Contract, (ii) the liquidation, dissolution, winding up or
bankruptcy of an issuer of a Reference Security, including the Bank as such,
other than in connection with a consolidation, merger or acquisition of such
issuer with, into or by another entity, or (iii) any consolidation, merger or
acquisition of an issuer of a Reference Security with, into or by another
entity in connection with which all the Reference Securities constituting the
Reference Property immediately prior to the consolidation, merger or
acquisition are exchanged for consideration consisting solely of cash and no
other property (each, a "Dissolution Event"). Upon the occurrence of a
Dissolution Event, the Contract will be accelerated, the $1,000,000 (the
"Escrow Amount") held by the Escrow Agent pursuant to the Escrow Agreement
will be paid to the Contracting Stockholder, the Trust's assets (other than
assets received pursuant to the Contract) will be liquidated and the net
assets of the Trust will be distributed pro rata to the holders of the
STRYPES.

Upon the occurrence of (a) an event described in clause (iii) of the
definition of Dissolution Event (a "Cash Dissolution Event") or (b) any
consolidation, merger or acquisition of an issuer of a Reference Security
with, into or by another entity in which some but less than all of the
consideration for the Reference Securities constituting the Reference
Property immediately prior to such consolidation, merger or acquisition is
cash (a "Partial Cash Distribution Event"), the Contracting Stockholder will
pay to the Trustee in U.S. dollars pursuant to the Contract an amount of cash
equal to the product of the number of STRYPES and the Adjusted Present Value
of the cash per Reference Property received by the Contracting Stockholder as
a result of such Cash Dissolution Event or Partial Cash Distribution Event
(the "Cash Reorganization Price"). The "Adjusted Present Value" of any Cash
Reorganization Price is the U.S. Dollar Equivalent (as defined herein) of the
Cash Reorganization Amount with respect to such Cash Reorganization Price,
discounted on a quarterly basis (assuming a 360-day year of twelve 30-day
months) at the Adjusted Treasury Rate (as defined herein) from the Exchange
Date to the date on which such Cash Reorganization Price is received by the
Contracting Stockholder. The term "Cash Reorganization Amount" with respect
to any Cash Reorganization Price means an amount equal to (i) if the
Reference Property Value is greater than or equal to the Threshold
Appreciation Price, % of the Cash Reorganization Price, (ii) if the
Reference Property Value is less than the Threshold Appreciation Price but
greater than the Initial Price, the product of the Initial Price and the
percentage of the Reference Property Value that represents the Cash
Reorganization Price, and (iii) if the Reference Property Value is less than
or equal to the Initial Price, the Cash Reorganization Price.

The Trust will not dissolve upon the occurrence of a Partial Cash
Distribution Event. However, on the earliest practical Business Day
following receipt by the Contracting Stockholder of any Cash Reorganization
Price for Reference Securities in connection with a Partial Cash Distribution
Event (a "Partial Cash Distribution Date"), the Contracting Stockholder will
pay the Trust a U.S. dollar amount equal to the Adjusted Present Value of
such Cash Reorganization Price and the Trustee will distribute such amount
pro rata to the holders of STRYPES as soon as practicable thereafter.
Following such distribution, the Reference Property will include only the
securities or other non-cash property kept or received by the Contracting
Stockholder as a result of such consolidation, merger or acquisition, and the
Contracting Stockholder will pay any remaining Cash Reorganization Price to
AMP. See "Investment Objective and Policies--The Contract--Cash Distribution
Events" and "--Nominee Trust Deed; Acceleration."

The Bank is not affiliated with the Trust, will not receive any of the
proceeds from the sale of the STRYPES and will have no obligations with
respect to the STRYPES.

Application has been made to list the STRYPES on the NYSE. Prior to the
offering there has been no public market for the STRYPES. Shares of closed-
end investment companies have in the past frequently traded at a discount
from their net asset values and initial public offering prices. The risks
associated with this characteristic of closed-end investment companies may be
greater for investors expecting to sell shares of a closed-end investment
company soon after the completion of an initial public offering.

The STRYPES are designed to provide investors with a current
distribution yield, while also providing the opportunity for investors to
share in the appreciation, if any, of the value of the Reference Property
above the Threshold Appreciation Price. However, the opportunity for equity
appreciation afforded by an investment in the STRYPES is less than that
afforded by a direct investment in the Reference Property. The value of the
Reference Property receivable by a holder of a STRYPES upon exchange on the
Exchange Date (plus any cash received in connection with the occurrence of a
Partial Cash Distribution Event), will exceed the issue price of such STRYPES
only if the Reference Property Value exceeds the Threshold Appreciation
Price, which would represent an appreciation of % over the Initial Price.
In addition, assuming no Partial Cash Distribution Event occurs, because each
STRYPES will entitle the holder to receive only % of the Reference
Property if the Reference Property Value exceeds the Threshold Appreciation
Price on the Exchange Date, holders of the STRYPES will be entitled to
receive upon exchange on the Exchange Date only % of any appreciation of
the value of the Reference Property above the Threshold Appreciation Price.
Holders of STRYPES will realize the entire decline in value if the Reference
Property Value is less than the Initial Price. There can be no assurance
that the distribution yield on the STRYPES will be higher than the dividend
yield on the Bank Ordinary Shares or other Reference Securities over the term
of the Trust. As described herein under "Investment Objective and Policies--
The Contract--General," the "Threshold Appreciation Price" initially will be
$ and the "Initial Price" initially will be $ (the last
reported per ADS sale price of Bank ADSs on the NYSE on , 1997),
provided that such amounts will be adjusted as described herein upon any cash
distribution to holders on any Partial Cash Distribution Date of cash
constituting Reference Property.

The STRYPES may not be a suitable investment for investors who are not
able to understand the unique nature of the Trust and the economic
characteristics of the Contract and the U.S. Treasury Securities held by the
Trust.

The Trust has adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that, except under limited
circumstances, the U.S. Treasury Securities may not be disposed of prior to
their respective maturities. As a result, the Trust will continue to hold
the Contract despite any significant decline in the value of the Reference
Property or adverse changes in the financial condition of the Bank. The
Trust will not be managed like a typical closed-end investment company. The
Trust will be treated as a grantor trust for United States Federal income tax
purposes and each holder of STRYPES will be treated as the owner of its pro
rata portion of the Contract and the U.S. Treasury Securities. The U.S.
Treasury Securities held by the Trust will be treated for United States
Federal income tax purposes as having original issue discount and holders of
STRYPES will be required to recognize currently as income their pro rata
portion of such original issue discount as it accrues over the term of the
Trust. The quarterly cash distributions paid to the holders of STRYPES,
which distributions are anticipated to exceed the currently includable
original issue discount, will be treated as a tax-free return of the holders'
costs of the U.S. Treasury Securities and any previously included original
issue discount, and therefore will not be considered current income to
holders upon receipt thereof for
United States Federal income tax purposes. Although under current law
holders of STRYPES should not recognize income, gain or loss with respect to
the Contract over its term, holders will recognize taxable gain or loss upon
receipt of cash, if any, upon dissolution of the Trust. The proper United
States Federal income tax treatment of the receipt by a U.S. holder's pro
rata portion of cash distributed as a result of a Partial Cash Distribution
Event prior to dissolution of the Trust is uncertain. For a discussion of
certain United States Federal income tax considerations for holders of the
STRYPES, see "Certain Tax Considerations."

This Prospectus sets forth concisely information about the Trust that a
prospective investor ought to know before investing and should be read and
retained for future reference. Additional information about the Trust has
been filed with the Commission and is available upon written or oral request
and without charge. See "Additional Information."

-------------------------

Certain persons participating in this offering may engage in
transactions that stabilize, maintain or otherwise affect the price of the
STRYPES, the Bank ADSs or the Bank Ordinary Shares. Such transactions may
include stabilizing, the purchase of STRYPES to cover syndicate short
positions and the imposition of penalty bids. For a description of these
activities, see "Underwriting."

The STRYPES may not be sold or offered for sale in the Commonwealth of
Australia, its Territories or its possessions ("Australia"), nor may an
invitation to make an offer to buy the STRYPES be made in Australia, except
under circumstances that result in the offer or invitation for sale or
purchase being an "excluded offer" or an "excluded invitation" for the
purposes of the Australian Corporations Law.

PROSPECTUS SUMMARY

The following summary should be read in conjunction with the more
detailed information appearing elsewhere in this Prospectus. Unless
otherwise indicated, the information contained in this Prospectus assumes
that the Underwriter's over-allotment option is not exercised. Unless
otherwise stated or the context otherwise requires, references herein to $,
US$ or U.S. dollars are to United States dollars and references herein to A$
are to Australian dollars.

THE TRUST

WBK STRYPES Trust (the "Trust") is a recently created Delaware business
trust that will be registered as a non-diversified closed-end management
investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). The term of the Trust will expire on or shortly
after , 2000 (the "Exchange Date"), except that the Trust may be
dissolved prior to such date under certain limited circumstances. The Trust
will be treated as a grantor trust for United States Federal income tax
purposes.

THE OFFERING

The Trust is offering 25,000,000 STRYPES, each representing a
proportionate share of beneficial interest in the Trust, at an initial public
offering price of $ per STRYPES (which is equal to the last reported per
ADS sale price of the Bank ADSs on the NYSE on , 1997, the date
of the offering (the "Offering")). The Underwriter has been granted an
option, exercisable for 30 days from the date of this Prospectus, to purchase
up to an aggregate of 3,750,000 additional STRYPES (subject to decrease as a
result of the issuance and sale of STRYPES in connection with the formation
of the Trust) to cover over-allotments, if any. See "Underwriting."

THE BANK

According to publicly available information, Westpac Banking Corporation
(the "Bank"), together with its subsidiaries ("Westpac"), is one of the four
major banking organizations in Australia. Westpac is engaged in a broad
range of banking and financial services, including general banking (retail,
commercial and institutional banking), finance company activities, investment
management and insurance. On July 29, 1997, the market capitalization of the
Bank was A$14.347 billion, which ranked it in the top five Australian
companies listed on the Australian Stock Exchange.

Westpac was the first bank established in Australia. It was founded in
1817 and was incorporated in 1850 as Bank of New South Wales by an Act of the
New South Wales Parliament. In 1982, the Bank acquired The Commercial Bank
of Australia Limited and changed its name to Westpac Banking Corporation.
The Bank's principal office is located at 60 Martin Place, Sydney, New South
Wales, 2000, Australia and its telephone number is (61)(2)9266 3311.

The Bank ADSs are listed on the NYSE and, accordingly, the Bank is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), applicable to foreign private issuers.
Any information included herein regarding the Bank has been derived from
information filed by the Bank with the Securities and Exchange Commission and
other publicly available information. The Bank has not participated in the
preparation of this Prospectus and no due diligence inquiry of the Bank has
been made by the Trust, the Underwriter, the Contracting Stockholder, AMP or
any other party in connection with the Offering. There can be no assurance
that all events occurring prior to the date hereof (including events that
would affect the accuracy or completeness of such publicly available
information about the Bank) that would affect the trading price of the Bank
ADSs or the Bank Ordinary Shares have been publicly disclosed. Because the
Reference Property is initially Bank Ordinary Shares, such events, if any,
would also affect the trading price of the STRYPES.

INVESTMENT OBJECTIVE AND POLICIES

The Trust will purchase and hold a series of zero-coupon U.S. Government
securities ("U.S. Treasury Securities") maturing on a quarterly basis through
the Exchange Date; a forward purchase contract (the "Contract") relating to
the Reference Property with an Australian trustee as trustee of an Australian
trust (the "Contracting Stockholder") that initially will hold Bank Ordinary
Shares beneficially owned by Australian Mutual Provident Society ("AMP"); and
(iii) an escrow
agreement (the "Escrow Agreement") with (the "Escrow Agent"). The
Trust's investment objective is to distribute to
holders of the STRYPES ("holders") on a quarterly basis $ per STRYPES
(which amount equals the pro rata portion of the fixed quarterly
distributions from the proceeds of the maturing U.S. Treasury Securities held
by the Trust) and, on the Exchange Date, a percentage of each type of
Reference Property (or, under certain circumstances, cash, or a combination
of cash and Reference Property, with an equal value) per STRYPES equal to the
Exchange Amount. The Exchange Amount shall be equal to (a) if the Reference
Property Value (as defined herein) is greater than or equal to the Threshold
Appreciation Price, % of the number or amount of each type of
Reference Property, (b) if the Reference Property Value is less than the
Threshold Appreciation Price but is greater than the Initial Price, a
percentage of the number or amount of each type of Reference Property,
allocated as proportionately as practicable, so that the aggregate value
thereof is equal to the Initial Price, and (c) if the Reference Property
Value is less than or equal to the Initial Price, 100% of the number or
amount of each type of Reference Property. As described herein under
"Investment Objective and Policies--The Contract--General," the "Threshold
Appreciation Price" initially will be $ and the "Initial Price"
initially will be $ (the last reported per ADS sale price of Bank ADSs
on the NYSE on , 1997), provided that such amounts will be adjusted as
described herein upon any distribution to holders on any Partial Cash
Distribution Date (as defined herein) of cash constituting Reference
Property. The term "Reference Property" means initially five Ordinary
Shares, par value A$1.00 per share (the "Bank Ordinary Shares"), of the Bank
and shall be subject to adjustment or replacement from time to time prior to
the Business Day (as defined herein) immediately preceding the Exchange Date
to reflect the adjustment, replacement and distribution provisions described
herein. At the request of a STRYPES holder, Bank Ordinary Shares
constituting Reference Property which such holder may be entitled to receive
on the Exchange Date or otherwise will be delivered in the form of American
Depositary Shares ("Bank ADSs") representing such shares and evidenced by
American Depositary Receipts ("Bank ADRs"), but only if at the time of
delivery Bank ADSs are listed on the NYSE or another national or regional
U.S. stock exchange or quoted on a U.S. automated quotation system and if and
to the extent such Bank Ordinary Shares are accepted for deposit by the
depositary for the Bank ADSs. On the date hereof, Bank ADSs are listed on
the NYSE and each such Bank ADS represents five Bank Ordinary Shares. The
continued listing of the Bank ADSs on a national or regional U.S. stock
exchange or the quotation of the Bank ADSs on a U.S. automated quotation
system are not matters under the control or influence of the Trust, the
Contracting Shareholder or AMP, and, therefore, no assurance is hereby given
that the Bank ADSs will continue to be listed on the NYSE or, alternatively,
listed on another national or regional U.S. stock exchange or quoted on a
U.S. automated quotation system in the future. Holders otherwise entitled to
receive fractional units of or interests in any Reference Security (as
defined herein) or other property constituting part of the Reference Property
in respect of their aggregate holdings of STRYPES will receive cash in lieu
thereof. See "Investment Objective and Policies--General" and "--Fractional
Interests."

Pursuant to the terms of the Contract, when the $1,000,000 (the "Escrow
Amount") it holds pursuant to the Escrow Agreement vests for the benefit of
the Contracting Stockholder, the Contracting Stockholder is obligated to
deliver to the Trust on the Business Day immediately preceding the Exchange
Date the Reference Property required by the Trust in order to exchange all of
the STRYPES (including any STRYPES issued pursuant to the over-allotment
option granted by the Trust to the Underwriter and STRYPES issued in
connection with the formation of the Trust) on the Exchange Date in
accordance with the Trust's investment objective. The obligation of the
Contracting Stockholder to deliver the Reference Property under the Contract
may be cash settled, at the option of AMP (the "Cash Settlement Option"), in
whole or in part, if AMP delivers to the Trust on the Business Day
immediately preceding the Exchange Date, in lieu of the portion of the
Reference Property otherwise deliverable by the Contracting Stockholder in
respect of which the Cash Settlement Option is exercised, cash in an amount
equal to the value of such Reference Property immediately prior to the
Exchange Date. In the event that AMP exercises the Cash Settlement Option,
holders of the STRYPES will receive cash, or a combination of cash and
Reference Property, on the Exchange Date. The Escrow Amount will then be
paid to the Contracting Stockholder. See "Investment Objective and Policies-
- -The Contract."

Holders of the STRYPES will receive distributions at the rate per
STRYPES of $ per annum, or $ per quarter, payable quarterly on
each February 15, May 15, August 15 and November 15 (or, if any such date is
not a Business Day (as defined herein), on the next succeeding Business Day),
to holders of record as of each February 1, May 1, August 1 and November 1,
respectively. The first distribution (in respect of the period from
, 1997 until , 199 ) will be payable on November 15, 1997 to holders
of record as of November 1, 1997, and will equal $ per STRYPES. See
"Investment Objective and Policies--Trust Assets."

On the Exchange Date, each outstanding STRYPES will be exchanged for
between % and 100% of each type of Reference Property (or, in the event
AMP exercises the Cash Settlement Option, cash, or a combination of cash and
Reference Property, with an equal value), depending on the Reference Property
Value. AS DESCRIBED HEREIN, THE REFERENCE PROPERTY VALUE WILL REPRESENT A
DETERMINATION OF THE VALUE OF THE REFERENCE PROPERTY ON THE SECOND BUSINESS
DAY (THE "REFERENCE DATE") PRIOR TO ANY PARTIAL CASH DISTRIBUTION DATE (AS
DEFINED HEREIN) AND THE EXCHANGE DATE. FURTHERMORE, THE AMOUNT OF CASH PER
STRYPES DISTRIBUTED ON ANY PARTIAL CASH DISTRIBUTION DATE OR AS A RESULT OF A
CASH DISSOLUTION EVENT (AS DEFINED HEREIN) WILL BE THE CASH REORGANIZATION
AMOUNT (AS DEFINED HEREIN) ADJUSTED BY A PRESENT VALUE CALCULATION THAT
DISCOUNTS SUCH CASH REORGANIZATION AMOUNT TO THE PAYMENT DATE FROM THE
EXCHANGE DATE AS DESCRIBED HEREIN. ACCORDINGLY, THERE CAN BE NO ASSURANCE
THAT THE AMOUNT RECEIVABLE BY THE HOLDER OF A STRYPES ON THE EXCHANGE DATE OR
AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY CASH DISTRIBUTION TO THE HOLDER
ON ANY PARTIAL CASH DISTRIBUTION DATE WILL BE EQUAL TO OR GREATER THAN THE
ISSUE PRICE OF THE STRYPES. IF THE REFERENCE PROPERTY VALUE IS LESS THAN THE
INITIAL PRICE ON THE EXCHANGE DATE OR THE PRESENT VALUE OF THE REFERENCE
PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR PARTIAL CASH DISTRIBUTION DATE
IS LESS THAN THE INITIAL PRICE, THE SUM OF THE AMOUNTS DISTRIBUTED TO THE
HOLDER OF A STRYPES MAY BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN
WHICH CASE AN INVESTMENT IN THE STRYPES WILL RESULT IN A LOSS. SEE
"INVESTMENT OBJECTIVES AND POLICIES--GENERAL" AND "--THE CONTRACT."

The Trust will be dissolved prior to the Exchange Date upon the
occurrence of (i) certain defaults of the Contracting Stockholder or AMP
under the Contract, (ii) the liquidation, dissolution, winding up or
bankruptcy of an issuer of a Reference Security, including the Bank as such,
other than in connection with a consolidation, merger or acquisition of such
issuer with, into or by another entity, or (iii) any consolidation, merger or
acquisition of an issuer of a Reference Security with, into or by another
entity in connection with which all the Reference Securities constituting the
Reference Property immediately prior to the consolidation, merger or
acquisition are exchanged for consideration consisting solely of cash and no
other property (each, a "Dissolution Event"). Upon the occurrence of a
Dissolution Event, the Contract will be accelerated, the Trust's assets
(other than assets received pursuant to the Contract) will be liquidated and
the net assets of the Trust will be distributed pro rata to the holders of
the STRYPES as soon as practicable thereafter.

The Trust will not dissolve upon the occurrence of a Partial Cash
Distribution Event. However, on the earliest practical Business Day
following receipt by the Contracting Stockholder of any Cash Reorganization
Price for Reference Securities in connection with a Partial Cash Distribution
Event (a "Partial Cash Distribution Date"), the Contracting Stockholder will
pay the Trust a U.S. dollar amount equal to the Adjusted Present Value of
such Cash Reorganization Price and the Trustee will distribute such amount
pro rata to the holders of STRYPES. Following such distribution, the
Reference Property will include only the securities or other non-cash
property kept or received by the Contracting Stockholder as a result of such
consolidation, merger or acquisition, and the Contracting Stockholder will
pay any remaining Cash Reorganization Price to AMP.

See "Investment Objective and Policies--The Contract--Cash Distribution
Events" and "--Nominee Trust Deed; Acceleration."

TRUST ASSETS

The Trust's assets will consist of: (i) a series of zero-coupon U.S.
Treasury Securities with face amounts and maturities corresponding to the
amounts and payment dates of the distributions payable with respect to the
STRYPES, comprising approximately % of the initial assets of the Trust,
(ii) the Contract with the Contracting Stockholder relating to the Reference
Property, comprising approximately % of the initial assets of the Trust
and (iii) the Escrow Agreement with the Escrow Agent relating to the Escrow
Amount, comprising approximately % of the initial assets of the Trust.

Pursuant to the terms of the Contract, upon receipt of the Escrow Amount
from the Escrow Agent, the Contracting Stockholder is obligated to deliver to
the Trust on the Business Day immediately preceding the Exchange Date an
aggregate number or amount of Reference Property equal to the product of the
Exchange Amount and the aggregate number of STRYPES then outstanding, subject
to AMP's Cash Settlement Option.

The purchase price under the Contract is equal to $ (assuming the
Underwriter's over-allotment option is not exercised) and is payable to the
Contracting Stockholder by the Trust on or about , 1997. No other
consideration is payable by the Trust to the Contracting Stockholder in
connection with its acquisition of the Contract or the performance of the
Contract by the Contracting Stockholder. See "Investment Objective and
Policies--The Contract."

The Contracting Stockholder is National Australia Trustees in its
capacity as trustee for a trust established under the laws of New South
Wales, Australia pursuant to a Nominee Trust Deed, dated 1997, between
National Australia Trustees as trustee and AMP as beneficiary (as amended and
supplemented by the Contract, the "Nominee Trust Deed"). The assets of the
Contracting Stockholder under the Contract initially will be the maximum
number of Bank Ordinary Shares or, upon the occurrence of a Reorganization
Event (as defined herein) other than a Dissolution Event (as defined herein),
other Reference Property received by the Contracting Stockholder in lieu of
such Bank Ordinary Shares, deliverable by the Contracting Stockholder
pursuant to the Contract. So long as no Dissolution Event has occurred, at
the direction of AMP, the Contracting Stockholder may exchange the foregoing
assets for U.S. Government obligations. Upon the occurrence of a Dissolution
Event, the Contracting Stockholder shall only deal with its assets in
accordance with the instructions of the Custodian until the assets thereof
required to be distributed to the Trust in accordance with the Contract have
been so distributed, with any remaining assets of the Contracting Stockholder
thereafter continuing to be held for the benefit of AMP until being
distributed to AMP at AMP's direction. Upon the occurrence of a Partial Cash
Distribution Event, the Contracting Stockholder shall only deal with its
assets in accordance with the instructions of the Custodian until so much of
the Cash Reorganization Price as is required to be distributed to the Trust
in accordance with the Contract has been so distributed, with any remaining
Cash Reorganization Price thereafter being distributed to AMP at AMP's
direction. See "Investment Objective and Policies--The Contract--Nominee
Trust Deed; Acceleration."
[/R]

RELATIONSHIP TO BANK ORDINARY SHARES

Holders of the STRYPES will receive distributions at the rate of %
of the issue price per annum. For the years ended September 30, 1991, 1992,
1993, 1994, 1995 and 1996, the total dividends per Bank ADS in U.S. dollar
terms was US$1.041, US$0.648, US$0.416, US$0.667, US$1.023 and US$1.290,
respectively. Any future determination as to the payment of dividends on the
Bank Ordinary Shares will be at the discretion of the Bank's Board of
Directors and will depend upon the Bank's operating results, financial
condition and capital requirements, contractual restrictions, general
business conditions and such other factors as the Bank's Board of Directors
deems relevant. Also, dividends on the Bank Ordinary Shares are payable in
Australian dollars, while the distributions on the STRYPES will be made in
U.S. dollars. For a description of certain dividends paid on Bank Ordinary
Shares and certain information regarding the exchange rate of U.S. dollars
for Australian dollars, see "Investment Objectives and Policies--The Bank."
There can be no assurance that the distribution yield on the STRYPES will be
higher than the dividend yield on the Bank Ordinary Shares over the term of
the Trust. Holders of STRYPES will not be entitled to receive any future
dividends on the Bank Ordinary Shares unless and until such time, if any, as
the Trust shall have delivered Bank Ordinary Shares or Bank ADSs in exchange
for STRYPES on the Exchange Date or upon earlier dissolution of the Trust,
and unless the applicable record date for determining stockholders entitled
to receive such dividends occurs after such delivery. See "Risk Factors--No
Stockholder Rights."

The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than that afforded by a direct investment in the Reference
Property because, assuming no Partial Cash Distribution Event occurs, the
value of the Reference Property receivable by a holder of a STRYPES upon
exchange on the Exchange Date will not exceed the issue price of such STRYPES
if the Reference Property Value exceeds the Threshold Appreciation Price,
which represents an appreciation of % over the Initial Price. Moreover,
assuming no Partial Cash Distribution Event occurs, each STRYPES will entitle
the holder to receive on the Exchange Date only % (the percentage
equal to the Initial Price divided by the Threshold Appreciation Price) of
any appreciation of the value of Reference Property Value above the Threshold
Appreciation Price. Holders of STRYPES will realize the entire decline in
value if the Reference Property Value is less than the Initial Price. As
described herein under "Investment Objective and Policies--The Contract--
General," the "Threshold Appreciation Price" initially will be $ and
the "Initial Price" initially will be $ (the last reported per
ADS sale price of Bank ADSs on the NYSE on , 1997), provided that such
amounts will be adjusted as described herein upon any distribution to holders
on any Partial Cash Distribution Date of cash constituting Reference
Property. See "Risk Factors--Limitations on Opportunity for Equity
Appreciation; Potential Losses."

DILUTION

The percentage of each type of Reference Property (or the amount of cash
or combination of cash and Reference Property) that holders of STRYPES are
entitled to receive upon exchange on the Exchange Date will not be adjusted
for certain events, such as offerings of Bank Ordinary Shares by the Bank for
cash (except certain rights and warrants offerings) or in connection with
acquisitions. The Bank is not restricted in connection with the STRYPES from
issuing additional Bank Ordinary Shares during the term of the Trust. In
addition, principal stockholders of the Bank, including AMP, are not
precluded from selling Bank Ordinary Shares or from participating in or
voting for a reorganization, merger or acquisition of the Bank. The
Contracting Stockholder is precluded from selling Bank Ordinary Shares except
for tendering the Bank Ordinary Shares or other Reference Securities it holds
in connection with any consolidation, merger or acquisition of the Bank or
successor issuer of Reference Securities as a whole or in connection with
permitted substitution of Collateral. Neither the Bank nor any stockholder
of the Bank, including the Contracting Stockholder and AMP, has any
obligation to consider the interests of holders of STRYPES for any reason.
Additional issuances of Bank Ordinary Shares or other Reference Securities
may materially and adversely affect the price of Bank Ordinary Shares or
other Reference Securities and, because of the relationship of the percentage
of each type of Reference Property (or the amount of cash or combination of
cash and Reference Property) to be received on the Exchange Date or the cash
to be received on any Partial Cash Distribution Date to the price of such
other Reference Property, such other events may materially and adversely
affect the trading price of the STRYPES. There can be no assurance that the
Bank or any successor will not take any of the foregoing actions, or that it
will not make offerings of, or that principal stockholders will not sell any,
Bank Ordinary Shares or other Reference Securities in the future, or as to
the amount of any such offerings or sales. See "Risk Factors--Reference
Property Adjustments."

TERM OF THE TRUST

The Trust will dissolve on or shortly after the Exchange Date unless
dissolved earlier upon the occurrence of a Dissolution Event. On or shortly
after the Exchange Date, the Reference Property or cash to be exchanged for
the STRYPES and any other remaining Trust assets, net of any remaining Trust
expenses, if any, will be distributed pro rata to holders. Upon the
occurrence of any Dissolution Event, the Contract will accelerate, the Escrow
Amount will be held for the benefit of and paid to the Contracting
Stockholder, the Trust's assets (other than assets received pursuant to the
Contract) will be liquidated, the net assets of the Trust will be distributed
pro rata to the holders as soon as practicable thereafter, and the Trust will
dissolve. See "Investment Objective and Policies--The Contract" and "--Trust
Dissolution" and "Risk Factors--Limited Term."

CERTAIN TAX CONSIDERATIONS

The Trust will be taxable as a grantor trust for United States Federal
income tax purposes. Accordingly, each holder will be treated for United
States Federal income tax purposes as the owner of its pro rata portion of
the U.S. Treasury Securities and the Contract, and income received (including
original issue discount treated as received) by the Trust will generally be
treated as income of the holders. See "Certain Tax Considerations."

The U.S. Treasury Securities held by the Trust will be treated for
United States Federal income tax purposes as having "original issue discount"
which will accrue over the term of the U.S. Treasury Securities. It is
currently anticipated that each quarterly cash distribution to the holders
will be treated as a tax-free return of the holders' costs of the U.S.
Treasury Securities and any previously included original issue discount, and
therefore will not be considered current income to holders upon receipt
thereof for United States Federal income tax purposes. However, a holder
(whether on the cash or accrual method of tax accounting) must recognize
currently as income original issue discount on the U.S. Treasury Securities
as it accrues. See "Certain Tax Considerations."

Under existing law, a holder should not recognize income, gain or loss
upon the Trust's entry into the Contract or over the term of the Contract.
In general, the delivery of Reference Property pursuant to the Contract will
not be taxable to the holders. A holder will recognize taxable gain or loss
upon receipt of cash, if any, upon dissolution of the Trust or to the extent
AMP exercises the Cash Settlement Option, and may do so in certain other
circumstances. In general, each holder's initial tax basis in any Reference
Property received from the Trust on the Exchange Date or upon earlier
dissolution of the Trust will be equal to its basis in its pro rata portion
of the Contract less the portion of such basis allocable to any cash that is
received. The proper United States Federal income tax treatment of the
receipt by a U.S. holder's pro rata portion of cash distributed as a result
of a Partial Cash Distribution Event prior to dissolution of the Trust is
uncertain. See "Certain Tax Considerations."

MANAGEMENT ARRANGEMENTS

The Trust will be internally managed and will not have an investment
adviser. The Trust's portfolio will not be actively managed. The
administration of the Trust will be overseen by the Trustees. The day-to-day
administration of the Trust will be carried out by The Bank of New York (or
its successor) as trust administrator (the "Administrator"). The Bank of New
York (or its successor) will also act as custodian for the Trust's assets
(the "Custodian") and as paying agent, transfer agent and registrar (the
"Paying Agent") with respect to the STRYPES. Except as aforesaid, The Bank
of New York has no other affiliation with, and is not engaged in any other
transaction with, the Trust. For their services, the Trust will pay The Bank
of New York in its capacities as the Administrator, the Custodian and the
Paying Agent at the closing of the Offering a one-time, up-front amount in
respect of its fee. See "Management Arrangements."

RISK FACTORS

The Trust has adopted a fundamental policy that the Contract may not be
disposed of during the term of the Trust and that, unless the Trust dissolves
prior to the Exchange Date due to the occurrence of a Dissolution Event, the
U.S. Treasury Securities may not be disposed of prior to their respective
maturities. The Trust will continue to hold the Contract despite any
significant decline in the value of the Reference Property or adverse changes
in the financial condition of the Bank or other issuer of Reference Property.

Although the STRYPES will provide investors with a current distribution
yield, there is no assurance that the distribution yield on the STRYPES will
be higher than the yield on the Reference Property over the term of the
Trust. In addition, the opportunity for equity appreciation afforded by an
investment in the STRYPES is less than that afforded by a direct investment
in the Bank Ordinary Shares. The value of the Reference Property receivable
by a holder of a STRYPES upon exchange on the Exchange Date will exceed the
issue price of such STRYPES only if the Reference Property Value exceeds the
Threshold Appreciation Price, which, assuming a Partial Cash Distribution
Event does not occur, represents an appreciation of % over the Initial
Price. Moreover, assuming a Partial Cash Distribution Event does not occur,
because each STRYPES will entitle the holder to receive only % of each
type of Reference Security if the Reference Property Value exceeds the
Threshold Appreciation Price, holders of the STRYPES will be entitled to
receive upon exchange only % of any appreciation of the value of the
Reference Property above the Threshold Appreciation Price. AS DESCRIBED
HEREIN, THE REFERENCE PROPERTY VALUE WILL REPRESENT A DETERMINATION OF THE
VALUE OF THE REFERENCE PROPERTY IMMEDIATELY PRIOR TO ANY PARTIAL CASH
DISTRIBUTION DATE AND THE EXCHANGE DATE. FURTHERMORE, THE AMOUNT OF CASH PER
STRYPES DISTRIBUTED ON ANY PARTIAL CASH DISTRIBUTION DATE OR AS A RESULT OF A
CASH DISSOLUTION EVENT WILL BE THE CASH REORGANIZATION AMOUNT ADJUSTED BY A
PRESENT VALUE CALCULATION THAT DISCOUNTS SUCH CASH REORGANIZATION AMOUNT TO
THE PAYMENT DATE FROM THE EXCHANGE DATE AS DESCRIBED HEREIN. ACCORDINGLY,
THERE CAN BE NO ASSURANCE THAT THE AMOUNT RECEIVABLE BY THE HOLDER OF A
STRYPES ON THE EXCHANGE DATE OR AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY
CASH DISTRIBUTION TO THE HOLDER ON ANY PARTIAL CASH DISTRIBUTION DATE WILL BE
EQUAL TO OR GREATER THAN THE ISSUE PRICE OF THE STRYPES. IF THE REFERENCE
PROPERTY VALUE IS LESS THAN THE INITIAL PRICE ON THE EXCHANGE DATE OR THE
PRESENT VALUE OF THE REFERENCE PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR
PARTIAL CASH DISTRIBUTION DATE IS LESS THAN THE INITIAL PRICE, THE SUM OF THE
AMOUNTS DISTRIBUTED TO THE HOLDER OF A STRYPES MAY BE LESS THAN THE ISSUE
PRICE PAID FOR THE STRYPES, IN WHICH CASE AN INVESTMENT IN STRYPES WILL
RESULT IN A LOSS. SEE "INVESTMENT OBJECTIVES AND POLICIES--GENERAL" AND "--
THE CONTRACT."

The Trust is classified as a "non-diversified" investment company under
the Investment Company Act. Consequently, the Trust is not limited by the
Investment Company Act in the proportion of its assets that may be invested
in the securities of a single issuer. Since the only securities held by the
Trust will be the U.S. Treasury Securities and the Contract, the Trust may be
subject to greater risk than would be the case for an investment company with
more diversified investments.

The trading prices of the STRYPES in the secondary market will be
directly affected by the trading prices of Banks ADSs or Bank Ordinary Shares
or other Reference Property in the secondary market. It is impossible to
predict whether the price of Bank ADSs or Bank Ordinary Shares or other
Reference Property will rise or fall. Trading prices of Bank ADSs or Bank
Ordinary Shares or other Reference Property will be influenced by the Bank's
or successor issuer's operating results and prospects and by economic,
financial and other factors and market conditions.

Holders of STRYPES will not be entitled to any rights with respect to
the Bank Ordinary Shares (including, without limitation, voting rights and
rights to receive any dividends or other distributions in respect thereof)
unless and until such time, if any, as the Trust shall have delivered Bank
Ordinary Shares in exchange for STRYPES on the Exchange Date or upon the
occurrence of a Dissolution Event, and unless the applicable record date, if
any, for the exercise of such rights occurs after such delivery.

The bankruptcy or winding up of the Contracting Stockholder or AMP could
adversely affect the time of exchange or, as a result, the amount received by
the holders of the STRYPES. See "Risk Factors--Risk Relating to Winding Up
of Contracting Stockholder or AMP."

Holders will experience a taxable event upon receipt of cash, if any,
upon dissolution of the Trust. Because of an absence of authority as to the
proper character of any gain or loss resulting from such a taxable event, the
ultimate tax consequences to holders as a result of the Contracting
Stockholder satisfying its obligation under the Contract, in whole or in
part, with cash is uncertain. See "Risk Factors."

LISTING

Application has been made to list the STRYPES on the NYSE.

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load (as a percentage of offering price). . 3% (a)

Automatic Dividend Reinvestment Plan Fees . . . . . . . Not Applicable
ANNUAL EXPENSES (as a percentage of net assets)
Management Fees(b) . . . . . . . . . . . . . . . . . . . 0%
Other Expenses(c) . . . . . . . . . . . . . . . . . . . 0%
TOTAL ANNUAL EXPENSES(C) . . . . . . . . . . . . . . . . . . 0%

<TABLE>
<CAPTION>
Example 1 year 3 years
<S> <C> <C>

An investor would pay the following expenses on a $1,000 investment,
including the maximum sales load of $30 and assuming (1) no annual
expenses and (2) a 5% annual return throughout the periods: $30 $30

</TABLE>
_____________
(a) See the cover page of this Prospectus and "Underwriting."
(b) See "Management Arrangements." The Trust will be internally managed;
consequently there is no separate investment advisory fee paid by the
Trust. The Bank of New York will act as the administrator of the Trust.

(c) The organization costs of the Trust in the amount of $ , the costs
associated with the initial registration and offering of the STRYPES
estimated to be approximately $ , and approximately $
in respect of anticipated ongoing expenses over the term of the Trust
will be paid by the Trust. Any unanticipated operating expenses of the
Trust will be paid by Merrill Lynch & Co., Inc., which will be
reimbursed by AMP. See "Management Arrangements--Estimated Expenses."
Absent such arrangements, the Trust's "Other Expenses" and "Total Annual
Expenses" would be approximately % of the Trust's net assets.

The foregoing Fee Table is intended to assist investors in understanding
the costs and expenses that a shareholder in the Trust will bear directly or
indirectly. The Example set forth above assumes reinvestment of all
dividends and distributions and utilizes a 5% annual rate of return as
mandated by Securities and Exchange Commission regulations. THE EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES OR ANNUAL RATES
OF RETURN, AND ACTUAL EXPENSES OR ANNUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE ASSUMED FOR PURPOSES OF THE EXAMPLE.

THE TRUST

WBK STRYPES Trust is a recently created Delaware business trust and will
be registered as a closed-end management investment company under the
Investment Company Act. The Trust was formed on March 14, 1996 pursuant to a
Trust Agreement dated as of such date (as amended and restated as of
, 1997 the "Declaration of Trust"). The term of the Trust will
expire on or shortly after , 2000, except that the Trust may be
dissolved prior to such date under certain limited circumstances. The Trust
will be treated as a grantor trust for United States Federal income tax
purposes. The Trust's principal office is located at 850 Library Avenue,
Suite 204, Newark, Delaware 19715, and its telephone number is (302) 738-
6680.

USE OF PROCEEDS

The net proceeds of the Offering will be approximately $
(or approximately $ , if the Underwriter's over-allotment option
is exercised in full), after payment of the sales load, the expenses of the
Offering and the other expenses payable by the Trust as described herein. At
the time of the closing of the Offering, or shortly thereafter, the net
proceeds of the Offering will be used to purchase a fixed portfolio comprised
of a series of zero-coupon U.S. Treasury Securities with face amounts and
maturities corresponding to the amounts and payment dates of the
distributions payable with respect to the STRYPES, to pay the purchase price
under the Contract to the Contracting Stockholder and to pay the Escrow
Amount under the Escrow Agreement to the Escrow Agent.

INVESTMENT OBJECTIVE AND POLICIES

Unless the context otherwise requires, the following discussion assumes
that on the Exchange Date, the Reference Property consists only of Bank
Ordinary Shares.

GENERAL

The Trust will purchase and hold (i) a series of zero-coupon U.S.
Treasury Securities maturing on a quarterly basis through the Exchange Date,
(ii) the Contract with the Contracting Stockholder and AMP relating to the
Reference Property, and (iii) the Escrow Agreement with the Escrow Agent
relating to the Escrow Amount. The Trust's investment objective is to
distribute to holders of STRYPES on a quarterly basis $ per STRYPES
(which amount equals the pro rata portion of the fixed quarterly
distributions from the proceeds of the maturing U.S. Treasury Securities held
by the Trust) and, on the Exchange Date, a percentage of the number or amount
of each type of Reference Security and other property constituting part of
the Reference Property (or, in certain circumstances, cash, or a combination
of cash, Reference Securities and other property, with an equal value) per
STRYPES equal to the Exchange Amount. The Exchange Amount is equal to: (a)
if the Reference Property Value is greater than or equal to the Threshold
Appreciation Price, % of the number or amount of each type of Reference
Property, (b) if the Reference Property Value is less than the Threshold
Appreciation Price but is greater than the Initial Price, a percentage of the
number or amount of each type of Reference Property, allocated as
proportionately as practicable, so that the aggregate value thereof is equal
to the Initial Price, and (c) if the Reference Property Value is less than or
equal to the Initial Price, 100% of the number or amount of each type of
Reference Property. The "Initial Price" initially will be $ , provided
that, following the distribution of cash constituting Reference Property as a
result of a Partial Cash Distribution Event, the Initial Price will be the
product of the Initial Price in effect immediately prior to such distribution
and the fraction obtained by dividing the non-cash consideration portion of
the Reference Property Value (computed as of the related Partial Cash
Distribution Date but prior to the distribution of such cash) by the
Reference Property Value (computed as aforesaid), with such product being
rounded to the nearest cent. The "Threshold Appreciation Price" initially
will be $ , provided that, following the distribution of cash
constituting Reference Property as a result of a Partial Cash Distribution
Event, the Threshold Appreciation Price will be the product of the Threshold
Appreciation Price in effect immediately prior to such distribution and the
fraction obtained by dividing the portion of the non-cash consideration
portion of the Reorganization Price (computed as of the related Partial Cash
Payment Date but prior to the distribution of such cash) by the Reference
Property Value (computed as aforesaid), with such product being rounded to
the nearest cent.

THERE CAN BE NO ASSURANCE THAT THE AMOUNT RECEIVABLE BY THE HOLDER OF A
STRYPES ON THE EXCHANGE DATE OR AS A RESULT OF ANY DISSOLUTION EVENT PLUS ANY
CASH DISTRIBUTION TO THE HOLDER ON ANY PARTIAL CASH DISTRIBUTION DATE WILL BE
EQUAL TO OR GREATER THAN THE ISSUE PRICE OF THE STRYPES. IF THE REFERENCE
PROPERTY VALUE IS LESS THAN THE INITIAL PRICE ON THE EXCHANGE DATE OR THE
PRESENT VALUE OF THE REFERENCE PROPERTY VALUE ON ANY CASH DISSOLUTION DATE OR
PARTIAL CASH DISTRIBUTION DATE IS LESS THAN THE INITIAL PRICE, THE SUM OF THE
AMOUNTS DISTRIBUTED TO THE HOLDER OF A STRYPES MAY BE LESS THAN THE ISSUE
PRICE PAID FOR THE STRYPES, IN WHICH CASE AN INVESTMENT IN STRYPES WILL
RESULT IN A LOSS. Holders otherwise entitled to receive fractional units or
interests of any Reference Security or other property constituting part of
the Reference Property in respect of their aggregate holdings of STRYPES will
receive cash in lieu thereof. See "Fractional Interests."

The term "Reference Property" initially means five Bank Ordinary Shares
and shall be subject to adjustment from time to time prior to the Business
Day immediately preceding the Exchange Date to reflect the addition,
substitution or distribution of any cash, securities and/or other property
resulting from the application of the adjustment provisions described below
under "-The Contract-Reference Property Adjustments." As more fully described
below, upon application of such adjustment provisions, in the future the
Reference Property may include, in addition to or in lieu of Bank Ordinary
Shares, other securities of the Bank, securities of another issuer, cash or
other property. The term "Reference Security" means, at any time, any
security (as defined in Section 2(1) of the Securities Act) then constituting
part of the Reference Property. The term "Reference Property Value" means,
subject to the adjustment provisions described below, the sum, determined as
of 10:00 A.M. (New York City time) on the second Business Day preceding the
Exchange Date, any Partial Cash Distribution Date or the date of any
distribution following a Dissolution Event, as the case may be (each such
date being a "Reference Date"), of the U.S. Dollar Equivalent of (a) for any
portion of the Reference Property consisting of cash, the amount of such
cash, (b) for any portion of the Reference Property consisting of property
other than cash or Reference Securities, the fair market value of such
property (as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Administrator) as of 10:00 A.M.
(New York City time) on the third Business Day preceding the Reference Date,
and (c) for any portion of the Reference Property consisting of a Reference
Security, an amount equal to the average Closing Price (as defined herein)
per unit of such Reference Security on the 20 Trading Days immediately prior
to, but not including, the second Trading Day preceding the Reference Date
multiplied by the number of units of such Reference Security constituting
part of the Reference Property. The term "U.S. Dollar Equivalent" with
respect to the value of any asset or liability means (i) if such asset or
liability is denominated or valued in U.S. dollars, such U.S. dollar amount;
(ii) if such asset is denominated or valued in other than in U.S. dollars,
the product of the value of such asset and (x) the U.S. dollar noon buying
rate in New York City for cable transfers (the "Noon Buying Rate") of the
currency in which the asset is denominated or valued as certified by the
Federal Reserve Bank of New York on the date on or as of which the value of
any asset or liability is being determined or (y) if the Noon Buying Rate for
such currency is not available on such date, a rate of exchange determined by
the Administrator.

At the request of a STRYPES holder, Bank Ordinary Shares constituting
Reference Property which such holder may be entitled to receive on the
Exchange Date or otherwise will be delivered in the form of Bank ADSs
representing such shares and evidenced by Bank ADRs, but only if at the time
of delivery Bank ADSs are listed on the NYSE or another national or regional
U.S. stock exchange or quoted on a U.S. automated quotation system and if and
to the extent such Bank Ordinary Shares are accepted for deposit by the
depositary for the Bank ADSs. Any such request shall have been received by
the Administrator at least 30 days prior to the Exchange Date or other
applicable distribution date. In the event that a holder elects to receive
Bank ADSs, on the Exchange Date or other distribution date, as the case may
be, the Trust will deposit the Bank Ordinary Shares with the Bank ADR
depositary with instructions to register ADRs in such holder's name and to
deliver such ADRs as requested by such holder and the Trust will be
responsible for the payment of any fees of the Bank ADR depositary in
connection therewith. Any such payment will be reimbursed by Merrill Lynch &
Co., Inc., which in turn will be reimbursed by AMP.

The "Closing Price" of (i) a Bank Ordinary Share constituting a
Reference Security on any date of determination means (a) (w) the closing
sale price per ADS (or, if no closing sale price per ADS is reported, the
last reported per ADS sale price) of Bank ADSs on the NYSE on such date or,
if Bank ADSs are not listed for trading on the NYSE on such date, as reported
in the composite transactions for the principal United States securities
exchange on which Bank ADSs are so listed, or, if Bank ADSs are not so
listed, as reported by National Association of Securities Dealers, Inc.
Automated Quotation System, or if Bank ADSs are not so reported, the last
quoted per ADS bid price for Bank ADSs in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or (b) if
Bank ADSs are not outstanding or traded, (y) the closing price per share (or,
if no closing price per share is reported, the last reported per share sale
price) of Bank Ordinary Shares on the Australian Stock Exchange (the "ASX")
on such date or, if Bank Ordinary Shares are not listed for trading on the
ASX on such date, the per share market value of Bank Ordinary Shares on such
date as determined by a nationally recognized independent investment banking
firm in Australia retained for this purpose by the Administrator, multiplied
by (z) the U.S. dollar noon buying rate in New York City for cable transfers
of Australian dollars as certified by the Federal Reserve Bank of New York on
such date; and (ii) a Reference Security other than a Bank Ordinary Share on
any date of determination means the closing sale price (or, if no closing
price is reported, the last reported sale price) of such security on the NYSE
on such date or, if such security is not listed for trading on the NYSE on
such date, as reported in the composite transactions for the principal United
States securities exchange on which such security is so listed, or, if such
security is not so listed on a United States exchange, as reported by
National Association of Securities Dealers, Inc. Automated Quotation System,
or, if such security is not so reported, the last quoted bid price for such
security in the over-the-counter market as reported by the National Quotation
Bureau or similar organization, or, if such bid price is not available, the
U.S. Dollar Equivalent of the market value of such security on such date as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Administrator. A "Trading Day" is defined
as a day on which the security the Closing Price of which is being determined
(A) is not suspended from trading on any securities exchange or association
or over-the-counter market at the close of business and (B) has traded at
least once on the securities exchange or association or over-the-counter
market that is the primary market for the trading of such security or, in
connection with calculating the Reference Property Value for Bank Ordinary
Shares using clause (i)(a) of the definition of Closing Price, the primary
trading market for the trading of Bank ADSs. The term "Business Day" means
any day that is not a Saturday, a Sunday or a day on which the NYSE, The
NASDAQ National Market, or banking institutions or trust companies in The
City of New York and any other place where payment under the Contract or the
Escrow Agreement is required to be made are authorized or obligated by law or
executive order to close.

Pursuant to the terms of the Contract, when the Escrow Amount vests for
the benefit of the Contracting Stockholder, the Contracting Stockholder is
obligated to deliver to the Trust on the Business Day immediately preceding
the Exchange Date the aggregate number or amount of each type of Reference
Security and other property constituting part of the Reference Property
required by the Trust in order to exchange all of the STRYPES (including
STRYPES issued pursuant to the over-allotment option granted by the Trust to
the Underwriter and STRYPES issued in connection with the formation of the
Trust) on the Exchange Date in accordance with the Trust's investment
objective. The obligation of the Contracting Stockholder to deliver
Reference Property under the Contract may be cash settled, at the option of
AMP (the "Cash Settlement Option"), in whole or in part, if AMP delivers to
the Trust on the Business Day immediately preceding the Exchange Date, in
lieu of the portion of the number or amount of each type of Reference
Property otherwise deliverable in respect of which the Cash Settlement Option
is exercised, cash in an amount equal to the value of the Reference Property
immediately prior to the Exchange Date. To the extent that AMP elects to
satisfy its obligation under the Contract by delivering cash or the Reference
Property includes cash, holders will receive cash on the Exchange Date. On
or prior to the twenty-sixth Business Day preceding the Exchange Date, the
Administrator will notify The Depository Trust Company (the "Depository") and
publish a notice in The Wall Street Journal or another daily newspaper of
national circulation stating whether the applicable percentage of the number
or amount of the Reference Property or cash will be delivered in exchange for
the STRYPES on the Exchange Date. At the time such notice is published, the
Reference Property Value will not have been determined. If the Contracting
Stockholder delivers Reference Property, holders will be responsible for the
payment of any and all brokerage costs upon the subsequent sale thereof.

The Contract will comprise approximately % of the Trust's initial
assets. The Trust has adopted a fundamental policy that the Contract may not
be disposed of during the term of the Trust and that, unless the Trust
dissolves prior to the Exchange Date upon the occurrence of a Dissolution
Event, the U.S. Treasury Securities may not be disposed of prior to their
respective maturities and the Escrow Agreement may not be disposed of prior
to the second Business Day immediately preceding the Exchange Date. The
foregoing fundamental policies of the Trust may not be changed without the
vote of 100% in interest of the holders.

TRUST ASSETS

The Trust's assets primarily will consist of (i) U.S. Treasury
Securities, (ii) the Contract and (iii) the Escrow Agreement. The Trust may
also make certain temporary investments. See "--Temporary Investments." For
illustrative purposes only, the following table shows the number of Bank
Ordinary Shares or amount of cash (in U.S. dollars) that a holder would
receive for each STRYPES at various Reference Property Values. The table
assumes that there will be no Reference Property adjustments as described
below under "--The Contract--Reference Property Adjustments" and,
accordingly, that on the Exchange Date, the Reference Property will consist
of five Bank Ordinary Shares. There can be no assurance that the Reference
Property Value will be within the range set forth below. Given an Initial
Price of $ and a Threshold Appreciation Price of $ , a holder
would receive on the Exchange Date the following number of Bank Ordinary
Shares or amount of cash (if the Contracting Stockholder elects to satisfy
its obligation under the Contract in whole with cash) per STRYPES:

<TABLE>
<CAPTION>
Reference Property Number of Bank ADS
Value of Number of (Assuming 5 Bank Ordinary
Bank Ordinary Bank Ordinary Shares per Bank ADS) Amount of
Shares Shares Cash
<S> <C> <C> <C>

</TABLE>

The following table sets forth information regarding the distributions
to be received on the U.S. Treasury Securities, the portion of each year's
distributions that will constitute a return of capital for United States
Federal income tax purposes and the amount of original issue discount
accruing, assuming a yield-to-maturity accrual election, on the U.S. Treasury
Securities with respect to a holder who acquires its STRYPES at the issue
price from an Underwriter pursuant to the Offering. See "Certain Tax
Considerations."

<TABLE>
<CAPTION> Annual
Annual Gross Annual Gross Inclusion of
Distributions Distributions Original Issue
from U.S. from U.S. Annual Return Discount in
Treasury Treasury Securities per of Capital per Income per
Year Securities STRYPES STRYPES STRYPES
<S> <C> <C> <C> <C>
1997 $ $ $ $
1998
1999
2000

</TABLE>

The anticipated annual distribution of $ per STRYPES is
payable quarterly on each February 15, May 15, August 15 and November 15,
commencing November 15, 1997 (or, if any such date is not a Business Day,
the next succeeding Business Day). Quarterly distributions on the STRYPES
will consist solely of the cash received from the proceeds of the maturing
U.S. Treasury Securities held by the Trust. The Trust will not be entitled
to any future dividends that may be declared on the Bank Ordinary Shares.
See "Dividends and Distributions."

ENHANCED YIELD; LESS POTENTIAL FOR EQUITY APPRECIATION THAN BANK ORDINARY
SHARES; NO DEPRECIATION PROTECTION

Although the STRYPES will provide investors with a current distribution
yield, there is no assurance that the distribution yield on the STRYPES will
be higher than the dividend yield on the Bank Ordinary Shares or other
Reference Securities over the term of the Trust. In addition, the
opportunity for equity appreciation afforded by an investment in the STRYPES
is less than that afforded by a direct investment in the Bank Ordinary
Shares. The value of the Bank Ordinary Shares receivable by a holder of a
STRYPES on the Exchange Date (plus any cash received in connection with any
Partial Cash Distribution Event) will exceed the issue price of such STRYPES
only if the Reference Property Value exceeds the Threshold Appreciation
Price, which represents an appreciation of % of the Initial Price.
Moreover, because each STRYPES will entitle the holder to receive only %
of the number or amount of each type of Reference Security and other property
constituting part of the Reference Property if the Reference Property Value
exceeds the Threshold Appreciation Price, holders of the STRYPES will be
entitled to receive upon exchange only % (the percentage equal to the
Initial Price divided by the Threshold Appreciation Price) of any
appreciation of the value of the Reference Property above the Threshold
Appreciation Price. Holders of STRYPES will bear the entire decline in value
if the Reference Property Value is less than the Initial Price.

THE BANK

Westpac Banking Corporation (the "Bank"), together with its subsidiaries
("Westpac"), is one of the four major banking organizations in Australia.
Westpac is engaged in a broad range of banking and financial services,
including general banking (retail, commercial and institutional banking),
finance company activities, investment management and insurance. On July 29,
1997, the market capitalization of the Bank was A$14.347 billion, which
ranked it in the top five Australian companies listed on the ASX.

For each of the Bank's fiscal years indicated below, the high, low,
average and year-end Noon Buying Rates for Australian dollars were:

<TABLE>
<CAPTION> Year ended September 30,
1997/F1/ 1996 1995 1994 1993 1992
(US$ per A$1.00)
<S> <C> <C> <C> <C> <C> <C>
High 0.81200 0.8026 0.7778 0.7467 0.7224 0.8004
Low 0.78300 0.7318 0.7100 0.6460 0.6450 0.7112

Average/F2/ 0.81000 0.7718 0.7429 0.7109 0.6839 0.7528
Close (on September 30) 0.7912 0.7556 0.7400 0.6450 0.7139

</TABLE>

/1/ Through September , 1997. On September , 1997, the Noon Buying
Rate was A$ _______.

/2/ The average of the exchange rates on the last day of each month during
the period.

The principal exchange for the Bank Ordinary Shares is the ASX. Bank
ADSs, each representing five Bank Ordinary Shares, are listed on the NYSE.
The Bank Ordinary Shares are also listed on the Tokyo Stock Exchange and The
Stock Exchange, New Zealand.

The table below shows, for the calendar periods indicated, the reported
high and low market quotations for the Bank Ordinary Shares on the ASX based
on its daily official list and for the Bank ADSs on the NYSE.

<TABLE>
<CAPTION> Per Ordinary Share Per Bank ADS
High Low High Low
Quarter ending
<S> <C> <C> <C> <C>

1994:
March A $5.55 A $4.45 US $20 1/8 US $15 1/4
June 5.08 4.15 18 3/8 15 1/4
September 4.86 4.12 17 7/8 15 1/4
December 4.58 3.90 17 1/2 14/7/8

1995:
March 5.07 4.30 21 3/8 16 3/8
June 5.51 4.80 20 1/8 17 1/2
September 5.50 4.82 20 5/8 17 7/8
December 5.96 5.28 22 1/2 19 3/4

1996:
March 6.49 5.53 24 3/8 21 1/2
June 6.33 5.30 24 7/8 21 3/8
September 6.59 5.20 26 20 1/2
December 7.50 6.44 30 3/8 25 1/4

1997:
March 7.90 6.93 30 1/8 27
June 8.10 6.43 30 1/4 25 3/8
September (through 8.77 7.66 39 1/4 28 1/16
September)

</TABLE>

The table below sets forth the total dividends paid on each fully paid
Bank Ordinary Share in respect of each fiscal year of the Bank indicated.
Amounts are translated into U.S. dollars at the Noon Buying Rate on each of
the respective payment dates for interim and final dividends.

<TABLE>
<CAPTION>
Total Total Total
Fiscal Year Dividends Dividends Dividends
Ended per Ordinary per Ordinary per Ban
September 30 Share Share
<S> <C> <C> <C>

1991 A$0.275 US$0.203 US$1.041
1992 0.180 0.133 0.648
1993 0.120 0.083 0.416
1994 0.180 0.135 0.677
1995 0.280 0.205 1.023
1996 0.330 0.258 1.290

</TABLE>

Any future determination as to the payment of dividends on the Bank
Ordinary Shares will be at the discretion of the Bank's Board of Directors
and will depend upon the Bank's operating results, financial condition and
capital requirements, contractual restrictions, general business conditions
and such other factors as the Bank's Board of Directors deems relevant.

Morgan Guaranty Trust Company of New York acts as depositary for the
Bank ADSs.

Holders of STRYPES will not be entitled to receive any future dividends
on the Reference Securities unless and until such time, if any, as the Trust
shall have delivered Reference Securities in exchange for STRYPES on the
Exchange Date or upon earlier dissolution of the Trust, and unless the
applicable record date for determining stockholders entitled to receive such
dividends occurs after such delivery. See "Risk Factors--No Stockholder
Rights."

The Bank is subject to the information requirements of the Exchange Act
applicable to foreign private issuers. Accordingly, the Bank files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Copies of such material can be inspected and copied at the
public reference facilities maintained by the Commission at the address
specified under "Additional Information." Reports and other information
concerning the Bank may also be inspected at the offices of the NYSE.

THE BANK IS NOT AFFILIATED WITH THE TRUST, WILL NOT RECEIVE ANY OF THE
PROCEEDS FROM THE SALE OF THE STRYPES AND WILL HAVE NO OBLIGATIONS WITH
RESPECT TO THE STRYPES. THIS PROSPECTUS RELATES ONLY TO THE STRYPES OFFERED
HEREBY AND DOES NOT RELATE TO THE BANK, BANK ADSs OR BANK ORDINARY SHARES.

THE CONTRACT

General. Pursuant to the terms of the Contract, the Contracting
Stockholder is obligated to deliver to the Trust on the Business Day
immediately preceding the Exchange Date an aggregate number or amount of each
type of the Reference Property equal to the product of the Exchange Amount
and the aggregate number of STRYPES then outstanding. The obligation of the
Contracting Stockholder to deliver shares of Reference Property under the
Contract may be cash settled, at the option of AMP, in whole or in part, if
AMP delivers to the Trust on the Business Day immediately preceding the
Exchange Date, in lieu of the portion of the Reference Property otherwise
deliverable in respect of which the Cash Settlement Option is exercised, U.S.
dollars in an amount (calculated to the nearest 1/100th of a dollar or, if
there is not a nearest 1/100th of a dollar, then to the next higher 1/100th
of a dollar) equal to the Reference Property Value. In the event, and to the
extent, that AMP exercises the Cash Settlement Option, holders of the STRYPES
will receive cash on the Exchange Date. The Escrow Amount will then be paid
over to the Contracting Stockholder.

Reference Property Adjustments. The Reference Property is subject to
adjustment if an issuer of a Reference Security shall: (i) pay a stock
dividend or make a distribution with respect to such Reference Security in
Reference Securities; (ii) subdivide or split the outstanding units of such
Reference Security into a greater number of units; (iii) combine the
outstanding units of such Reference Security into a smaller number of units;
(iv) issue by reclassification of units of such Reference Security any units
of another security of such issuer; (v) issue rights or warrants to all
holders of such Reference Security entitling them, for a period expiring
prior to the fifteenth calendar day following the Exchange Date, to subscribe
for or purchase any of its securities or other property (other than rights to
purchase units of such Reference Security pursuant to a plan for the
reinvestment of dividends or interest); or (vi) pay a dividend or make a
distribution to all holders of such Reference Security of cash, securities or
other property (excluding any cash dividend on any Reference Security
consisting of capital stock that does not constitute an Extraordinary Cash
Dividend (as defined below), excluding any payment of interest on such
Reference Security consisting of an evidence of indebtedness and excluding
any dividend or distribution referred to in clause (i), (ii), (iii), (iv) or
(v) above) or issue to all holders of such Reference Security rights or
warrants to subscribe for or purchase any of its securities or other property
(other than rights to purchase units of such Reference Security pursuant to a
plan for the reinvestment of dividends or interest and rights referred to in
clause (v) above) (any of the foregoing cash, securities or other property or
rights or warrants are referred to as the "Distributed Assets") (any such
event described in clause (i), (ii), (iii), (iv), (v) or (vi), a "Dilution
Event").

In the case of the Dilution Events referred to in clauses (i),
(ii), (iii) and (iv) above, the Reference Property shall be adjusted to
include the number of units of such Reference Security and/or security of
such issuer which a holder of units of such Reference Security would have
owned or been entitled to receive immediately following any such event had
such holder held, immediately prior to such event, the number of units of
such Reference Security constituting part of the Reference Property
immediately prior to such event. Each such adjustment shall become effective
immediately after the effective date for such subdivision, split, combination
or reclassification, as the case may be. Each such adjustment shall be made
successively.

In the case of the Dilution Event referred to in clause (v) above, the
Reference Property shall be adjusted multiplying the number of Reference
Securities constituting Reference Property immediately prior to the date of
issuance of the rights or warrants referred to in clause (v) above by a
fraction, the numerator of which shall be the number of Reference Securities
outstanding on the date of issuance of such rights or warrants, immediately
prior to such issuance, plus the number of additional Reference Securities
offered for subscription or purchase pursuant to such rights or warrants, and
the denominator of which shall be the number of Reference Securities
outstanding on the date of issuance of such rights or warrants, immediately
prior to such issuance, plus the number of additional Reference Securities
which the aggregate offering price of the total number of Reference
Securities so offered for subscription or purchase pursuant to such rights or
warrants would purchase at the current market price (determined as the
average Closing Price per Reference Security on the 20 Trading Days
immediately prior to the date such rights or warrants are issued, subject to
certain adjustments), which shall be determined by multiplying such total
number of Reference Securities by the exercise price of such rights or
warrants and dividing the product so obtained by such current market price.
To the extent that Reference Securities are not delivered after the
expiration of such rights or warrants, or if such rights or warrants are not
issued, the Reference Property shall be readjusted to the Reference Property
which would then be in effect had such adjustments for the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
Reference Securities actually delivered.

In the case of the Dilution Event referred to in clause (vi) above, the
Reference Property shall be adjusted to include, from and after such
dividend, distribution or issuance, (x) in respect of that portion, if any,
of the Distributed Assets consisting of cash, the amount of such Distributed
Assets consisting of cash received for each unit of such Reference Security
multiplied by the number of units of such Reference Security constituting
part of the Reference Property on the date of such dividend, distribution or
issuance, immediately prior to such dividend, distribution or issuance,
without interest thereon, plus (y) in respect of that portion, if any, of the
Distributed Assets which are other than cash, the number or amount of each
type of Distributed Assets other than cash received with respect to each unit
of such Reference Security multiplied by the number of units of such
Reference Security constituting part of the Reference Property on the date of
such dividend, distribution or issuance, immediately prior to such dividend,
distribution or issuance.

An "Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, the amount, if any, by which the aggregate amount of all
cash dividends or any other distribution made by the issuer of a Reference
Security or made pursuant to a Scheme of Arrangement (in the case of the
Bank) or a similar Scheme of Arrangement (in any other case) effecting a
distribution of distributable profits or reserves (other than a bonus issue),
whether in cash or in specie, on any Reference Security consisting of capital
stock occurring in such 12-month period (or, if such Reference Security was
not outstanding at the commencement of such 12-month period, occurring in
such shorter period during which such Reference Security was outstanding)
exceeds on a per share basis 12% of the average of the Closing Prices per
share of such Reference Security over such 12-month period (or such shorter
period during which such Reference Security was outstanding); provided that,
for purposes of the foregoing definition, the amount of cash dividends paid
on a per share basis will be appropriately adjusted to reflect the occurrence
during such period of any stock dividend or distribution of shares of capital
stock of the issuer of such Reference Security or any subdivision, split,
combination or reclassification of shares of such Reference Security.

In the event of (A) any consolidation or merger of an issuer of a
Reference Security with or into another entity (other than a consolidation or
merger in which such issuer is the continuing corporation and in which the
Reference Security outstanding immediately prior to the consolidation or
merger is not exchanged for cash, securities or other property of such issuer
or another entity) or acquisition of an issuer of a Reference Security by
another entity which results in a Change in Control (as defined herein),
(B) any sale, transfer, lease or conveyance to another corporation of the
property of an issuer of a Reference Security as an entirety or substantially
as an entirety, (C) any statutory exchange of securities of an issuer of a
Reference Security with another entity or (D) any liquidation, dissolution,
winding up or bankruptcy of an issuer of a Reference Security including the
Bank as such (excluding any distribution in such Dilution Event referred to
in clause (vi) above) (any such event described in clause (A), (B), (C) or
(D), a "Reorganization Event"), the Reference Property shall be adjusted to
include, from and after the effective date for such Reorganization Event, in
lieu of the number of units of such Reference Security constituting part of
the Reference Property immediately prior to the effective date for such
Reorganization Event, the amount or number of any cash, securities and/or
other property owned or received in such Reorganization Event with respect to
each unit of such Reference Security multiplied by the number of units of
such Reference Security constituting part of the Reference Property
immediately prior to the effective date for such Reorganization Event.
"Change in Control" means any person who is entitled to less than 50 percent
of the voting shares in the Bank becoming, as a result of an acquisition,
entitled to more than 50 per cent of the voting shares in the Bank (as those
terms are defined in the Corporations Law).

The Administrator is required, within ten Business Days following the
occurrence of an event that requires an adjustment to the Reference Property
(or if the Administrator is not aware of such occurrence, as soon as
practicable after becoming so aware), to provide written notice to the
holders of the occurrence of such event and a statement in reasonable detail
setting forth the amount or number of each type of Reference Security and
other property then constituting part of the Reference Property.

No adjustments to the Reference Property will be made for certain other
events, such as offerings of Bank Ordinary Shares by the Bank for cash
(except as described above) or in connection with acquisitions. Likewise, no
adjustments to the Reference Property will be made for any sales of Bank
Ordinary Shares by the Contracting Stockholder.

Cash Distribution Events. Upon the occurrence of (a) an event described
in clause (iii) of the definition of Dissolution Event (a "Cash Dissolution
Event") or (b) any consolidation, merger or acquisition of an issuer of a
Reference Security with, into or by another entity in which some but less
than all of the consideration for the Reference Securities constituting the
Reference Property immediately prior to such consolidation, merger or
acquisition is cash (a "Partial Cash Distribution Event"), the Contracting
Stockholder will pay to the Trustee in U.S. dollars pursuant to the Contract
an amount of cash equal to the product of the number of STRYPES and the
Adjusted Present Value of the cash per Reference Property received by the
Contracting Stockholder as a result of such Cash Dissolution Event or
Partial Cash Distribution Event (the "Cash Reorganization Price"). The
"Adjusted Present Value" of any Cash Reorganization Price means the U.S.
Dollar Equivalent (as defined herein) of the Cash Reorganization Amount with
respect to such Cash Reorganization Price, discounted on a quarterly basis
(assuming a 360-day year of twelve 30-day months) at the Adjusted Treasury
Rate from the Exchange Date to the date on which such Cash Reorganization
Price is received by the Contracting Stockholder. The term "Cash
Reorganization Amount" with respect to any Cash Reorganization Price means an
amount equal to (i) if the Reference Property Value is greater than or equal
to the Threshold Appreciation Price, % of the Cash Reorganization Price,
(ii) if the Reference Property Value is less than the Threshold Appreciation
Price but greater than the Initial Price, the product of the Initial Price
and the percentage of the Reference Property Value that represents the Cash
Reorganization Price, and (iii) if the Reference Property Value is less than
or equal to the Initial Price, the Cash Reorganization Price.

"Adjusted Treasury Rate" means, with respect to any event specified in
clause (A) of the definition of Reorganization Event, the rate per annum
equal to (i) the yield, under the heading which represents the average for
the immediately prior week, appearing in the most recently published
statistical release designated "H.15 (519)" or any successor publication
which is published weekly by the Federal Reserve Board and which establishes
yields on actively traded United States Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Remaining Life (if no maturity is within three
months before or after the maturity corresponding to the Remaining Life,
yields for the two published maturities most closely corresponding to the
Remaining Life will be interpolated, and the Adjusted Treasury Rate will be
interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for the date on
which such event is consummated, in each case calculated on the third
Business Day preceding the date on which such event is consummated.

"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
Remaining Life that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the Remaining Life. If
no United States Treasury security has a maturity which is within a period
from three months before to three months after the event specified in clause
(A) of the definition of Reorganization Event, the two most closely
corresponding United States Treasury securities will be used as the
Comparable Treasury Issue, and the Adjusted Treasury Rate will be
interpolated or extrapolated on a straight-line basis, rounding to the
nearest month, using such securities.

"Quotation Agent" means the Reference Treasury Dealer appointed by the
Administrator. "Reference Treasury Dealer" means a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer").

"Comparable Treasury Price" means, with respect to any event specified
in clause (A) of the definition of Reorganization Event, (i) the average of
five Reference Treasury Dealer Quotations for the date on which such event is
consummated, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Paying Agent obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any prepayment date, the average, as determined
by the Administrator, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Administrator by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third Business Day preceding the date on
which the relevant event specified in clause (A) of the definition of
Reorganization Event is consummated.

Nominee Trust Deed; Acceleration. Pursuant to the Nominee Trust Deed
and the Contract, the Contracting Stockholder must have the legal ownership
of the maximum number or amount of each type of Reference Security and other
property constituting part of the Reference Property deliverable by the
Contracting Stockholder under the Contract. The Contracting Stockholder will
at the direction of AMP pay over to AMP as beneficiary any dividends,
interest, principal or other payments received by the Contracting Stockholder
in respect of any Reference Property and any Cash Reorganization Price not
payable and paid to the Trust on any Partial Cash Distribution Date, unless
(a) a Dissolution Event has occurred, (b) such dividends, interest, principal
or other payments constitute part of the Reference Property or (c) the
payment of such amount to AMP would cause the assets of the Contracting
Stockholder to become insufficient under the Nominee Trust Deed and the
Contract. AMP shall have the right to direct the Contracting Stockholder to
vote any Reference Securities for so long as such securities are owned by the
Contracting Stockholder and beneficially owned by AMP, unless a Dissolution
Event has occurred.

Unless the Contracting Stockholder or AMP is in default in its
obligations under the Nominee Trust Deed and the Contract, AMP will be
permitted to substitute for the Reference Property held by the Contracting
Stockholder assets consisting of short-term, direct obligations of the U.S.
Government. Any U.S. Government obligations held by the Contracting
Stockholder as substitute assets will be required to have an aggregate market
value at the time of substitution and at daily mark-to-market valuations
thereafter of not less than 150% (or, from and after any Insufficiency
Determination that shall not be cured by 4:00 P.M. (New York City time) on
the third Business Day following the day on which notice thereof is given, as
described below, 200%) of the aggregate value of the number or amount of each
type of Reference Security and other property constituting part of the
Reference Property for which such obligations are being substituted at the
time of each valuation.

If the Contracting Stockholder shall make a determination that U.S.
Government obligations held by the Contracting Stockholder pursuant to the
Nominee Trust Deed as substitute assets shall fail to meet the foregoing
requirements at any valuation (an "Insufficiency Determination"), and such
failure shall not be cured by 4:00 P.M. (New York City time) on the third
Business Day following the day on which notice of such determination is
given, then, unless a Collateral Event of Default (as defined below) under
the Nominee Trust Deed and the Contract shall have occurred and be
continuing, the Contracting Stockholder shall, if practicable, commence (i)
sales of the assets of the Contracting Stockholder consisting of U.S.
Government obligations and (ii) purchases, using the proceeds of such sales,
of each type of Reference Security and other property then constituting part
of the Reference Property, in such numbers or amounts sufficient to cause the
assets of the Contracting Stockholder to meet the requirements of the Nominee
Trust Deed and the Contract. The Contracting Stockholder shall discontinue
such sales and purchases if at any time a Collateral Event of Default under
the Nominee Trust Deed and the Contract shall have occurred and be
continuing. A "Collateral Event of Default" under the Nominee Trust Deed and
the Contract shall mean, with respect to the Contracting Stockholder at any
time, (A) if no U.S. Government obligations shall be held as assets in
substitution for Reference Property at such time, failure of the assets held
by the Contracting Stockholder to consist of at least the maximum number or
amount of each type of Reference Security and other property constituting
part of the Reference Property deliverable by such Contracting Stockholder
under the Contract; and (B) if any U.S. Government obligations shall be owned
by the Contracting Stockholder as substitute assets for Reference Property at
such time, failure of such U.S. Government obligations to have a market value
at such time of at least 105% of the difference between (x) the aggregate
value of the maximum number or amount of each type of Reference Security and
other property constituting part of the Reference Property deliverable by the
Contracting Stockholder under the Contract and (y) the aggregate value of the
number or amount of each type of Reference Security and other property
constituting part of the Reference Property assets held by the Contracting
Stockholder at such time.

The occurrence of an Event of Default under the Contract after the
expiration of any notice or grace periods, including a Collateral Event of
Default, or the bankruptcy or insolvency of the Contracting Stockholder or
AMP (each such event, a "Default"), will cause an automatic acceleration of
the Contracting Stockholder's obligations under the Contract. In any such
event, the Contracting Stockholder will hold a number or amount of each type
of Reference Security and other property constituting part of the Reference
Property having an aggregate value equal to the "Aggregate Acceleration
Value" of the Contract for the benefit of the Trustee absolutely. The
Aggregate Acceleration Value will be based on an "Acceleration Value"
determined by the Administrator on the basis of quotations from independent
dealers. Each quotation will be for an amount that would be paid to the
relevant dealer in consideration of an agreement between the Trust and such
dealer that would have the effect of preserving the Trust's rights to receive
the number or amount of each type of Reference Security and other property
constituting part of the Reference Property under a portion of the Contract
that corresponds to 1,000 of the STRYPES offered hereby. The Administrator
will request quotations from four nationally recognized independent dealers
on or as soon as reasonably practicable following the date of acceleration.
If four quotations are provided, the Acceleration Value will be the
arithmetic mean of the two quotations remaining after disregarding the
highest and the lowest quotations. If two or three quotations are provided,
the Acceleration Value will be the arithmetic mean of such quotations. If
one quotation is provided, the Acceleration Value will be equal to such
quotation. The Aggregate Acceleration Value will be computed by dividing the
Acceleration Value by 1,000 and multiplying the quotient thereof by the
aggregate number of STRYPES then outstanding, except that, if no quotations
are provided, the Aggregate Acceleration Value will be the value of the
aggregate number or amount of each type of Reference Security and other
property constituting part of the Reference Property that would be required
to be delivered on such date under the Contract if the Exchange Date were
redefined for all purposes to be the acceleration date. Upon the occurrence
of a Default, the number or amount of each type of Reference Security and
other property constituting part of the Reference Property deliverable for
each STRYPES will be based solely on the Aggregate Acceleration Value
described above for the Contract.

Upon the occurrence of a Dissolution Event, the Custodian shall direct
the Escrow Agent to hold the Escrow Amount for the benefit of the Contracting
Stockholder.

For purposes of the Contract, unless otherwise specifically provided,
the value of a number or amount of any type of Reference Property shall be
the U.S. Dollar Equivalent of (a) for any Reference Property consisting of
cash, the amount of such cash at the time of valuation, (b) for any Reference
Property consisting of property other than cash or Reference Securities, the
fair market value (as determined by a nationally recognized independent
banking firm retained for this purpose by the Contracting Stockholder) as of
the time of valuation of such property, and (c) for any Reference Property
consisting of a Reference Security, an amount equal to the market price of a
unit of such Reference Security at the time of valuation multiplied by the
number of units of such Reference Security then being valued.

National Australia Trustees is a "financial institution" for purposes of
Sections 555 and 101(22) of Title 11 of the United States Code (the
"Bankruptcy Code"). Upon the occurrence of a Dissolution Event, the
Contracting Stockholder will hold the Reference Property on trust absolutely
for the Trust and AMP shall cease to have any interest in the Reference
Property. Thereafter the Contracting Stockholder shall act solely in
accordance with the directions of the Custodian and shall pursuant to the
Contract distribute to the Trust, for distribution pro rata to the holders,
the Aggregate Acceleration Value in the form of Reference Property. See "--
Trust Dissolution."

Fractional Interests. No fractional units of any Reference Security
will be delivered to the Trust if the Contracting Stockholder satisfies its
obligations under the Contract by delivering Reference Property. In lieu of
any fractional unit otherwise deliverable to the Trust in respect of the
Contracting Stockholder's obligations under the Contract, the Trust shall be
entitled to receive an amount in cash equal to the value of such fractional
unit based on the average Closing Price per unit of such Reference Security
on the 20 Trading Days immediately prior to, but not including, the second
Trading Day preceding the Exchange Date.

To the extent practicable, the Contracting Stockholder will deliver to
the Trust fractional interests of any Reference Property other than cash or a
Reference Security if the Contracting Stockholder satisfies its obligations
under the Contract by delivering Reference Property. If such delivery is not
practicable, in lieu of delivering any such fractional interest otherwise
deliverable in respect of the Contracting Stockholder's obligations under the
Contract, the Trust shall be entitled to receive an amount in cash equal to
the value of such fractional interest based on the fair market value (as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Administrator) as of 10:00 A.M. (New York
City time) on the third Business Day preceding the Exchange Date of such
Reference Property other than cash or a Reference Security.

Description of Contracting Stockholder. The Contracting Stockholder is
the trustee of a trust established under the laws of Australia pursuant to a
Nominee Trust Deed, dated 1997, between National Australia Trustees as
trustee (the "Contracting Stockholder") and AMP as initial beneficiary (as
amended and supplemented by the Contract, the "Nominee Trust Deed").
References herein to the Contracting Stockholder are to the Contracting
Stockholder, as trustee of the trust established by the Nominee Trust Deed.
On or prior to the Closing Date, the Contracting Stockholder will acquire
from AMP the Bank Ordinary Shares it is required to own on such date in
accordance with the Contract. Thereafter until the occurrence of a
Dissolution Event, the ownership of the beneficial interest in the assets of
the Contracting Stockholder shall be vested in AMP. Upon the occurrence of a
Dissolution Event, the Contracting Stockholder will act only in accordance
with the instructions of the Custodian until the assets held by the
Contracting Stockholder have been distributed to the Trust to the extent
required by and in accordance with the Contract, with any remaining assets
thereafter continuing to be held for the benefit of AMP until distributed to
AMP at AMP's direction. Upon the occurrence of a Partial Cash Distribution
Event, the Contracting Stockholder shall act only in accordance with the
instructions of the Custodian until the portion of the Cash Reorganization
Price required to be distributed to the Trust pursuant to the Contract shall
have been so distributed, with the beneficial interest in any remaining Cash
Reorganization Price thereafter being held for AMP until distributed to AMP
at AMP's direction. AMP currently owns Bank Ordinary Shares or
% of the Bank Ordinary Shares currently outstanding.

Purchase Price. The purchase price under the Contract is equal to $
in the aggregate, with $ payable to the Contracting Stockholder by
the Trust on or about , 1997 and $ paid to the Escrow
Agent to be held for the purposes of the Contract under the Escrow Agreement.
No other consideration is payable by the Trust to the Contracting Stockholder
or AMP in connection with its acquisition of the Contract or the performance
of the Contract by the Contracting Stockholder and AMP.

The Contract will be valued by the Trust at fair value as determined in
good faith at the direction of the Trustees (if necessary, through
consultation with accountants, bankers and other specialists). See "Net
Asset Value."

THE U.S. TREASURY SECURITIES

The Trust will purchase and hold a series of zero-coupon U.S. Treasury
Securities with face amounts and maturities corresponding to the amounts and
payment dates of the distributions payable with respect to the STRYPES. Up
to % of the Trust's total assets may be invested in these U.S. Treasury
Securities. In the event that the Contract is accelerated as described under
"--Cash Distribution Events" or "--Nominee Trust Deed; Acceleration," the
Administrator will liquidate any such U.S. Treasury Securities then held in
the Trust and distribute the proceeds therefrom pro rata to the holders,
together with amounts distributed upon acceleration.

ESCROW AGENT

The Trust's escrow agent is ___________ pursuant to the Escrow
Agreement. Pursuant to the Escrow Agreement, the Escrow Agent may invest the
Escrow Amount in a demand account with certain New York-based banks as set
forth in the Escrow Agreement, with any earnings on the Escrow Amount to be
distributed to AMP on a quarterly basis. In the event of any termination of
the Escrow Agreement by the Trust or the resignation of the Escrow Agent, the
Trust must engage a new Escrow Agent to carry out the duties of the Escrow
Agent as set forth in the Escrow Agreement.

TEMPORARY INVESTMENTS

To the extent necessary to enable the Paying Agent to make the next
succeeding quarterly distribution, any moneys deposited with or received by
the Trust will be invested by the Paying Agent in short-term obligations of
the U.S. Government maturing no later than the Business Day preceding the
next following distribution date.

TRUST DISSOLUTION

The Trust will dissolve on or shortly after the Exchange Date, except if
dissolved earlier under certain limited circumstances. Although the Trust
has adopted a fundamental policy that it will not dispose of the Contract or
the Escrow Agreement prior to the Exchange Date, under certain circumstances
the Contract and the Escrow Agreement may terminate prior to the Exchange
Date. The Trust will be dissolved prior to the Exchange Date upon the
occurrence of (i) a Default with respect to the Contracting Stockholder or
AMP, (ii) the liquidation, dissolution, winding up or bankruptcy of an issuer
of a Reference Security, including the Bank as such, other than in connection
with a consolidation, merger or acquisition of such issuer with, into or by
another entity, or (iii) any consolidation, merger or acquisition of an
issuer of a Reference Security with, into or by another entity in connection
with which all the Reference Securities constituting the Reference Property
immediately prior to the consolidation, merger or acquisition are exchanged
for consideration consisting solely of cash and no other property (each, a
"Dissolution Event"). Upon the occurrence of a Dissolution Event, the
Trust's assets (other than assets received pursuant to the Contract) will be
liquidated, the Escrow Amount will be paid to the Contracting Stockholder,
the net assets of the Trust will be distributed pro rata to the holders as
soon as practical thereafter and the term of the Trust will expire. See "--
The Contract--Cash Distribution Events" and "--Nominee Trust Deed;
Acceleration."

Written notice of any dissolution shall be sent to holders specifying
the record date for the distribution to holders, the amount distributable
(including, if applicable, the number or amount of each type of Reference
Security and other property constituting part of the Reference Property) with
respect to each STRYPES and the time of dissolution as determined by the
Trustees. Any such notice will be provided by mail, sent to each holder at
such holder's address as it appears on the register for the STRYPES, first
class, postage prepaid not less than nine days prior to the date on which
such distribution is to be made. At or prior to the mailing of such notice,
the Administrator shall publish a public announcement in The Wall Street
Journal or another daily newspaper of national circulation in the United
States.

FRACTIONAL UNITS AND INTERESTS

No fractional units of any Reference Security or amount of each type of
Reference Security and other property constituting part of the Reference
Property, or fractional interests of any Reference Property other than cash
or a Reference Security, will be distributed by the Trust to holders of
STRYPES on the Exchange Date or upon earlier dissolution of the Trust. All
fractional units or interests to which holders of STRYPES would otherwise be
entitled on the Exchange Date or upon earlier dissolution of the Trust will
be aggregated and liquidated by the Administrator and, in lieu of the
fractional units or interests to which a holder would otherwise have been
entitled in respect of the total number of STRYPES held by such holder, such
holder will receive its pro rata portion of the proceeds from such
liquidation (net of any brokerage or related expenses).

INVESTMENT RESTRICTIONS

The Trust has adopted a fundamental policy that the Trust may not
purchase any securities or instruments other than the U.S. Treasury
Securities, the Contract, the Escrow Agreement and any Reference Security
received pursuant to the Contract and, for cash management purposes,
short-term obligations of the U.S. Government; issue any securities or
instruments except for the STRYPES; make short sales or purchase securities
on margin; write put or call options; borrow money; underwrite securities;
purchase or sell real estate, commodities or commodities contracts; or make
loans. The Trust has adopted a fundamental policy that the Contract may not
be disposed of during the term of the Trust and that, unless the Trust
dissolves prior to the Exchange Date due to the occurrence of a Dissolution
Event, the U.S. Treasury Securities may not be disposed of prior to their
respective maturities.

Because of the foregoing limitations, the Trust's investments will be
concentrated initially in the banking and financial services industry, which
is the principal industry in which the Bank currently operates. However, to
the extent that in the future the Bank diversifies its operations into one or
more other industries or is acquired by an entity that operates in one or
more other industries, the Trust's investments will be less concentrated in
the banking and financial services industry.

RISK FACTORS

NO ACTIVE PORTFOLIO MANAGEMENT

It is a fundamental policy of the Trust that the Contract may not be
disposed of during the term of the Trust and that, unless the Trust dissolves
prior to the Exchange Date upon the occurrence of a Dissolution Event, the
U.S. Treasury Securities may not be disposed of prior to their respective
maturities and the Escrow Agreement may not be disposed of prior to the
second Business Day prior to the Exchange Date. As a result, the Trust will
continue to hold the Contract despite any significant decline in the value of
the Reference Property, including the Bank Ordinary Shares, or adverse
changes in the financial condition of the issuer of the Reference Security,
including the Bank. The Trust will not be managed like a typical closed-end
investment company.

ABSENCE OF TRADING HISTORY; MARKETABILITY; POSSIBILITY OF THE STRYPES TRADING
AT A DISCOUNT FROM NET ASSET VALUE

The STRYPES have no trading history and it is not possible to predict
how they will trade in the secondary market. The trading price of the
STRYPES may vary considerably prior to the Exchange Date due to, among other
things, fluctuations in trading prices of the Bank Ordinary Shares, Bank ADSs
or other Reference Securities (which may occur due to changes in the
financial condition, results of operations or prospects of the Bank or other
issuer of Reference Securities, or because of complex and interrelated
political, economic, financial and other factors that can affect the capital
markets generally, the stock exchanges or quotation systems on which the Bank
Ordinary Shares, Bank ADSs or other Reference Securities is traded and the
market segment of which the Bank or other issuer of Reference Securities is a
part), fluctuations in interest rates and rates of exchange between the
Australian dollar and the U.S. dollar, and other factors that are difficult
to predict and beyond the Trust's control.

The Underwriter currently intends, but is not obligated, to make a
market in the STRYPES. There can be no assurance that a secondary market
will develop or, if a secondary market does develop, that it will provide the
holders of the STRYPES with liquidity of investment or that it will continue
for the life of the STRYPES. Application has been made to list the STRYPES
on the NYSE. There can be no assurance that such application will be
accepted or that, if accepted, the STRYPES will not later be delisted or that
trading in the STRYPES on the NYSE will not be suspended. In the event of a
delisting or suspension of trading on such exchange, the Trust will apply for
listing of the STRYPES on another national securities exchange or for
quotation on another trading market. If the STRYPES are not listed or traded
on any securities exchange or trading market, or if trading of the STRYPES is
suspended, pricing information for the STRYPES may be more difficult to
obtain, and the price and liquidity of the STRYPES may be adversely affected.

The Trust is a recently organized closed-end investment company with no
previous operating history. Shares of closed-end investment companies
frequently trade at a discount from their net asset value, which is a risk
separate and distinct from the risk that the Trust's net asset value will
decrease. The Trust cannot predict whether the STRYPES will trade at, below
or above their net asset value. The risk of purchasing investments that
might trade at a discount is more pronounced for investors who wish to sell
their investments in a relatively short period of time after completion of
the Trust's initial public offering because for those investors realization
of a gain or loss on their investments is likely to be more dependent upon
the existence of a premium or discount than upon portfolio performance.
STRYPES are not subject to redemption.

REFERENCE PROPERTY ADJUSTMENTS

The Reference Property (or, in the event AMP elects to exercise the Cash
Settlement Option, the amount of cash or combination of cash and Reference
Property) that the Trust is entitled to receive pursuant to the Contract on
the Business Day immediately preceding the Exchange Date or upon acceleration
of the Contract is subject to adjustment for certain events arising from,
among other things, a merger, consolidation or acquisition in which the Bank
is not the surviving entity and the liquidation, dissolution, winding up or
bankruptcy of the Bank or other issuer of a Reference Security, as well as
stock splits and combinations, stock dividends and certain other actions of
the Bank that modify its capital structure. See "Investment Objective and
Policies--The Contract--Reference Property Adjustments." Such number or
amount of each type of Reference Property (or amount of cash or combination
of cash and Reference Property) to be received by the Trust will not be
adjusted for other events, such as offerings of Bank Ordinary Shares for cash
(other than certain rights and warrants offerings) or in connection with
acquisitions.

The Bank is not restricted in connection with the STRYPES from issuing
additional Bank Ordinary Shares during the term of the Trust. In addition,
no stockholder of the Bank, including AMP Contracting Stockholder, is
precluded from selling Bank Ordinary Shares or from participating in or
voting for a reorganization, merger or acquisition of the Bank. The
Contracting Stockholder is precluded from selling Bank Ordinary Shares except
for tendering the Bank Ordinary Shares or other Reference Securities it holds
in connection with any consolidation, merger or acquisition of the Bank or
successor issuer of Reference Securities as a whole or in connection with
permitted substitution of collateral or delivering to the Trust on the
Business Day immediately preceding the Exchange Date. Neither the Bank nor
any stockholder of the Bank, including the Contracting Stockholder and AMP,
has any obligation to consider the interests of the holders of the STRYPES
for any reason. Additional issuances, sales, reorganizations, mergers and
acquisitions may materially and adversely affect the price of Bank Ordinary
Shares, Bank ADSs or other Reference Securities and, because of the
relationship of the number of Bank Ordinary Shares (or amount of cash) to be
received pursuant to the Contract to the price of the Bank Ordinary Shares,
such other events may materially and adversely affect the trading price of
the STRYPES. There can be no assurance that the Bank will not take any of
the foregoing actions, or that it will not make offerings of, or that
principal stockholders, including the Contracting Stockholder and AMP, will
not sell any Bank Ordinary Shares, in the future, or as to the amount of any
such offerings or sales.

LIMITED TERM

The term of the Trust will expire on or shortly after the Exchange Date,
unless the Trust is dissolved earlier upon the occurrence of a Dissolution
Event. On or shortly after the Exchange Date, the Trust will distribute the
Reference Property and/or cash received by the Trust pursuant to the Contract
and other net assets held by the Trust pro rata to holders and dissolve
shortly thereafter. Upon the occurrence of a Dissolution Event, the Trust's
assets (other than assets received pursuant to the Contract) will be
liquidated, the Escrow Amount will be paid to the Contracting Stockholder,
the net assets of the Trust will be distributed pro rata to holders as soon
as practicable thereafter and the term of the Trust will expire.

NON-DIVERSIFIED PORTFOLIO

The Trust's assets will consist almost entirely of the Contract, the
U.S. Treasury Securities and the Escrow Agreement. As a result, investments
in the Trust may be subject to greater risk than would be the case for a
company with a more diversified portfolio of investments.

COMPARISON TO OTHER EQUITY SECURITIES; RELATIONSHIP TO BANK ORDINARY SHARES

The terms of the STRYPES are similar to those of ordinary equity
securities in that the value of the Reference Property (or, in the event AMP
exercises the Cash Settlement Option, the amount of cash or combination of
cash and Reference Property) that a holder of a STRYPES will receive on the
Exchange Date is not fixed, but is based on the Reference Property Value (see
"Investment Objective and Policies--General" and "--The Contract").
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE AMOUNT RECEIVABLE BY THE
HOLDER OF A STRYPES ON THE EXCHANGE DATE OR AS A RESULT OF ANY DISSOLUTION
EVENT PLUS ANY CASH DISTRIBUTION TO THE HOLDER ON ANY PARTIAL CASH
DISTRIBUTION DATE WILL BE EQUAL TO OR GREATER THAN THE ISSUE PRICE OF THE
STRYPES. IF THE REFERENCE PROPERTY VALUE IS LESS THAN THE INITIAL PRICE ON
THE EXCHANGE DATE OR THE PRESENT VALUE OF THE REFERENCE PROPERTY VALUE ON ANY
CASH DISSOLUTION DATE OR PARTIAL CASH DISTRIBUTION DATE IS LESS THAN THE
INITIAL PRICE, THE SUM OF THE AMOUNTS DISTRIBUTED TO THE HOLDER OF A STRYPES
MAY BE LESS THAN THE ISSUE PRICE PAID FOR THE STRYPES, IN WHICH CASE AN
INVESTMENT IN THE STRYPES WILL RESULT IN A LOSS. SEE "INVESTMENT OBJECTIVES
AND POLICIES--GENERAL" AND "--THE CONTRACT."

The trading prices of the STRYPES in the secondary market will be
affected by the trading prices of the Bank Ordinary Shares, Bank ADSs or
other Reference Securities in the secondary market. It is impossible to
predict whether the price of the Bank Ordinary Shares or other Reference
Property will rise or fall. Trading prices of Bank Ordinary Shares will be
influenced by the Bank's operating results and prospects and by economic,
financial and other factors and market conditions that can affect the capital
markets generally, including the level of, and fluctuations in, the trading
prices of stocks generally and sales of substantial amounts of Bank Ordinary
Shares in the market subsequent to the offering of the STRYPES or the
perception that such sales could occur.

LIMITATIONS ON OPPORTUNITY FOR EQUITY APPRECIATION; POTENTIAL LOSSES

The opportunity for equity appreciation afforded by an investment in the
STRYPES is less than the opportunity for equity appreciation afforded by a
direct investment in the Bank Ordinary Shares or Bank ADSs because the amount
receivable by a holder of a STRYPES on the Exchange Date, assuming no Partial
Cash Distribution Event occurs, will exceed the issue price of such STRYPES
only if the Reference Property Value exceeds the Threshold Appreciation Price
(which represents an appreciation of % over the Initial Price). Moreover,
assuming no Partial Cash Distribution Event occurs, each STRYPES will entitle
the holder to receive on the Exchange Date only % (the percentage equal
to the Initial Price divided by the Threshold Appreciation Price) of any
appreciation of the value of the Reference Property Value above the Threshold
Appreciation Price. See "Investment Objective and Policies--The Contract."
Because the price of the Reference Property Value is subject to market
fluctuations, the value of the Reference Property Value (or, in the event AMP
exercises the Cash Settlement Option, the amount of cash or combination or
cash and Reference Property) received by the Trust on the Business Day
immediately preceding the Exchange Date, determined as described herein, may
be more or less than the issue price paid for the STRYPES.

NO STOCKHOLDER RIGHTS

Holders of the STRYPES will not be entitled to any rights with respect
to the Reference Property (including, without limitation, voting rights and
rights to receive any dividends or other distributions in respect thereof)
until such time, if any, as the Trust shall have delivered the Reference
Property, in exchange for STRYPES on the Exchange Date or upon earlier
dissolution of the Trust, and unless the applicable record date, if any, for
the exercise of such right occurs after such delivery. For example, in the
event that an amendment is proposed to the constituent documents of the Bank
and the record date for determining the stockholders of record entitled to
vote on such amendment occurs prior to such delivery, holders of the STRYPES
will not be entitled to vote on such amendment and AMP as beneficial owner of
the Reference Property will be entitled to direct the Contracting Stockholder
to exercise all voting rights with respect to such amendment, without regard
to the interests of the holders of the STRYPES.

The Contracting Stockholder is not responsible for the determination or
calculation of the amount receivable by holders of the STRYPES on the
Exchange Date or upon earlier dissolution of the Trust. The Contract among
the Trust, the Contracting Stockholder and AMP is a commercial transaction
and does not create any rights in, or for the benefit of, any third party,
including any holder of STRYPES.

RISK RELATING TO WINDING UP OF AMP AND CONTRACTING STOCKHOLDER

For most Australian corporations, the Corporations Law sets out the
consequences of a corporation becoming insolvent as well as the liquidation
process and the powers of a liquidator to interfere with pre-liquidation
transactions. For example Part 5.7B of the Corporations Law deals with
certain transactions which a liquidator may seek to challenge. The
Corporations Law applies to Contracting Stockholder.

However, AMP exists under special New South Wales legislation, and if
AMP was to be wound up in New South Wales, the winding up provisions of the
Companies (New South Wales) Code would apply (it is possible that if AMP was
wound up by a Court in another Australian State, Part 5.7B of the
Corporations Law would also apply). Moreover, because AMP is a Life
Insurance Company, if it became insolvent, a Judicial Manager could be
appointed under the Life Insurance Act. A Judicial Manager would have
similar powers to those of a liquidator discussed below.

The following provisions would be relevant in the event of a winding up
or insolvency of AMP or Contracting Stockholder.

Disclaimer

Section 454 of the Companies (New South Wales) Code and Division 7A of
Part 5.6 of the Corporations Law deal with circumstances in which contracts
can be disclaimed. Any action to disclaim the outstanding obligations of AMP
or Contracting Stockholder under the Contract would at least delay
settlement. AMP believes that the Contract could not be disclaimed so as to
prevent the delivery of shares of Reference Property or cash under the
Contract. However, if the Contract was validly disclaimed, this would
adversely affect the value of the STRYPES on the Exchange date or upon
earlier dissolution of the Trust.

Undue Preference and Unfair Preference

Under Section 451 of the Companies (New South Wales) Code (incorporating
section 122 of the Bankruptcy Act) and Part 5.7B of the Corporations Law,
transactions occurring at a time when a company is insolvent and which have
the effect of improving the position of an unsecured creditor over other
unsecured creditors, can be challenged by a liquidator. AMP believes that it
and the Contracting Stockholder will not be insolvent at the time of the
Contract and that the subsequent completion of the Contract will not have the
effect of improving the position of an unsecured creditor over other
unsecured creditors. However, if delivery of the Reference Property or cash
under the Contract was found to be a preference, this would adversely affect
the value of the STRYPES on the Exchange Date or upon earlier dissolution of
the Trust.

Undervalued transactions and Uncommercial Transactions

Under Section 451 of the Companies (New South Wales) Code (incorporating
section 120 of the Bankruptcy Act), transfers of property for no
consideration, or for less than market value, and, under Part 5.7B of the
Corporations Law, transactions which it may be expected that a reasonable
person in the company's position would not have entered into, can be
challenged by a liquidator. AMP believes that the Contract will constitute
an enforceable obligation under these provisions and would not be set aside
in the event of the insolvency of AMP or Contracting Stockholder. However,
if delivery of the Reference Property or cash under the Contract was found,
for example, to involve a transfer for inadequate consideration, this would
adversely affect the value of the STRYPES on the Exchange Date or upon
earlier dissolution of the Trust.

Creditor Compromise under Part 5.3A of the Corporations Law

Under Part 5.3A of the Corporations Law, a company that is or is likely
to become insolvent may seek protection by appointing an Administrator. A
moratorium then operates while the Administrator investigates the company in
order to report to creditors. Creditors must then decide the company's
future, including whether to reconstruct the company's affairs under a "Deed
of Company Arrangement". If Contracting Stockholder became insolvent and its
creditors approved a deed incorporating provisions to compromise the
Contracting Stockholder's outstanding obligations, this could have an adverse
impact on Contracting Stockholder's obligation to deliver shares of Reference
Property or cash under the Contract.

RISKS RELATING TO CREDITOR COMPROMISE UNDER PART 5.3A OF THE CORPORATIONS LAW

Under Part 5.3A of the Corporations Law, a company that is or is likely
to become insolvent may seek protection by appointing an administrator (the
"Court Administrator"). A moratorium then operates while the Court
Administrator investigates the company in order to report to creditors.
Creditors must then decide the company's future, including whether to
reconstruct the company's affairs under a "Deed of Company Arrangement". If
creditors approve a deed incorporating provisions to compromise the
Contracting Stockholder's outstanding obligations, this could have an adverse
impact on Contracting Stockholder's obligation to deliver shares of Reference
Property or cash under the Contract.

BANKS (SHAREHOLDINGS) ACT 1972 AND THE BANK'S DEED OF SETTLEMENT

The Banks (Shareholdings) Act of 1972 (Cth) of Australia (the "BSA")
prohibits a person having an interest in any voting shares of the Bank if the
nominal amount of the shares in which they have an interest exceeds 10% of
the aggregate nominal amounts of all the voting shares (including Bank
Ordinary Shares) of the Bank. Where a person is deemed to be an associate of
another person the (first) person is deemed to have an interest in the shares
in which their associate has an interest. The terms "interest in shares" and
"associate" as defined in BSA may include the acquisition of a STRYPES.

The terms "interest in shares" and "associate" are defined in the BSA
and may be relevant to a STRYPES holder. In particular, the concepts may be
relevant as to whether or not the acquisition of STRYPES are permitted under
the BSA and whether or not the acquisition of STRYPES or other interests in
Bank Ordinary Shares by a STRYPES holder is permitted under the BSA.
Reference should therefore be made to the BSA in order to determine whether
or not a proposed STRYPES holder, whether alone or with an "associate" would
upon acquisition of a STRYPES or the subsequent acquisition of other
interests in Bank Ordinary Shares, acquire an interest in Bank Ordinary
Shares that is not permitted under BSA.

Substantial fines may be imposed under the BSA on a person who fails to
comply with the restrictions imposed under the BSA. In addition, a person
may as a result of a failure to comply with those restrictions be the subject
of various orders under the BSA, including an order to dispose of the
interests it has in Bank Ordinary Shares (including by virtue of holding
STRYPES).

The acquisition and exchange of STRYPES may also have implications for
holders of STRYPES under the BSA. This section is a general summary of the
requirements of BSA as they may affect an application for, or exchange of,
STRYPES. The summary does not purport to be exhaustive nor to give legal
advice and should not be relied on by potential investors, who should seek
their own legal advice in relation to all aspects of the proposed investment
including but not limited to those referred to below.

Under the Deed of Settlement (being the Bank's constituent document), a
person must not at any time own a number of Bank Ordinary Shares that is
greater than the percentage of total Bank Ordinary Shares, which is that
person's prescribed percentage. Unless a person has board approval from the
Bank, the prescribed percentage is 10%. A person is deemed to own a Bank
Ordinary Share if the person has the power to vote or control the power to
vote, or the power to dispose or to control the power to dispose of a Bank
Ordinary Share, or if the person has an interest in a Bank Ordinary Share for
the purposes of BSA. An interest under BSA includes a right to acquire a
Bank Ordinary Share, which may include the right that is granted under the
STRYPES. In addition, the Deed of Settlement imports the restrictions found
in the BSA which are described above. As a result, a breach of the BSA may
entitle the Board of Directors of the Bank to order a disposal of interests a
STRYPES holder holds in Bank Ordinary Shares (including by virtue of holding
STRYPES). Accordingly, a holder of STRYPES may, for the purposes of the
Deed of Settlement, be the owner of the number of Bank Ordinary Shares which
the holder of STRYPES could acquire on exchange of the STRYPES. This
paragraph is a summary of the requirements of the Deed of Settlement as they
may affect an application for, or exchange of, STRYPES. The summary does not
purport to be exhaustive nor to give legal advice and should not be relied on
by potential investors, who should seek their own legal advice in relation to
all aspects of the proposed investment including but not limited to those
referred to in this paragraph.

FOREIGN ACQUISITIONS AND TAKEOVERS ACT OF 1975

The acquisition and exchange of STRYPES may also have implications for
holders under the Foreign Acquisitions and Takeovers Act of 1975 (Cth) of
Australia ("FATA"). The following paragraph is a general summary of the
requirements of FATA as they may affect a purchase of or exchange of STRYPES.
The summary does not purport to be exhaustive nor to give legal advice and
should not be relied on by potential investors, who should seek their own
legal advice in relation to all aspects of the proposed investment, including
but not limited to those referred to below.

FATA empowers the Treasurer of the Commonwealth of Australia to prohibit
a proposed acquisition of shares in an Australian corporation where the
result of the acquisition will be that a foreign person, together with its
associates, would have an interest of not less than 15% of the issued shares
in the corporation, or two or more foreign persons (together with their
associates) would in the aggregate have an interest of not less than 40% of
the issued shares in the corporation. Where such an acquisition has already
occurred, the Treasurer has the power to order a person who acquired the
shares to dispose of them. The concepts of "acquisition", "interest",
"associate" and "foreign person" are very widely defined in FATA. In
addition, FATA requires certain persons who propose to make such acquisitions
first to notify the Treasurer of their intention to do so. The acquisition
of STRYPES might constitute an acquisition or proposed acquisition of the
Bank Ordinary Shares for the purpose of FATA and the exchange of STRYPES will
clearly do so unless the Trust cash settles any STRYPES. FATA would require
any existing interest in the Bank Ordinary Shares held by a potential
investor or his associates to be aggregated with any interest to be acquired
by virtue of acquisition or exchange of STRYPES for the purposes of
determining whether FATA is complied with.

ASSOCIATIONS ARISING AS A RESULT OF STRYPES TRADING AND CHAPTER 6 CORPORATION
LAW IMPLICATIONS

The acquisition of STRYPES may have implications for holders of STRYPES
under Chapter 6 of the Corporations Law. The precise implications depend
upon the holder's particular circumstances.

The following explanation is provided to assist holders of STRYPES in
identifying the practical obligations that may arise from holding and from
exchanging STRYPES. The obligations of holders will, however, be affected by
circumstances peculiar to individual holders, and holders should obtain their
own advice on the obligations they may have under the Corporations Law.

Disclosure obligations (including obligations on substantial
shareholders) and limitations on acquisitions, under Chapter 6 of the
Corporations Law, may (depending on the holder's other entitlements to Bank
Ordinary Shares under the Corporations Law) affect holders in respect of
acquisitions, continuing holdings, exchanges and dispositions of STRYPES.
These obligations and limitations depend on the 'entitlement' of a holder of
STRYPES to Bank Ordinary Shares. A holder is 'entitled' under section 609 of
the Corporations Law to securities in which the holder has a relevant
interest, securities in which associates of the holder have a relevant
interest, and certain types of transactional entitlements.

The Trust has been advised that by virtue of the Contract it will be
entitled to the Bank Ordinary Shares and therefore will have a "relevant
interest" in the number of Bank Ordinary Shares which are the subject of the
Contract. Consequently, under section 34 of the Corporations Law, a holder
of STRYPES will have a "relevant interest" in the number of Bank Ordinary
Shares that would be acquired upon exchange of STRYPES. A holder of STRYPES
may also have a relevant interest in Bank Ordinary Shares as a result of
holding Bank Ordinary Shares directly.

An "associate" of a holder of STRYPES is a person with whom the holder
is connected in ways specified in sections 10-17 of the Corporations Law.
These include the parent company or subsidiary company of the holder and
persons with whom the holder is acting in concert in relation to securities
of or the affairs of the Bank.

Under Part 6.7 of the Corporations Law, a person who is entitled to 5%
or more of all Bank Ordinary Shares must give written notice to the Bank and
to the ASX.

Under Part 6.2 of the Corporations Law, a person is prohibited from
acquiring Bank Ordinary Shares (or STRYPES) if the acquisition would take the
holder's or any other person's entitlement to Shares past 20% of all Shares
or increase the acquirer's or any other person's entitlement to Shares to
between 20% and 90% of all Shares, unless such person complies with certain
specified procedures such as obtaining the consent of shareholders of the
Bank or making a takeover bid for all the outstanding Bank Ordinary Shares.

TAX MATTERS

Holders will experience a taxable event upon the exchange of STRYPES to
the extent that the Contracting Stockholder satisfies its obligations under
the Contract with cash. Because of an absence of authority as to the proper
character of any gain or loss resulting from such a taxable event, the
ultimate tax consequences to holders as a result of the Contracting
Stockholder satisfying its obligations under the Contract, in whole or in
part, with cash is uncertain. Accordingly, prospective investors in the
STRYPES should consult their own tax advisors in this regard. Investors
should also consult their own tax advisors concerning the proper treatment of
their pro rata share of the Trust's fees and expenses and the application of
the United States Federal income tax laws to their particular situations as
well as any consequences of the purchase, ownership and disposition of the
STRYPES arising under the laws of any other taxing jurisdiction. The tax
consequences of investing in the STRYPES are described in greater detail
under "Certain Tax Considerations."

DESCRIPTION OF THE STRYPES

Each STRYPES represents a proportionate share of beneficial interest in
the Trust, and a total of 25,000,000 STRYPES will be issued in the Offering,
assuming no exercise of the Underwriter's over-allotment option. Upon
liquidation of the Trust, holders are entitled to share pro rata in the net
assets of the Trust available for distribution. STRYPES have no preemptive,
redemption or conversion rights. The STRYPES, when issued and outstanding,
will be fully paid and nonassessable.

Holders are entitled to one vote for each STRYPES held on all matters to
be voted on by holders and are not able to cumulate their votes in the
election of Trustees. The Trust intends to hold annual meetings as required
by the rules of the NYSE. The holders have the right, upon the declaration
in writing or vote of more than two-thirds of the outstanding STRYPES, to
remove a Trustee. The Trustees will call a meeting of holders to vote on the
removal of a Trustee upon the written request of the record holders of 10% of
the STRYPES or to vote on other matters upon the written request of the
record holders of 51% of the STRYPES (unless substantially the same matter
was voted on during the preceding 12 months).

BOOK-ENTRY SYSTEM

The STRYPES will be issued in the form of one or more global securities
(the "Global Securities") deposited with the Depository and registered in the
name of a nominee of the Depository.

The Depository has advised the Trust and the Underwriter as follows:
The Depository is a limited-purpose trust company organized under the laws of
the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Exchange Act.
The Depository was created to hold securities of persons who have accounts
with the Depository ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
certificates. Such participants include securities brokers and dealers,
banks, trust companies and clearing corporations. Indirect access to the
Depository's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.

Upon the issuance of a Global Security, the Depository or its nominee
will credit the respective STRYPES represented by such Global Security to the
accounts of participants. The accounts to be credited shall be designated by
the Underwriter. Ownership of beneficial interests in such Global Securities
will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests by participants in such
Global Securities will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depository
or its nominee for such Global Securities. Ownership of beneficial interests
in such Global Securities by persons that hold through participants will be
shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The
laws of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and
such laws may impair the ability to transfer beneficial interests in a Global
Security.

So long as the Depository for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the STRYPES.
Except as set forth below, owners of beneficial interests in such Global
Securities will not be entitled to have the STRYPES registered in their names
and will not receive or be entitled to receive physical delivery of the
STRYPES in definitive form and will not be considered the owners or holders
thereof.

Payment of Reference Property or amounts payable or other consideration
deliverable on exchange of, and any quarterly distributions on, STRYPES
registered in the name of or held by the Depository or its nominee will be
made to the Depository or its nominee, as the case may be, as the registered
owner or the holder of the Global Security. None of the Trust, any Trustee,
the Administrator, the Paying Agent or the Custodian for the STRYPES will
have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, beneficial ownership interests in a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

The Trust expects that the Depository, upon receipt of any payment in
respect of a Global Security, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in such Global Security as shown on the records of the Depository.
The Trust also expects that payments by participants to owners of beneficial
interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street
name," and will be the responsibility of such participants.

A Global Security may not be transferred except as a whole by the
Depository to a nominee or a successor of the Depository. If the Depository
is at any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Trust within ninety days, the Trust will
issue STRYPES in definitive registered form in exchange for the Global
Security representing such STRYPES. In addition, the Trust may at any time
and in its sole discretion determine not to have any STRYPES represented by
one or more Global Securities and, in such event, will issue STRYPES in
definitive registered form in exchange for all of the Global Securities
representing the STRYPES. Further, if the Trust so specifies with respect to
the STRYPES, an owner of a beneficial interest in a Global Security
representing STRYPES may, on terms acceptable to the Trust and the Depository
for such Global Security, receive STRYPES in definitive form. In any such
instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of STRYPES represented by
such Global Security equal in number to that represented by such beneficial
interest and to have such STRYPES registered in its name.

TRUSTEES

The Trustees of the Trust consist of three individuals, none of whom is
an "interested person" of the Trust as defined in the Investment Company Act.
The Trustees of the Trust are responsible for the overall supervision of the
operations of the Trust and perform the various duties imposed on the
trustees of management investment companies by the Investment Company Act.

The Trustees of the Trust are:

<TABLE>
<CAPTION>
Principal Occupation
Name, Age and Address Title During Past Five Years
<S> <C> <C>

Donald J. Puglisi, 52 Managing Trustee Professor of Finance
Department of Finance University of Delaware
University of Delaware
Newark, DE 19716
William R. Latham III, 53 Trustee Professor of Economics
Department of Economics University of Delaware
University of Delaware
Newark, DE 19716
James B. O'Neill, 58 Trustee Professor of Economics
Center for Economic University of Delaware
Education & Entrepreneurship
University of Delaware
Newark, DE 19716

</TABLE>

COMPENSATION OF TRUSTEES

Each unaffiliated Trustee will be paid by the Trust, in respect of its
annual fees and anticipated out-of-pocket expenses, out of the proceeds of
the Offering, a one-time, up-front fee of $10,800. The Trust's Managing
Trustee will also receive an additional up-front fee of $3,600 for serving in
that capacity. The Trustees will not receive, either directly or indirectly,
any compensation, including any pension or retirement benefits, from the
Trust. None of the Trustees receives any compensation for serving as a
trustee or director of any other affiliated investment company.

MANAGEMENT ARRANGEMENTS

PORTFOLIO MANAGEMENT AND ADMINISTRATION

The Trust will be internally managed and will not have an investment
adviser. The Trust's portfolio will not be actively managed. The Trustees
of the Trust will authorize the purchase of the Contract and the U.S.
Treasury Securities as directed by the Declaration of Trust. It is a
fundamental policy of the Trust that the Contract may not be disposed of
during the term of the Trust and that, unless the Trust dissolves prior to
the Exchange Date due to the occurrence of a Dissolution Event, the U.S.
Treasury Securities may not be disposed of prior to their respective
maturities.

The Trust will pay all expenses incurred in the operation of the Trust,
including, among other things, accounting services, expenses for legal and
auditing services, taxes, costs of printing proxies, listing fees, if any,
stock certificates and shareholder reports, charges of the Custodian (as
defined below) and the Paying Agent (as defined below), expenses of
registering the STRYPES under Federal and state securities laws, Commission
fees, fees and expenses of Trustees, accounting costs, brokerage costs,
litigation and other extraordinary or non-recurring expenses, mailing and
other expenses properly payable by the Trust. See "--Estimated Expenses."

ADMINISTRATOR

The day-to-day affairs of the Trust will be managed by The Bank of New
York, as trust administrator pursuant to an Administration Agreement. Under
the Administration Agreement, the Trustees have delegated most of their
operational duties to the Administrator, including without limitation, the
duties to: (i) pay, or cause to be paid, all expenses incurred by the Trust;
(ii) with the approval of the Trustees, engage legal and other professional
advisors (other than the independent public accountants for the Trust); (iii)
instruct the Paying Agent to pay distributions on STRYPES as described
herein; (iv) cause the legal and other professional advisors engaged by it to
prepare and mail, file or publish all notices, proxies, reports, tax returns
and other communications and documents for the Trust, and keep all books and
records for the Trust; (v) at the direction of the Trustees, and upon being
furnished with reasonable security and indemnity as the Administrator may
require, institute and prosecute legal and other appropriate proceedings to
enforce the rights and remedies of the Trust; and (vi) make, or cause to be
made, all necessary arrangements with respect to meetings of Trustees and any
meetings of holders of STRYPES. The Administrator will not, however, select
the independent public accountants for the Trust or sell or otherwise dispose
of the Trust assets or cause the Contracting Stockholder to sell or otherwise
dispose of the assets of the Contracting Stockholder (except in connection
with an acceleration of the Contract as described under "Investment Objective
and Policies--The Contract--Cash Distribution Events" and "--Nominee Trust
Deed; Acceleration," or the settlement of the Contract on the Business Day
immediately preceding the Exchange Date).

The Administration Agreement may be terminated by either the Trust or
the Administrator upon 60 days prior written notice, except that no
termination shall become effective until a successor Administrator has been
chosen and has accepted the duties of the Administrator.

Except for its roles as Administrator, Custodian and Paying Agent of the
Trust, The Bank of New York has no other affiliation with, and is not engaged
in any other transactions with, the Trust.

The address of the Administrator is 101 Barclay Street, New York, New
York 10286.

CUSTODIAN

The Trust's custodian is The Bank of New York pursuant to a custodian
agreement (the "Custodian Agreement"). In the event of any termination of
the Custodian Agreement by the Trust or the resignation of the Custodian, the
Trust must engage a new Custodian to carry out the duties of the Custodian as
set forth in the Custodian Agreement.

PAYING AGENT

The paying agent, transfer agent and registrar for the STRYPES is The
Bank of New York pursuant to a paying agent agreement (the "Paying Agent
Agreement"). In the event of any termination of the Paying Agent Agreement
by the Trust or the resignation of the Paying Agent, the Trust will use its
best efforts to engage a new Paying Agent to carry out the duties of the
Paying Agent.

CONTRACTING STOCKHOLDER

The Contracting Stockholder is National Australian Trustees pursuant to
the Nominee Trust Deed. In the event of any termination of the Nominee Trust
Deed or the resignation of the Contracting Stockholder, AMP will use its best
efforts to engage a new Contracting Stockholder acceptable to the Custodian
to carry out the duties of the Contracting Stockholder.

INDEMNIFICATION

The Trust will indemnify each Trustee, the Administrator, the Paying
Agent and the Custodian with respect to any claim, liability or loss which it
may incur in acting as Trustee, Administrator, Paying Agent or Custodian, as
the case may be, and any reasonable expense incurred in connection with any
such claim, liability or loss (including the reasonable costs and expenses of
the defense against any claim or liability) except in the case of willful
misfeasance, bad faith, gross negligence or reckless disregard of their
respective duties. Subject to the satisfaction of certain conditions,
Merrill Lynch & Co., Inc. will reimburse the Trust for any amounts it may be
required to pay as indemnification to any Trustee, the Administrator, the
Paying Agent or the Custodian, and Merrill Lynch & Co., Inc. will in turn be
reimbursed by AMP for all such reimbursements paid by it. AMP will indemnify
the Contracting Stockholder with respect to any claim, liability or loss
which it may incur as such, and any reasonable expense incurred in connection
with any such claim, liability or loss (including the reasonable costs and
expenses of the defense against any claim or liability) except in the case of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties.

ESTIMATED EXPENSES

At the closing of the Offering, the Trust will pay to each of the
Administrator, the Custodian and the Paying Agent a one-time, up-front amount
in respect of its fee and, in the case of the Administrator, certain
anticipated ongoing expenses of the Trust over the term of the Trust. The
anticipated Trust expenses to be borne by the Trust include, among other
things, expenses for legal and independent accountants' services, costs of
printing proxies, STRYPES certificates and holder reports and stock exchange
fees. Organization costs of the Trust in the amount of $ and
estimated costs of the Trust in connection with the initial registration and
public offering of the STRYPES in the amount of approximately $ will be
paid by the Trust.

The amount payable to the Administrator in respect of the anticipated
ongoing expenses of the Trust was determined based on expense estimates made
in good faith on the basis of information currently available to the Trust,
including estimates furnished by the Trust's agents. Merrill Lynch & Co.,
Inc. will pay any unanticipated operating expenses of the Trust. Merrill
Lynch & Co., Inc. will be reimbursed by AMP for all fees and expenses of the
Trust paid by it.

DIVIDENDS AND DISTRIBUTIONS

The Trust intends to distribute to holders on a quarterly basis the
proceeds of the U.S. Treasury Securities held by the Trust. The first
distribution, in respect of the period from , 1997 until ,
199 , will be made on , 199 to holders of record as of
, 199 , and will equal $ per STRYPES. Thereafter,
distributions will be made on February 15, May 15, August 15 and November 15
(or, of any such date is not a Business Day, the next succeeding Business
Day) of each year to holders of record as of each February 1, May 1, August 1
and November 1, respectively. Upon dissolution of the Trust as described in
"Investment Objective and Policies--Trust Dissolution" each holder will share
pro rata in any remaining net assets of the Trust.

NET ASSET VALUE

The net asset value of the STRYPES will be calculated by the Trust no
less frequently than quarterly by dividing the value of the net assets of the
Trust (the value of its assets less its liabilities) by the total number of
STRYPES outstanding. The Trust's net asset value will be published
semi-annually as part of the Trust's semi-annual report to holders and at
such other times as the Trustees may determine. The U.S. Treasury Securities
held by the Trust will be valued at the mean between the last current bid and
asked prices or, if quotations are not available, as determined in good faith
by the Trust. Short-term investments having a maturity of 60 days or less
are valued at cost with accrued interest or discount earned included in
interest receivable. The Contract will be valued at the mean of the bid
prices received by the Administrator from at least three independent broker-
dealer firms unaffiliated with the Trust who are in the business of making
bids on financial instruments similar to the Contract and with terms
comparable thereto.

CERTAIN TAX CONSIDERATIONS

UNITED STATES FEDERAL INCOME TAX

Set forth in full below is the opinion of Brown & Wood LLP, counsel to
the Trust, as to certain United States Federal income tax consequences of the
purchase, ownership and disposition of the STRYPES. Such opinion is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change (including retroactive changes in effective dates) or
possible differing interpretations. The discussion below deals only with
STRYPES held as capital assets and does not purport to deal with persons in
special tax situations, such as financial institutions, insurance companies,
regulated investment companies, dealers in securities or currencies, tax-
exempt entities, or persons holding STRYPES as a hedge against currency
risks, as a position in a "straddle" or as part of a "hedging" or
"conversion" transaction for tax purposes. It also does not deal with
holders of STRYPES other than original purchasers thereof (except where
otherwise specifically noted herein). Moreover, the discussion below
generally does not address the tax consequences of ownership of the Reference
Property. The following discussion also does not address the tax
consequences of investing in the STRYPES arising under the laws of any state,
local or foreign jurisdiction. Persons considering the purchase of the
STRYPES should consult their own tax advisors concerning the application of
the United States Federal income tax laws to their particular situations as
well as any consequences of the purchase, ownership and disposition of the
STRYPES arising under the laws of any other taxing jurisdiction.

As used herein, the term "U.S. holder" means a beneficial owner of
STRYPES that is for United States Federal income tax purposes (i) a citizen
or resident of the United States, (ii) a corporation, a partnership or other
entity created or organized in or under the laws of the United States or of
any political subdivision thereof, (iii) an estate the income of which is
subject to United States Federal income taxation regardless of its source, or
(iv) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust. As used herein, the term "non-U.S. holder" means a beneficial owner
of STRYPES that is not a U.S. holder. Unless otherwise specifically
provided, the following opinion of Brown & Wood LLP assumes that on the
Exchange Date the Reference Property that holders of the STRYPES will receive
will be only Bank Ordinary Shares.

CLASSIFICATION OF THE TRUST

The Trust will be classified as a grantor trust under subpart E, Part I
of subchapter J of the Internal Revenue Code of 1986, as amended (the
"Code"). As such, holders of the STRYPES will be treated for United States
Federal income tax purposes as owners of a pro rata undivided interest in the
Trust's assets which will consist of the U.S. Treasury Securities and the
Contract. Accordingly, each holder will be required to report on its United
States Federal income tax return its pro rata share of the entire income on
theTrust's assetsinaccordance withsuchholder's regularmethodof taxaccounting.

U.S. HOLDERS

As previously discussed, each U.S. holder will be considered the owner
of its pro rata portion of the U.S. Treasury Securities and the Contract held
by the Trust. The cost to a U.S. holder of its STRYPES will be allocated
among such U.S. holder's pro rata portion of the U.S. Treasury Securities and
the Contract (in proportion to the relative fair market values thereof on the
date on which the U.S. holder acquires its STRYPES) in order to determine the
U.S. holder's initial tax basis in the U.S. holder's pro rata portion of the
U.S. Treasury Securities and the Contract. It is currently anticipated that
% and % of the net proceeds of the offering will be used by the Trust to
purchase the U.S. Treasury Securities and as payments under the Contract,
respectively.

The U.S. Treasury Securities held by the Trust will be treated for
United States Federal income tax purposes as having original issue discount
which will accrue over the term of the U.S. Treasury Securities. In general,
a U.S. holder will be treated as having purchased each U.S. Treasury Security
held by the Trust with original issue discount in an amount equal to the
excess of the U.S. holder's pro rata portion of the amount payable on such
U.S. Treasury Security over the U.S. holder's initial tax basis therefor as
discussed above. A U.S. holder (whether on the cash or accrual method of tax
accounting) will be required to include such original issue discount in
income for United States Federal income tax purposes as it accrues in
accordance with a constant yield method. Because it is expected that 20% or
more of the holders of STRYPES will be accrual basis taxpayers, original
issue discount on any short-term U.S. Treasury Securities (i.e., any U.S.
Treasury Security with a maturity of one year or less from the date it is
purchased by the Trust) held by the Trust will also be currently includable
in income by U.S. holders as it accrues on a straight-line basis (unless a
U.S. holder elects to accrue such original issue discount on a constant yield
basis). A U.S. holder's tax basis in its pro rata portion of a U.S. Treasury
Security will be increased by the amount of any original issue discount
included in income by the U.S. holder with respect to such U.S. Treasury
Security (as described above). A U.S. holder will also be required to
recognize capital gain or loss with respect to such U.S. holder's pro rata
portion of the U.S. Treasury Securities upon an early dissolution of the
Trust in an amount equal to the difference between the U.S. holder's pro rata
portion of the proceeds received by the Trust upon the sale thereof and the
U.S. holder's adjusted tax basis in its pro rata portion of the U.S. Treasury
Securities. Such capital gain or loss would be long-term capital gain or
loss if the STRYPES have been held by the U.S. holder for more than one year.

Each U.S. holder will also be treated as having entered into a pro rata
portion of the Contract. Except upon early dissolution of the Trust or
possibly upon payment of cash following a Partial Cash Payment Event by the
Contracting Stockholder prior thereto (as discussed below), under current
law, a U.S. holder generally should not be required to recognize any income,
gain or loss with respect to the Contract until the Exchange Date. On the
Exchange Date, if the Contracting Stockholder delivers Reference Property
pursuant to the Contract in respect of a U.S. holder's STRYPES, the U.S.
holder will generally not realize any taxable gain or loss upon the receipt
of such Reference Property. However, a U.S. holder will generally be
required to recognize taxable gain or loss with respect to any cash received
in lieu of fractional units of any Reference Security, fractional interests
of any Reference Property other than cash, and any Reference Property
consisting of cash. The amount of such gain or loss recognized by a U.S.
holder will be equal to the difference, if any, between the amount of cash
received by the U.S. holder and the portion of the U.S. holder's tax basis in
the Contract that is allocable to such fractional units of any Reference
Security, fractional interests of any Reference Property other than cash, and
any Reference Property consisting of cash. Any such taxable gain or loss
attributable to cash received in lieu of fractional units of any Reference
Security and fractional interests of any Reference Property other than cash
will be treated as short-term capital gain or loss and, because the matter is
uncertain, any such taxable gain or loss attributable to any Reference
Property consisting of cash could be treated as short-term capital gain or
loss, as long-term capital gain or loss (depending upon the U.S. holder's
holding period for the STRYPES), or as ordinary income or loss. A U.S. holder
will have an initial tax basis in any Reference Property (as allocated among
the Reference Property in accordance with the relative fair market values
thereof, as determined on the Exchange Date) received thereby on the Exchange
Date (other than cash received in lieu of fractional units, fractional
interests and any Reference Property consisting of cash) in an amount equal
to the U.S. holder's tax basis in the Contract less the portion of such tax
basis that is allocable to any such fractional units of any Reference
Security, fractional interests of any Reference Property and any Reference
Property consisting of cash (as described above) and will realize taxable
gain or loss with respect to any such Reference Property received thereby on
the Exchange Date only upon the subsequent sale or disposition by the U.S.
holder of such Reference Property. In addition, a U.S. holder's holding
period for any Reference Property received by such U.S. holder on the
Exchange Date will begin on the Exchange Date and will not include the period
during which the U.S. holder held the related STRYPES.

Alternatively, if AMP satisfies the Contract with cash in respect of a
U.S. holder's STRYPES, the U.S. holder will recognize taxable gain or loss
with respect to the Contract in an amount equal to the difference, if any,
between the total amount of cash received by such U.S. holder on the Exchange
Date and an amount equal to the U.S. holder's tax basis in the Contract. It
is uncertain whether such gain or loss would be treated as capital or
ordinary. If such gain or loss is properly treated as capital, then such
gain or loss will be treated as long-term capital gain or loss if the STRYPES
has been held by the U.S. holder for more than one year as of the Business
Day immediately preceding the Exchange Date. If such gain or loss is
properly treated as ordinary gain or loss, it is possible that the
deductibility of any loss by a U.S. holder who is an individual could be
subject to the limitations applicable to miscellaneous itemized deductions
provided for under Section 67(a) of the Code. In general, Section 67(a) of
the Code provides that an individual may only deduct miscellaneous itemized
deductions for a particular taxable year to the extent that the aggregate
amount of the individuals's miscellaneous itemized deductions for such
taxable year exceed two percent of the individual's adjusted gross income for
such taxable year (the miscellaneous itemized deductions and other itemized
deductions allowable to high-income individuals, however, are generally
subject to further limitations under Section 68 of the Code). Prospective
investors in the STRYPES who are individuals should also be aware that
miscellaneous itemized deductions are not allowable in computing the United
States Federal alternative minimum tax imposed by Section 55 of the Code.
Prospective investors in the STRYPES are urged to consult their own tax
advisors concerning the character of any gain or loss realized on the
Exchange Date with respect to the Contract in the event that AMP satisfies
the Contracting Stockholder's obligations under the Contract, in whole or in
part, with cash on the Exchange Date, as well as the deductibility of any
such loss.

In the event that a U.S. holder receives a combination of cash and
Reference Property on the Exchange Date, the U.S. holder should be required
to apply the foregoing rules to the STRYPES held thereby on a pro rata basis
in proportion to the amount of Reference Property and cash received thereby.

Upon the sale or other disposition of a STRYPES prior to the Exchange
Date, a U.S. holder generally will be required to allocate the total amount
realized by such U.S. holder upon such sale or other disposition between the
U.S. holder's pro rata portion of the U.S. Treasury Securities and the
Contract based upon their relative fair market values (as determined on the
date of disposition). A U.S. holder will generally be required to recognize
taxable gain or loss with respect to each such component (i.e., the U.S.
holder's pro rata portion of the U.S. Treasury Securities and the Contract)
in an amount equal to the difference, if any, between the amount realized
with respect to each such component upon the sale or disposition of the
STRYPES (as determined in the manner described above) and the U.S. holder's
adjusted tax basis in each such component. Any such gain or loss will
generally be treated as long-term capital gain or loss if the U.S. holder has
held the STRYPES for more than one year at the time of disposition.

The proper treatment of the payment by AMP or Merrill Lynch & Co., Inc.
of various costs and expenses associated with the organization and operation
of the Trust is uncertain. It is possible that there will be no United
States Federal income tax consequences to U.S. holders as a result of any
such payments. However, it is possible that the Internal Revenue Service
("IRS") could assert that any such payments constitute income to U.S.
holders. If the IRS were to prevail in treating such payments as income,
then an individual U.S. holder who itemizes deductions could possibly
amortize and deduct over the term of the Trust (subject to any applicable
limitation such as those in Section 67(a) of the Code) its pro rata portion
of any such costs. Moreover, a U.S. holder should be permitted to amortize
and deduct over the term of the Trust (subject to any applicable limitations
such as those in Section 67(a) of the Code) its pro rata portion of the
one-time, up-front fees paid to the Administrator, the Custodian and the
Paying Agent, and should be permitted to deduct (subject to any applicable
limitations such as those in Section 67(a) of the Code) its pro rata portion
of the other expenses described under "Management Arrangements--Estimated
Expenses" incurred by the Trust resulting from its ongoing operations
(including the fees payable to the Trustees) as such expenses are incurred.
Brown & Wood LLP, counsel to the Trust, believes that a U.S. holder's pro
rata portion of the expenses directly incurred by a U.S. holder in connection
with the organization of the Trust, underwriting discounts and commissions
and other offering expenses should be includable in the cost to the U.S.
holder of the STRYPES. However, there can be no assurance that the IRS will
not take a contrary view. If the IRS were to prevail in treating such
expenses as excludible from a U.S. holder's cost of the STRYPES, such
expenses would not be includable in the basis of the assets of the Trust and
should instead, subject to the limitations provided for under Section 67(a)
of the Code, be amortizable and deductible over the term of the Trust.

POSSIBLE ALTERNATIVE CHARACTERIZATIONS OF THE CONTRACT

Brown & Wood LLP, counsel to the Trust, believes the Contract should be
treated for United States Federal income tax purposes as a prepaid forward
contract for the purchase of a variable number of shares of Bank Ordinary
Shares. The IRS could conceivably take the view that the Contract should be
treated as a loan to the Contracting Stockholder in exchange for a contingent
debt obligation of the Contracting Stockholder. If the IRS were to prevail
in making such an assertion, a U.S. holder might be required to include
original issue discount in income over the term of the STRYPES based on the
excess of the anticipated value of the Bank Ordinary Shares to be received in
respect of the Contract over the amount paid for the Contract. In addition,
a U.S. holder would be required to include interest (rather than capital
gain) in income on the Exchange Date or earlier disposition of the STRYPES in
an amount equal to the excess, if any, of the value of the Bank Ordinary
Shares received on the Exchange Date (or the proceeds from prior disposition
of the Contract) over the aggregate of the basis of the Contract and any
interest on the Contract previously included in income (or might be entitled
to an ordinary deduction to the extent of interest previously included in
income and not ultimately received). The IRS could also conceivably take the
view that a U.S. holder should simply include in income as interest the
amount of cash actually received each year in respect of the STRYPES.

MISCELLANEOUS TAX MATTERS

Special tax rules may apply to persons holding STRYPES as part of a
"synthetic security" or other integrated investment, or as part of a
straddle, hedging transaction or other combination of offsetting positions.
For instance, Section 1258 of the Code may possibly require certain U.S.
holders of the STRYPES who enter into hedging transactions or offsetting
positions with respect to the STRYPES to treat all or a portion of any gain
realized on the STRYPES as ordinary income in instances where such gain may
have otherwise been treated as capital gain. U.S. holders hedging their
positions with respect to the STRYPES or otherwise holding their STRYPES in a
manner described above should consult their own tax advisors regarding the
applicability of Section 1258 of the Code, or any other provision of the
Code, to their investment in the STRYPES.

If as a result of a Dissolution Event, cash, Reference Securities, or a
combination of cash and Reference Securities is delivered pursuant to the
Contract, U.S. holders generally will be required to recognize taxable gain
or loss in respect of any cash received, including any cash received in lieu
of fractional units of Reference Securities or fractional interests of
Reference Property and, in some instances, in respect of any Reference
Securities received upon receipt thereof. Moreover, in some instances, U.S.
holders may be required to recognize at the time of a Reorganization Event
taxable gain or loss in respect of the amount of cash (and, in some cases,
Reference Securities) which is fixed at the time of such Reorganization Event
and is to be delivered pursuant to the Contract. It is uncertain whether any
taxable gain or loss recognized by a U.S. holder as a result of a
Reorganization Event would be capital or ordinary. U.S. holders are urged to
consult their own tax advisors concerning the specific tax consequences of a
Reorganization Event on their investment in a STRYPES.

The proper United States Federal income tax treatment of the receipt by
a U.S. holder of such U.S. holder's pro rata portion of cash distributed as a
result of a Partial Cash Payment Event prior to dissolution of the Trust is
uncertain. It is possible that such a distribution would be treated as a
tax-free return of the U.S. holder's basis in its pro rata portion of the
Contract to the extent the amount of such distribution does not exceed such
U.S. holder's basis in its pro rata portion of the Contract. Under this
analysis, a U.S. holder would be required to recognize taxable gain as a
result of cash distributed as a result of a Partial Cash Payment Event that
is received prior to the dissolution of the Trust to the extent that the
amount of such distribution exceeds the U.S. holder's tax basis in its pro
rata portion of the Contract. Alternatively, upon the receipt by a U.S.
holder of such U.S. holder's pro rata portion of cash distributed as a result
of a Partial Cash Payment Event prior to the dissolution of the Trust, the
U.S. holder may be required to recognize taxable gain or loss with respect to
the U.S. holder's pro rata portion of the Contract in an amount equal to the
difference between the amount of cash received by such U.S. holder and such
U.S. holder's tax basis in its pro rata portion of the Contract that is
allocable to the proportionate amount of the Contract in respect of which
such cash is received. It is unclear whether any taxable gain or loss
recognized by a U.S. holder as a result of the payment by the Contracting
Shareholder of cash distributed as a result of a Partial Cash Payment Event
prior to dissolution of the Trust would be treated as capital gain or loss or
ordinary income or loss. Prospective investors in the STRYPES should consult
their own tax advisors concerning the tax consequences to them of the payment
by the Contracting Shareholder of cash distributed as a result of a Partial
Cash Payment Event.

THE TAXPAYER RELIEF ACT OF 1997

On August 5, 1997, the Taxpayer Relief Act of 1997 (the "Tax Act") was
enacted into law. The Tax Act reduces the maximum rates on long-term capital
gains recognized on capital assets held by individual taxpayers for more than
eighteen months as of the date of disposition (and would further reduce the
maximum rates on such gains in the year 2001 and thereafter for certain
individual taxpayers who meet specified conditions). Prospective investors
should consult their own tax advisors concerning these tax law changes.

NON-U.S. HOLDERS

Subject to the discussion below concerning income that is effectively
connected with a trade or business conducted by a non-U.S. holder in the
United States, payments of interest (including original issue discount) made
with respect to the U.S. Treasury Securities will not be subject to United
States withholding tax, provided that such non-U.S. holder complies with
applicable certification requirements. In general, for a non-U.S. holder to
qualify for this exemption from taxation, the last United States payor in the
chain of payment prior to payment to a non-U.S. holder (the "Withholding
Agent") must have received in the year in which a payment of interest or
principal occurs, or in either of the two preceding calendar years, a
statement that (i) is signed by the beneficial owner of the U.S. Treasury
Securities under penalties of perjury, (ii) certifies that such owner is not
a U.S. holder and (iii) provides the name and address of the beneficial
owner. The statement may be made on an IRS Form W-8 or a substantially
similar form, and the beneficial owner must inform the Withholding Agent of
any change in the information on the statement within 30 days of such change.
If STRYPES is held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide a
signed statement to the Withholding Agent. However, in such case, the signed
statement must be accompanied by a copy of the IRS Form W-8 or the substitute
form provided by the beneficial owner to the organization or institution.

Any capital gain realized in respect of STRYPES by a non-U.S. holder
will generally not be subject to United States Federal income tax if (i) such
gain in not effectively connected with a United States trade or business of
such non-U.S. holder and (ii) in the case of an individual non-U.S. holder,
such individual is not present in the United States for 183 days or more in
the taxable year of the sale or other disposition, or the gain is not
attributable to a fixed place of business maintained by such individual in
the United States and such individual does not have a "tax home" (as defined
for United States Federal income tax purposes) in the United States.

If any interest or gain realized by a non-U.S. holder is effectively
connected with the non-U.S. holder's conduct of a trade or business in the
United States, such interest or gain will be subject to regular United States
Federal income tax in the same manner as if the non-U.S. holder were a U.S.
holder. In addition, in such event, if such non-U.S. holder is a foreign
corporation, such interest or gain may be included in the earnings and
profits of such non-U.S. holder in determining such non-U.S. holder's United
States branch profits tax liability.

BACKUP WITHHOLDING AND INFORMATION REPORTING

A beneficial owner of STRYPES may be subject to information reporting
and to backup withholding at a rate of 31 percent of certain amounts paid to
the beneficial owner unless such beneficial owner provides proof of an
applicable exemption or a correct taxpayer identification number and
otherwise complies with applicable requirements of the backup withholding
rules.

Any amounts withheld under the backup withholding rules from a payment
to a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.

PROSPECTIVE INVESTORS IN THE STRYPES SHOULD BE AWARE THAT THERE IS NO
AUTHORITY DIRECTLY ADDRESSING THE PROPER UNITED STATES FEDERAL INCOME TAX
TREATMENT OF THE STRYPES OR SECURITIES WITH TERMS SUBSTANTIALLY THE SAME AS
THE STRYPES AND THAT NO RULING HAS BEEN REQUESTED FROM THE IRS WITH RESPECT
TO THE STRYPES. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE IRS WILL
AGREE WITH THE FOREGOING DISCUSSION AND THAT THE IRS WILL NOT ASSERT A
CONTRARY POSITION AS TO THE PROPER UNITED STATES FEDERAL INCOME TAX TREATMENT
OF THE STRYPES WHICH MIGHT CAUSE THE CHARACTER AND TIMING OF INCOME, GAIN OR
LOSS RECOGNIZED WITH RESPECT TO A STRYPES TO DIFFER SIGNIFICANTLY FROM SUCH
CHARACTER AND TIMING DISCUSSED ABOVE. PROSPECTIVE INVESTORS IN THE STRYPES
ARE THEREFORE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS PRIOR TO MAKING AN
INVESTMENT IN THE STRYPES.

UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement
(the "Purchase Agreement"), the Trust has agreed to sell to Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Underwriter"), and the Underwriter
has agreed to purchase, 25,000,000 STRYPES.

In the Purchase Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth in the Purchase Agreement, to purchase all of
the STRYPES being sold pursuant to the Purchase Agreement if any of the
STRYPES are purchased. In the event of a failure to close, any funds debited
from any investor's account maintained with the Underwriter will be credited
to such account and any funds received by the Underwriter by check or money
order from any investor will be returned to the investor by check.

The Underwriter has advised the Trust that it proposes initially to
offer the STRYPES to the public at the public offering price set forth on the
cover page of this Prospectus. The Underwriter has also advised the Trust
that it proposes to offer STRYPES to certain dealers at the initial public
offering price less a concession not in excess of $ per STRYPES. The
Underwriter may allow, and such dealers may reallow, a discount not in excess
of $ per STRYPES to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
The sales load of $ per STRYPES is equal to % of the initial public
offering price. Investors must pay for any STRYPES purchased in the initial
public offering on or before , 1997.

The Trust has granted the Underwriter an option, exercisable for 30 days
from the date of this Prospectus, to purchase up to an aggregate of
3,750,000,000 additional STRYPES (subject to decrease by the number of
STRYPES resulting from the split of the initial STRYPES described below) to
cover over-allotments, if any, at the initial public offering price less the
sales load. To the extent the Underwriter exercises such option, the
Underwriter will have a firm commitment, subject to certain conditions, to
purchase a number of additional STRYPES.

Prior to the Offering, there has been no public market for the STRYPES.
Application has been made to list the STRYPES on the NYSE.

The Contracting Stockholder and AMP have agreed, subject to certain
exceptions, not to directly or indirectly sell, offer to sell, grant any
option for the sale of, or otherwise dispose of, any Bank Ordinary Shares (in
the case of AMP, held in its members' account), Bank ADSs or securities
convertible or exercisable into, or exchangeable for, Bank Ordinary Shares
for a period of 90 days after the date of this Prospectus, without the prior
written consent of the Underwriter.

AMP has agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
the Underwriter may be required to make in respect thereof.

In connection with the formation of the Trust, ML IBK Positions, Inc.,
an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, has
subscribed for and purchased one STRYPES for a purchase price of $100. Prior
to the Offering, the initial STRYPES will be split into the smallest whole
number of STRYPES that would result in the per STRYPES amount recorded as
capital, after effecting the split, not exceeding the public offering price
per STRYPES. Under the Contract, the Contracting Stockholder will be
obligated to deliver to the Trust on the Business Day immediately preceding
the Exchange Date a number or amount of each type of Reference Property (or,
in certain circumstances, cash with an equal value) in respect of such
STRYPES on the same terms as the STRYPES offered hereby.

Until the distribution of the STRYPES is completed, rules of the
Commission may limit the ability of the Underwriter and any selling group
members to bid for and purchase the STRYPES, the Bank Ordinary Shares or the
Bank ADSs. As an exception to these rules, the Underwriter is permitted to
engage in certain transactions that stabilize the price of the STRYPES, the
Bank Ordinary Shares or the Bank ADSs. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
STRYPES, the Bank Ordinary Shares or the Bank ADSs.

If the Underwriter creates a short position in the STRYPES in connection
with the Offering, i.e., if it sells more STRYPES than are set forth on the
cover page of this Prospectus, the Underwriter may reduce that short position
by purchasing STRYPES in the open market. The Underwriter may also elect to
reduce any short position by exercising all or part of the over-allotment
option described above.

The Underwriter may also impose a penalty bid on certain selling group
members. This means that if the Underwriter purchases STRYPES in the open
market to reduce the Underwriter's short position or to stabilize the price
of the STRYPES, they may reclaim the amount of the selling concession from
any selling group members who sold those STRYPES as part of the Offering.

In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a
penalty bid might also have an effect on the price of a security to the
extent that it were to discourage resales of the security.

Neither the Trust nor the Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the STRYPES, the Bank
Ordinary Shares or the Bank ADSs. In addition, neither the Trust nor the
Underwriter makes any representation that the Underwriter will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.

The Underwriter renders investment banking and other financial services
to the Bank from time to time.

LEGAL MATTERS

Certain legal matters will be passed upon for the Trust and for the
Underwriter by their counsel, Brown & Wood LLP, New York, New York. Certain
matters of Delaware law will be passed upon for the Trust by Richards, Layton
& Finger, Wilmington, Delaware, and certain matters of Australian law will be
passed upon for the Trust by Allen Allen & Hemsley, Sydney, New South Wales,
Australia. Certain legal matters will be passed upon for the Contracting
Stockholder and AMP by Coudert Brothers, New York, New York and Minter
Ellison, Sydney, New South Wales, Australia.

EXPERTS

The statement of assets, liabilities and capital included in this
Prospectus has been audited by , independent
auditors, as stated in their opinion appearing herein, and has been included
in reliance upon such opinion given on the authority of said firm as experts
in auditing and accounting.

ADDITIONAL INFORMATION

The Trust has filed with the Commission, Washington D.C. 20549, a
Registration Statement on Form N-2 under the Securities Act with respect to
the STRYPES offered hereby. Further information concerning the STRYPES and
the Trust may be found in the Registration Statement, of which this
Prospectus constitutes a part. The Registration Statement may be inspected
without charge at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of all or any part thereof may be obtained from such office after
payment of the fees prescribed by the Commission. The Commission maintains a
Web site at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants, such as the Trust,
that file electronically with the Commission.

INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholders of WBK STRYPES Trust:

We have audited the accompanying statement of assets, liabilities and capital
of WBK STRYPES Trust as of , 1997. This financial
statement is the responsibility of the Trust's management. Our
responsibility is to express an opinion on this financial statement based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of assets,
liabilities and capital is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the statement of assets, liabilities and capital. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit of the financial statement provides
a reasonable basis for our opinion.

In our opinion, the statement of assets, liabilities and capital referred to
above presents fairly, in all material respects, the financial position of
WBK STRYPES Trust, as of , 1997, in conformity with generally
accepted accounting principles.

New York, New York
, 1997

WBK STRYPES TRUST

STATEMENT OF ASSETS, LIABILITIES AND CAPITAL
, 199_

ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $100

LIABILITIES

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100

CAPITAL

STRYPES, par value $.10 per STRYPES;
STRYPES issued and outstanding (Note 3) . . . . . . . . . . . . . . . . $100

___________________________________

(1) The Trust was created as a Delaware business trust on March 14, 1996 and
has had no operations other than matters relating to its organization
and registration as a non-diversified, closed-end management investment
company under the Investment Company Act of 1940, as amended. Costs
incurred in connection with the organization of the Trust and ongoing
administrative expenses will be paid or reimbursed by the Contracting
Stockholder.

(2) Offering expenses will be payable upon completion of the Offering and
also will be paid by the Contracting Stockholder.

(3) On , 1997, the Trust issued one STRYPES to ML IBK Positions,
Inc., an
----------
affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, in
consideration for a purchase price of $100.

The Declaration of Trust provides that prior to the Offering, the Trust
will split the outstanding STRYPES to be effected on the date that the
price and underwriting discount of the STRYPES being offered to the
public is determined, but prior to the sale of the STRYPES to the
Underwriter. The outstanding STRYPES will be split into the smallest
whole number of STRYPES that would result in the per STRYPES amount
recorded as capital, after effecting the split, not exceeding the public
offering price per STRYPES.

NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING 25,000,000 STRYPES(SERVICE MARK)
DESCRIBED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY WBK STRYPES TRUST

THE TRUST OR THE UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN Exchangeable for Ordinary Shares
OFFER TO SELL, OR A SOLICITATION OF of
AN OFFER TO BUY, ANY SECURITIES
OTHER THAN THOSE SPECIFICALLY Westpac Banking Corporation
OFFERED HEREBY, OR OF ANY
SECURITIES OFFERED HEREBY, IN ANY
JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE AN OFFER OR ____________________
SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE PROSPECTUS
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY ____________________
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS OR IN THE AFFAIRS
OF THE TRUST SINCE THE DATE HEREOF
OR SINCE THE DATES AS OF WHICH
INFORMATION IS SET FORTH HEREIN. MERRILL LYNCH & CO.
IN THE EVENT THAT ANY SUCH CHANGE
SHALL OCCUR DURING THE PERIOD IN
WHICH APPLICABLE LAW REQUIRES
DELIVERY OF THIS PROSPECTUS, THIS
PROSPECTUS WILL BE AMENDED OR
SUPPLEMENTED ACCORDINGLY.

______________ , 1997

TABLE OF CONTENTS
Page (Service Mark) Service mark of
Merrill Lynch & Co., Inc.
---
Prospectus Summary . . . . . 5
Fee Table . . . . . . . . . . 12
The Trust . . . . . . . . . . 13
Use of Proceeds . . . . . . . 13
Investment Objective and Policies
13
Investment Restrictions . . . 25
Risk Factors . . . . . . . . 25
Description of the STRYPES . 31
Trustees . . . . . . . . . . 32
Management Arrangements . . . 33
Dividends and Distributions . 35
Net Asset Value . . . . . . . 35
Certain Tax Considerations . 35
Underwriting . . . . . . . . 41
Legal Matters . . . . . . . . 42
Experts . . . . . . . . . . . 42
Additional Information . . . 42
Independent Auditors' Report . 43
Statement of Assets,
Liabilities and Capital . . 44

-------------------

UNTIL , 1997 (25
DAYS AFTER THE COMMENCEMENT OF THE
OFFERING), ALL DEALERS EFFECTING
TRANSACTIONS IN THE STRYPES,
WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS
DELIVERY REQUIREMENT IS IN ADDITION
TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

1. FINANCIAL STATEMENTS

Independent Auditors' Report
Statement of Assets, Liabilities and Capital as of ,
1997

2. EXHIBITS

(a)(1)Amendment to Restated Trust Agreement//*
(2) Form of Amended and Restated Trust Agreement*//*
(3) Restated Certificate of Trust*
(b) Not applicable
(c) Not applicable
(d)(1) Form of Specimen certificate for STRYPES (included in
Exhibit 2(a)(2))**
(2) Portions of the Declaration of Trust of the Registrant
defining the rights of holders of STRYPES (included in
Exhibit 2(a)(2))**
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Form of Purchase Agreement**
(i) Not applicable
(j) Form of Custodian Agreement**
(k)(1) Form of Administration Agreement**
(2) Form of Paying Agent Agreement**
(3) Form of Forward Purchase Contract**
(4) Form of Security and Pledge Agreement**
(5) Form of Fund Expense Agreement**
(6) Form of Fund Indemnity Agreement**
(7) Form of Nominee Trust Deed**
(8) Escrow Agreement**
(l) Opinion and Consent of Brown & Wood LLP, counsel to the Trust**
(m) Not applicable
(n)(1) Tax Opinion and Consent of Brown & Wood LLP, counsel to the
Trust**
(2) Consent of , independent auditors for
the Trust**
(o) Not applicable
(p) Form of Subscription Agreement**
(q) Not applicable
(r) Financial Data Schedule**

___________________

//
* Filed herewith.
** To be filed by amendment.

ITEM 25. MARKETING ARRANGEMENTS

See Exhibit (h) to this Registration Statement.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be incurred in connection with the offering described in
this Registration Statement will be paid by the Trust.

ITEM 27. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The Trust will be internally managed and will not have an investment
adviser. The information in the Prospectus under the caption "Management
Arrangements" is incorporated herein by reference.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

There will be one record holder of the STRYPES as of the effective date
of this Registration Statement.

ITEM 29. INDEMNIFICATION

Section 7.6 of the Amended and Restated Trust Agreement and Section 6 of
the Purchase Agreement provide for indemnification.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to trustees,
officers and controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission (the "Commission") such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The Trust is internally managed and does not have an investment adviser.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the
rules promulgated thereunder are maintained at the offices of the Registrant,
850 Library Avenue, Suite 204, Newark, Delaware 19715, its custodian, The
Bank of New York, 101 Barclay Street, New York, New York 10286 and its paying
agent, The Bank of New York, 101 Barclay Street, New York, New York 10286.

ITEM 32. MANAGEMENT SERVICES

Not applicable.

ITEM 33. UNDERTAKINGS

(a) The Registrant hereby undertakes to suspend the offering of the
STRYPES covered hereby until it amends its prospectuses contained herein if
(1) subsequent to the effective date of this Registration Statement, its net
asset value per STRYPES declines more than 10 percent from its net asset
value per STRYPES as of the effective date of the Registration Statement or
(2) the net asset value per STRYPES increases to an amount greater than its
net proceeds as stated in the prospectuses contained herein.

(b) The Registrant hereby undertakes that (i) for purpose of determining
any liability under the 1933 Act, the information omitted from the form of
prospectuses filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the Registrant under
Rule 497(h) under the 1933 Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; (ii) for the
purpose of determining any liability under the 1933 Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial
bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, State of Delaware, on the
17th day of September, 1997.

WBK STRYPES Trust

By: /s/ Donald J. Puglisi

-----------------------------
Donald J. Puglisi
Managing Trustee

EXHIBIT 2(A)(1)

AMENDMENT
TO
AMENDED AND RESTATED TRUST AGREEMENT
OF
ABC COMPANY STRYPES TRUST

This Amendment to the Amended and Restated Trust Agreement of ABC
COMPANY STRYPES Trust (the "Trust"), dated as of September 17, 1997 (this
"Amendment"), is made and entered into by and among ML IBK Positions, Inc.
("ML IBK"), Donald J. Puglisi, William R. Latham, III, and James B. O'Neill,
as trustees.

W I T N E S E T H
-----------------

WHEREAS, the Trust is a Delaware business trust that was formed under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et
------- --
seq. (the "Act") pursuant to the Trust Agreement of the Trust, dated as of
- ----
March 14, 1996, and is governed by the Amended and Restated Trust Agreement
of the Trust, dated as of March 26, 1997 and amended on September 2, 1997
(the "Trust Agreement");

WHEREAS, the parties hereto desire to change the name of the Trust from
"ABC COMPANY STRYPES Trust" to "WBK STRYPES Trust";

WHEREAS, the parties hereto desire to amend the Trust Agreement to
reflect the terms set forth below.

NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties, intending to be legally bound, hereby agree as
follows:

I. AMENDMENT.
---------

1. All references in the Trust Agreement to "ABC COMPANY STRYPES
Trust" are hereby amended by changing such designation to "WBK STRYPES
Trust."

II. MISCELLANEOUS.
-------------

1. Successors and Assigns. This Amendment shall be binding upon,
----------------------
and shall enure to the benefit of, the parties hereto and their respective
successors and assigns.

2. Full Force and Effect. Except to the extent modified hereby, the
---------------------
Trust Agreement shall remain in full force and effect.

3. Counterparts. This Amendment may be executed in counterparts,
------------
all of which together shall constitute one agreement binding on all parties
hereto, notwithstanding that all such parties are not signatories to the
original or same counterpart.

4. Governing Law. This Amendment shall be interpreted in accordance
-------------
with the laws of the State of Delaware (without regard to principles of
conflict of laws), all rights and remedies being governed by such laws.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first set forth above.

ML IBK POSITIONS, INC.

By: /s/ Matthew Bowman
------------------------------
Name: Matthew Bowman
Title: President

TRUSTEES:

/s/ Donald J. Puglisi
---------------------------------------
Name: Donald J. Puglisi
Address: 850 Library Avenue, Suite 204
Newark, Delaware 19715

/s/ William R. Latham, III
---------------------------------------
Name: William R. Latham, III
Address: 850 Library Avenue, Suite 204
Newark, Delaware 19715

/s/ James B. O'Neill
---------------------------------------
Name: James B. O'Neill
Address: 850 Library Avenue, Suite 204
Newark, Delaware 19715

EXHIBIT 2(a)(3)

RESTATED

CERTIFICATE OF TRUST OF ABC COMPANY STRYPES TRUST

This Restated Certificate of Trust of ABC COMPANY STRYPES Trust
(the "Trust"), dated as of September 17, 1997, is being duly executed and
filed by the undersigned Trustees of the Trust to amend and restate the
Restated Certificate of Trust of ABC COMPANY STRYPES Trust, which was
originally named STRYPES Trust, and whose original Certificate of Trust was
filed on February 14, 1996, with the Secretary of State of the State of
Delaware under the Delaware Business Trust Act (12 Del. C. Section
-------
3801, et seq.).
-- ----
1. Name. The name of the business trust is WBK STRYPES Trust.
----

2. Registered Office; Registered Agent. The business address of
-----------------------------------
the registered office of the Trust in the State of Delaware is One Rodney
Square, 10th Floor, Tenth and King Streets in the City of Wilmington, County
of New Castle, 19801. The name of the Trust's registered agent at such
address is RL&F Service Corp.

3. Effective Date. This Certificate of Trust shall be effective
--------------
upon the date and time of filing.

4. Other Matters. The Trust is a registered investment company
-------------
under the Investment Company Act of 1940, as amended.

IN WITNESS WHEREOF, the undersigned trustees of the Trust have executed
this Restated Certificate of Trust as of the date first above written.

By: /s/ Donald J. Puglisi
----------------------------------------
Donald J. Puglisi, as Managing Trustee

By: /s/ William R. Latham
----------------------------------------
William R. Latham, III, as Trustee

By: /s/ James B. O'Neill
----------------------------------------
James B. O'Neill, as Trustee