Securities Act of 1933
Schedule B

February 26, 2009

RESPONSE OF THE OFFICE OF INTERNATIONAL CORPORATE FINANCE
DIVISION OF CORPORATION FINANCE

Based on the facts presented, the Division will not object if the Commonwealth registers under Schedule B of the Securities Act in the manner described in your letter its guarantees of debt securities that eligible Australian deposit-taking institutions may offer and sell in offerings registered under the Securities Act. In reaching this position and without necessarily agreeing with your analysis, the Division notes that:

• the Commonwealth will register its guarantees under Schedule B in an effort to respond to the global financial crisis by facilitating the access of eligible deposit-taking institutions to funding through its guarantee of their registered debt securities; and

• the registration of the guarantees under Schedule B will not be part of a capital raising transaction by the Commonwealth.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/australia022609-schb.htm