Form 6K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

November 3, 2005

WESTPAC BANKING CORPORATION

(Translation of registrant’s name into English)

60 MARTIN PLACE, SYDNEY, NEW SOUTH WALES 2000, AUSTRALIA

(Address of principal executive offices)

[Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.]

Form 20-F          ý                Form 40-F        o

[Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Act of 1934.]

Yes       o                  No        ý

[If “Yes” is marked, indicate the file number assigned to the registrant in connection with Rule 12g3-2(b):82-     ]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Profit
Announcement

For the year ended 30 September 2005

Incorporating the requirements of Appendix 4E

(1)          Comprises interest income, interest expense and non-interest income.

(2)          All comparisons with the twelve months ended 30 September 2004.

In this announcement references to ‘Westpac’, ‘the Group’, ‘we’, ‘us’ and ‘our’ are to Westpac Banking Corporation and its controlled entities.

Westpac delivers another record profit with cash earnings up 12%

Westpac Banking Corporation today announced a record profit of $2,818 million, for the 12 months ended 30 September 2005, up 11%.  Cash earnings increased 12% to $2,874 million.

Westpac also announced today a final dividend of 51 cents fully franked and an off-market structured buy-back(1) of approximately $700 million.

Key features of the result include:

•             Cash earnings per share up 12% to $1.55;

•             Return on equity (cash basis) 21%;

•             Full year dividend $1.00, fully franked, up 16%;

•             Economic profit up 17% to $1,875 million; and

•             Expense to income ratio 47% down 260 basis points.

All comparisons with 2004 full year result.

Westpac Chief Executive Officer, David Morgan, said: “This is a strong performance which builds on the consistent high quality results of recent years. In what is a very competitive market we’ve had strong revenue growth of 10%, with all business units growing profitably.  The focus on our core markets of Australia, New Zealand and the Pacific has enabled us to deliver revenue and EPS growth at the upper end of the sector.

“At the same time we have remained disciplined on our pricing and risk taking, with margins declining only three basis points and asset quality improving again. This is a quality result that has not relied on one-offs nor compromises our future earnings growth momentum.

“Our substantial re-investment of $430 million a year in product and customer systems has laid the foundations for more aggressive growth. We have also increased the reach and capability of our distribution network through hiring more staff, longer trading hours and better systems to serve customers.  This not only delivers for our customers but adds additional building blocks for future growth.

“Our expense growth was held to just four per cent despite the ongoing investment program. Our cost to income ratio fell by more than two and a half percentage points to 47%.

“All business units are delivering solid results. However, some aspects of our Australian loan growth were disappointing, particularly in the first half. A number of initiatives have been introduced and these have assisted in restoring our growth momentum in the second half. A significant improvement was in Business and Consumer Banking, where lending growth in the second half was 10% annualised, almost double that of the first half.

“Business and Consumer Banking and BT Financial Group once again delivered double digit earnings growth and the core earnings performance of Westpac Institutional Bank and Westpac New Zealand has been strong. Our investment in BT has proved to be the winner we were always confident it would be,” Dr Morgan said.

Key Business Unit results include:

•             Australian Business and Consumer Banking delivered a 15% lift in cash earnings compared to the 2004 full year result. BCB increased its revenue by 8%, underpinning 12% growth in core earnings. In the second half, housing and business lending volumes significantly improved. Total deposit growth was 11%, for the year, with Westpac’s new Max-i Direct product being highly successful in enhancing our deposit base;

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•             Westpac Institutional Bank (WIB) restored its position as the number one lead bank for Australian corporations and delivered cash earnings growth of 5% and an 11% increase in core earnings before bad debts. WIB made considerable gains in its transactional business and it is now also recognised by large corporates as number one for customer service. The Specialised Capital Group contributed over $100 million in revenue;

•             New Zealand retail banking and wealth management cash earnings were up 7% (in NZ$). Business lending was a stand-out with lending growth of 19%. Housing lending was up 13%, although this was offset by lower spreads due to the competitive market; and

•             BT Financial Group cash earnings were up an impressive 48%. Revenue grew by 23% while expense growth was held at 4%. The success of the Wrap and Corporate Super platforms continue to be impressive. Wrap currently has $20 billion in funds under administration, up from $6 billion when Westpac acquired BT three years ago.

“The high quality of this result has generated significant capital over the year. It not only allows us to pass on a 16% higher dividend to our shareholders, it also enables us to announce today a buy-back(1) of approximately $700 million of excess capital,” Dr Morgan said.

“We have built a resilient enterprise that can consistently deliver high quality growth and returns to our shareholders. We are well placed to continue on our growth path in this region.

“We recognise the increasing challenges within the industry, particularly with the broad range of competitors that are now entrenched in this market, but believe we are more than equipped to meet them,” Dr Morgan said.

Outlook

In framing our outlook for the year ahead we continue to believe that the provision of specific earnings guidance is not appropriate. Further, the additional earnings volatility that will result from the introduction of IFRS makes specific guidance difficult.

However, the strength of the operating environment combined with the business being in good health provides confidence in Westpac’s outlook.

The consistency with which earnings growth and 20% plus returns on equity have been delivered over recent years now sets us up well in 2006.

The successful enhancing of the sustainability of the company over the last six years has also contributed to a strong platform for growth. This includes very strong employee commitment, increased customer satisfaction across all segments, and the leading position globally in the banking sector for sustainability.

In addition, the strengthening of our distribution network in 2005 provides a further source of future growth.

All of this gives us confidence that Westpac can continue to deliver strong outcomes for shareholders in the future.

(1)          The buy-back is not available to any person who is in the United States, Canada or Japan or any United States person or a resident of Canada or Japan.  In addition, American Depository Receipts and restricted shares may not be tendered into the buy-back.

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2.1                               EARNINGS

We consider cash earnings a more appropriate measure of financial performance.  It adjusts the reported profit result for material items that do not reflect cash flows available to ordinary shareholders, including: amortisation of goodwill and distributions paid on hybrid equity. The cash earnings measure also eliminates the pre-tax impact of the hedge related to our latest hybrid capital instrument, US$525 million Trust Preferred Securities 2004 (TPS 2004(1)) as the hybrid instrument itself is not revalued.

2.1.1                     KEY FINANCIAL DATA

Notes explained on page 6.

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2.2                               SUMMARY FINANCIAL POSITION

2.2.1                     KEY FINANCIAL DATA

Notes explained on page 6.

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2.3                               BALANCED SCORECARD

Stakeholder Results

Shareholders

•                  2005 cash earnings per share, up 12% on 2004 (5 year compound annual growth of 11%);

•                  Economic profit up 17% on 2004 (5 year compound annual growth of 14%);

•                  Cash earnings return on equity at 21.4%, up from 20.7% in 2004 (5 year average 21%);

•                  Full year dividend of 100 cents, up 16% on 2004 (5 year compound annual growth of 13%); and

•                  Announced a structured off market buy-back of approximately $700 million.

Customers

•                  The percentage of Australian customers(4) who are very or fairly satisfied:

•                  Consumer: 71%, up 2 percentage points on September 2004;

•                  Small and Medium Enterprises: 67%, up 4 percentage points on September 2004; and

•                  Priority and Middle Market: 75%, up 7 percentage points on September 2004.

•                  The percentage of New Zealand customers who rate our service as either excellent or very good:

•                  Consumer: 59%(5), up 4 percentage points on September 2004;

•                  High value customer: 66%(5) , up 5 percentage points on June 2004; and

•                  Branch: 74%(5), up 7 percentage points on September 2004.

•                  The percentage of Institutional Bank customers who list Westpac as their lead bank:

•                  Australia: 42%(6), up 5 percentage points on 2004; and

•                  New Zealand: 34%(6), up 5 percentage points on 2004.

Staff

•                  Employee commitment at 69%(7) at September 2005 compared with 68%(7) at 30 September 2004.  This also represents an increase of 13% over the last 5 years.

Corporate Sustainability

•                  The Dow Jones Sustainability Index 2005-2006: No. 1 rating for banks globally for the fourth consecutive year;

•                  Governance Metrics International Global Corporate Governance Ratings September 2005: one of only 2 Australian companies and only bank globally to receive a top score of 10.0, ranked against some 3,200 companies globally - the fourth such consecutive rating; and

•                  RepuTex Social Responsibility Ratings November 2004: For the second consecutive year, number one company overall, ranked against Australia’s top 100 companies and the only company to receive an AAA rating.

Notes explained on page 6.

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Notes to sections 2.1, 2.2, 2.3 and 3.2

(1)  Cash earnings removes the TPS 2004 revaluation from net profit.  The accounting treatment for the structure causes a change in reported earnings but has no economic impact on the Group.  More specifically, a NZ$/US$ cross currency swap, as part of the TPS 2004 structure, is reported on a market value basis while the underlying equity instrument is reported at historic exchange rates.  The impact of this change is that non-interest income in the current year includes a $25 million unrealised loss associated with the revaluation of the NZ$/US$ cross currency swap.  The revaluation of the NZ$/US$ cross currency swap was undertaken at the NZ$/US$ exchange rate of 0.6927 on 30 September 2005. Accordingly, to ensure cash earnings accurately reflect earnings available to shareholders, $25 million is added back to net profit.

Post implementation of International Financial Reporting Standards (IFRS), TPS 2004 will be classified as debt and the revaluation of the debt and the swap will then offset. With a consistent accounting treatment through the structure there will be no adverse earnings impact post IFRS.

(2)  Westpac consolidates certain Managed Investment Schemes where the statutory funds within Westpac Life Insurance Services Limited and BT Life Limited demonstrate a capacity to control these schemes. The effect on earnings for the year ended 30 September 2005 comprises: $94 million non-interest income; $4 million operating expenses and $90 million net profit attributable to outside equity interests. The effect on earnings for the year ended 30 September 2004 includes: $33 million non-interest income; $3 million operating expenses and $30 million net profit attributable to outside equity interests.  There is no impact on net profit attributable to equity holders or cash earnings.  Refer section 9 Earnings reconciliation.

The effect on Westpac’s statement of financial position as at 30 September 2005 includes: $827 million in assets, $1 million in other liabilities and $826 million in outside equity interests. The statement of financial position as at 30 September 2004 includes: $1,409 million in assets, $1 million in other liabilities and $1,408 million in outside equity interests.

(3)  Net interest spread and margins are calculated on net interest income adjusted for tax equivalent gross up of $183 million in the twelve months to 30 September 2005 ($119 million in the first half and $64 million in the second half) and $222 million in the twelve months to 30 September 2004. We have entered into various tax effective financing transactions that derive income subject to a reduced rate of income tax. To provide comparability, this income is presented on a tax equivalent basis for margin calculations. In the presentation of the average balance sheet, net interest spread and net interest margin are also presented on a tax equivalent basis. Refer section 5.5, Note 3 Average Balance Sheet and Interest Rates, for a reconciliation of net interest income used in the calculation of net interest spread and net interest margins.

(4)  Consumer: Roy Morgan Research; Business: Taylor Nelson Sofres. Data based on rolling twelve month average. Consumer satisfaction (consumers aged 14+ who regard Westpac as their main financial institution) for the period ended
August 2005.  Business satisfaction for the period ended September 2005.

(5)  ACNielsen.  Four quarter rolling average.

(6)  Peter Lee Associates 2004-2005 Corporate and Institutional Banking Survey.

(7)  Westpac Staff Perspectives Survey.

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3.1                               SUMMARY

2005 Earnings

In 2005 we delivered a very credible financial performance with a record net profit attributable to equity holders of $2,818 million, up 11% on the twelve months to 30 September 2004.  Cash earnings attributable to ordinary shareholders increased 12% to $2,874 million and cash earnings per share also increased 12%.

Momentum was strong in the second half with cash earnings attributable to ordinary shareholders up 8% on the first half.

All operating business units contributed to the growth with BT Financial Group (BTFG) and Business and Consumer Banking (BCB) increasing cash earnings by 48% and 15% respectively.

This was a revenue led result with a 10% uplift in revenues over the year.  By holding cost growth to just 4% we leveraged our revenue performance to deliver a double digit improvement in all key earnings measures. This was evident in underlying earnings which increased 16% over the year.

With the credit environment continuing to be favourable, bad debt costs also contributed to the rise in cash earnings over the year, our bad debt charge easing $32 million or 8%.

The rise in tax charges for the year reflects the growth in underlying earnings, the end to the concessional tax treatment for the BTFG Life Insurance business, additional tax provisions booked during the year to recognise tax risk from increased scrutiny by tax authorities globally and in recognition of prior period adjustments.

Key features of our result compared to 2004 are:

•                 Operating income up 10%;

•                 Group net interest margin down 3 basis points from September 2004 to 2.50%;

•                 Operating expenses up 4%;

•                 Group expense to income ratio down 260 basis points to 46.6%;

•                 Banking(1) expense to income ratio down 210 basis points to 46.1%;

•                 Bad debts charge to average gross loans and acceptances down 4 basis points to 19 basis points;

•                 Impaired assets to gross loans and acceptances of 0.2%, down from 0.4% at 30 September 2004; and

•                 Group Tier 1 ratio up 30 basis points to 7.2% and Adjusted Common Equity Ratio up 60 basis points to 5.4%.

(1)          The banking group comprises Business and Consumer Banking, Westpac Institutional Bank, the banking operations in New Zealand, Pacific Banking and the Group Business Unit segment.

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Shareholder Returns

Returns to shareholders over the year have been strong with economic profit rising 17% and the cash earnings return on equity maintained at 21% and at the upper end of the major bank sector.  Economic profit growth exceeded growth in cash earnings principally due to the 16% increase in dividends over the year with a consequent rise in franking credits distributed.

Over the past 5 years economic profit has increased at a compound annual growth rate of 14% while our cash earnings return on equity has averaged 21% for the same period.

The Directors have determined to pay a fully franked final dividend of 51 cents per ordinary share, an increase of 7 cents (16%) over the final fully franked dividend in 2004. The total dividend to be paid for 2005 is 100 cents fully franked, an increase of 16% on 2004. The increase in dividends results in the 2005 dividend payout ratio improving by 2 percentage points on 2004 to 64%.

A highlight of the result has been the significant capital surplus generated over the year.  This has enabled us to fund the 16% increase in dividends and has led to a further increase in our key capital ratios which remain comfortably above our target ranges.  Based on the mid point of our target Adjusted Common Equity range Westpac had over $1.1 billion of surplus capital at 30 September 2005.

Given this level of surplus, and greater clarity around our capital needs associated with the introduction of IFRS (and allowing for capital to support additional earnings volatility), the Board has decided to return part of this surplus to shareholders by way of a structured off-market buy-back of approximately $700 million(1). The Board considered various ways to return surplus capital to shareholders and determined that an off-market buy-back is in the best interests of Westpac as a whole as it offers benefits to both participating and non-participating shareholders.  A buy-back of shares will address the cash earnings per share dilution resulting from an increasing share count and, compared to an on market buy-back, an off-market buy-back will enable a higher number of shares to be repurchased over a shorter period of time.  Further information on our capital position is included in section 3.4.

(1)          The buy-back is not available to any person who is in the United States, Canada or Japan or any United States person or a resident of Canada or Japan.  In addition, American Depository Receipts and restricted shares may not be tendered into the buy-back.

(2)          Cash earnings Return on Ordinary Equity (ROE) is the return delivered to ordinary shareholders. It is calculated by dividing cash earnings by average ordinary equity, adjusted for the average balance of accumulated amortised goodwill and the average estimated final dividend net of the estimated dividend reinvestment.

(3)          Reported cash earnings adjusted for non-recurring significant items.

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Business Unit Summary

All our operating business units contributed to the Group’s improved performance over the year with particularly strong contributions from our Australian retail operations (BCB) and our Australian wealth management operations (BTFG).

Business unit highlights include:

•                 Our Australian retail banking franchise, BCB, generated cash earnings growth of 15% on 2004. Sound revenue growth, driven by minimal margin erosion on more moderate balance sheet growth, was achieved despite a more competitive operating environment. Even with increased investment in the franchise, particularly in new customer facing roles, expense growth was contained to 4%.  Continued favourable bad debt conditions also assisted earnings growth;

•                 Westpac’s Institutional Bank (WIB) generated core earnings growth of 11%, although a turnaround in bad debt charges over the year (from a net write-back in 2004 to a charge in 2005) led to cash earnings increasing only 5%.  Underlying performance was driven by a 7% improvement in customer revenues, improved transactional banking revenues and a significant increase in foreign exchange earnings.  The highlight for WIB for the year was regaining its position as the number 1 lead bank(2) in the Australian market;

•                 Our New Zealand retail operations achieved significant growth over the year with total lending (in NZ$) rising 14%.  Despite this growth, the competitiveness of the New Zealand market has impacted margins leading to overall growth in cash earnings of 7% (NZ$) for the year.  A lower bad debt charge for the year also contributed to the bottom line;

•                 BTFG, our Australian wealth management business, had an outstanding year with cash earnings increasing 48%.  BTFG has continued to make excellent gains in Funds Under Administration, growing 39% while favourable claims experience have assisted our life insurance operations. In addition to strong equity markets, Funds Under Management growth is benefiting from the consistent, top quartile investment management performance achieved in key funds;

•                 Pacific Banking cash earnings increased by 13% over the year despite more challenging operating conditions.  A strong second half performance from improved non-interest income and a pick-up in commercial lending assisted the result; and

•                 The Group Business Unit(1) recorded a decrease in cash earnings of $24 million over 2004 as profits from property sales fell and centrally held tax charges increased in 2005.

(1)         The Group Business Unit segment includes the results of Group Treasury and the Corporate Centre, as well as certain accounting entries to facilitate the presentation of the performance of our operating businesses.

(2)         Peter Lee Associates 2004-2005 Corporate and Institutional Banking Survey.

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Epic Energy

In June 2004 Westpac, through its Hastings Funds Management subsidiary, acquired a 100% interest in a group of companies holding natural gas pipeline assets (Epic) via a trust structure. Epic was sold in December 2004. In the period in which the assets were held Westpac consolidated the entities within the Group accounts.  While the overall impact on cash earnings from the consolidation was modest, it impacted the components of the profit and loss statements and apparent growth rates achieved over the year.  A detailed break-down of the impact of Epic is provided in section 3.2.

Hastings

From 1 July 2005 100% of the results of Hastings Funds Management Limited (Hastings) have been included as profit attributable to equity holders of Westpac Banking Corporation, the effective date of acquiring the 49% of Hastings not previously held by Westpac.  At 30 September 2005 the consideration of $86 million was recognised as a payable that will be settled by the payment of cash and issue of ordinary shares prior to 30 November 2005.

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3.2                            REVIEW OF EARNINGS

Net operating income – up $795 million (10%) on 2004

Net operating income includes items and accounting treatments, which either do not impact cash earnings or are considered non-core (Epic).  The net impact of these items led to a reduction in 2004 operating income of $209 million and a reduction in 2005 net operating income of $281 million.  After adjusting for these items, net operating income increased 9%.

Net interest income – up $490 million (10%) on 2004

In 2005 we grew our core net interest income 11%.  Behind this improvement was an 11% rise in average net loans and acceptances and a 7% rise in average deposits.  Net interest margins were 3 basis points lower over the year.

Volume

Full Year

Growth in average net loans and acceptances of 11% was higher than absolute growth in loans and acceptances of 7% principally due to:

•                 Very strong lending growth in the latter months of 2004 financial year;

•                 The run-down of the NZ structured finance portfolio of $3 billion in the June quarter 2005; and

•                 The securitisation of $2 billion in mortgages in January 2005.

Growth in absolute Australian net loans and acceptances was 8% (9% adjusted for securitisation). This compares to system credit growth of 13%(3).  As a result, our total credit market share declined 60 basis points to 12.7% at 30 September 2005.

(1),(2)        Notes explained on page 6.

(3)                            RBA September 2005.

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Total New Zealand, net loans and acceptances increased by 5% (NZ$ terms).  Increases in our New Zealand Business Unit of 14% (NZ$ terms) compared to New Zealand private sector credit growth of 16%(1).  These were partially offset by the run-off in the New Zealand Structured Finance portfolio (including WIB) during the year.

Key loan and acceptance growth drivers include:

•                 BCB increased loans and acceptances 8%.  Growth over the year was below market, due to sub optimal sales force effectiveness and the impact of systems roll out issues, particularly in the first half of the year;

•                 WIB, net loans and acceptances fell 2%. Adjusting for the run-down in the NZ structured finance portfolio growth was 10% and more representative of underlying business growth.  Virtually all of the Institutional Bank’s lending growth was recorded in the first half of the year;

•                 New Zealand lending increased by 14% (in NZ$ terms) and by 11% in A$.  New Zealand housing lending increased 13% while business lending increased by a strong 19%; and

•                 BTFG achieved significant growth in its margin lending portfolio capitalising on demand created from strong equity markets.

Loans(2)

(1)          RBNZ twelve months to September 2005.

(2)          Net loans and acceptances.

(3)          New Zealand comprises our New Zealand retail banking operations and wealth management businesses.

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Absolute deposit growth across the Group increased 2% over the year with a 7% increase in customer deposits offset by a 14% decline in wholesale certificates of deposit.  The growth in customer deposits arose from our retail operations and is consistent with growth in average deposits of 7% across the year.

In Australia, strong deposit growth was primarily due to the introduction of our high interest on-line savings account in October 2004.  The introduction of this account has led to balances in cash management style accounts increasing $5 billion over the year.  The relaunching of our transaction account ‘Westpac One’ also assisted growth.  Growth in other transaction accounts and term deposits was relatively flat over the year.  Growth in Australian retail deposits of 11% was broadly in line with system growth for the year.

In New Zealand, the launch of a new on-line savings account was a key driver of the 7% growth achieved over the year.  This compares to growth in the overall New Zealand system deposits of 5%(1).

Deposits from WIB customers are predominantly capital markets balances (overnight and 11am cash deposits) and have remained stable over the year.

Deposits