The paper first reviews existing law and identifies the need for law reform. This discussion addresses the types of property that can be taken as security, kinds of security, the kinds of arrangements that can give rise to a security, whether property is already being used as security, and the priority the lender can get for the security against other lenders. The need for reform is noted in the inadequacy of the current law's dealing with these issues. Possession, registration, and their effects are critical issues that are not currently being addressed consistently. Investors will not take security if the existing law cannot guarantee their priority should the borrower default. The discussion of directions for reform examines personal property securities law reform in a number of overseas common law jurisdictions, notably the United States, Canada, the United Kingdom, and New Zealand. These countries have encountered similar problems and have devised similar solutions. The essence of all the reforms proposed or enacted in these jurisdictions involves the establishment of a single personal property securities regime to determine priorities and the use of a functional definition of a security. Under a functional approach, transactions come within the regime only if they are for a security purposes. Priority is given to the lender in the event of default by registering the security on the appropriate register or by taking possession of it. The proposals presented for Australian law reform involve the adoption of a single legal regime for all personal property securities that includes registration. The proposals focus on the types of property, the types of security, and the types of borrowing arrangements that will be subject to the proposed regime. The proposals also address the priority rules to be applied in the event that a number of securities are taken over the same piece of property. These are not final proposals, but rather are intended to stimulate comment and debate.