[6] National Express successfully bid to take over the Bayside Trains services from 29 August 1999 beating competition from Connex, GB Railways and a Singapore MRT led consortium.

[12][13][14] In December 2002, National Express handed in its Victorian rail and tram franchises having been unable to renegotiate financial terms with the State Government who took over operations.

[21] M>Train operated the suburban rail services in the western, north-western, south-eastern, and southern suburbs running through North Melbourne and South Yarra stations.

These were the Werribee, Williamstown, Sydenham (now Sunbury), Broadmeadows (now Craigieburn), Upfield, Pakenham, Cranbourne, Frankston, Sandringham and Stony Point lines, in addition to maintaining the three underground City Loop stations.

[22][23] Until November 2003, M>Train also issued its own annual railway tickets, running in parallel and sold at a discount to those Metcard system, but only permitting travel on their half of the network.