**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 40-F**

(Check One)

**o**                                 Registrationstatement pursuant to Section 12 of the Securities Exchange Act of 1934

or

**x**                              Annualreport pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

**For the fiscalyear ended  12/31/06                 CommissionFile Number  1-32368**

**Queenstake Resources Ltd.**(Exact Name of Registrant as Specified in its Charter)

**BritishColumbia, Canada**(Province or Other Jurisdiction of Incorporation orOrganization)

**999 - 18thStreet, Suite 2940Denver, Colorado 80202(303) 297-1557**(Address and Telephone Number of Registrant’s Principal Executive Offices)

**Susan K.Shapiro, Esq.Burns & Levinson LLP125 Summer Street, Boston, MA 02110(617) 345-3000**(Name, Address and Telephone Number of Agent for Service in the United States)

Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:
| ** ** | Title of Each Class              | ** ** | **Name of Each Exchange on Which Registered** | ** ** |
|------------|----------------------------------|------------|-----------------------------------------------|------------|
|       | Common Shares  without Par Value |       | American Stock  Exchange                      |       |

 

Securitiesregistered or to be registered pursuant to Section 12(g) of the Act:

**None**(Title of Class)

Securities forwhich there is a reporting obligation pursuant to Section 15(d) of the Act:

**N/A**(Title of Class)

For annual reports,indicate by check mark the information filed with this Form:

x Annualinformation form                               xAudited annual financial statements

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report:

583,706,000 CommonShares without Par Value

Indicate by checkmark whether the Registrant by filing the information contained in this Form isalso thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)under the Securities Exchange Act of 1934 (the “Exchange Act”).  If “Yes” is marked, indicate the filingnumber assigned to the Registrant in connection with such Rule.

YES o                    NOx

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the preceding 12 months (or forsuch shorter period that the Registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days.

YES x                   NO o

 

 

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**CAUTIONARY NOTE REGARDINGFORWARD-LOOKING STATEMENTS**

Certain statementscontained in this Annual Report on Form 40-F of Queenstake Resources Ltd. (the “Company”)and the Exhibits included herein may constitute “forward-looking statements”within the meaning of Section 21E of the Securities Exchange Act of the UnitedStates.  Forward-looking statementsinclude, but are not limited to, statements with respect to anticipatedcommencement dates of mining or metal production operations, projectedquantities of future metal production, anticipated production rates and minelife, operating efficiencies, costs and expenditures and conversion of mineralresources to reserves.  In certain cases,forward-looking statements can be identified by the use of words such as “could”,“expect”, “believe”, “will”, “estimate”, “anticipate”, “project” and similarexpressions and statements relating to matters that are not historicalfacts.  Forward-looking statementsinclude, without limitation, (i) estimates and projections of future goldproduction and cash operating costs, (ii) estimates of savings, cost reductionsand mill refurbishment and maintenance costs, (iii) estimates related tofinancial performance, including cash flow, capital expenditures, explorationand administrative costs, (iv) estimates and projections of mineral reservesand resources, (v) estimates and opinions regarding geologic and mineralizationinterpretation, (vi) estimates of exploration investment, scope of explorationprograms and timing of project advancement, commencement of production andavailability of drills and other equipment, (vii) estimates of reclamation andclosure costs, and(viii) ** **statements relating to the proposedcombination of the Company and YGC Resources Ltd.  Forward-looking statements are subject torisks, uncertainties and other factors, including gold and other commodityprice volatility, political and operational risks, mine development, productionand cost estimate risks, risks relating to the proposed combination of theCompany and YGC Resources Ltd. and other risks, including those describedunder the heading “Risk Factors” in the Renewal Annual Information Form and inthe Management’s Discussion and Analysis, included herein as Exhibits 1 and 3,respectively, which may cause the actual results, performance or achievementsof the Company to be materially different from any future results, performanceor achievements expressed or implied by such forward-looking statements.  Although the Company has attempted toidentify important factors that could cause actual actions, events or resultsto differ materially from those described in forward-looking statements, theremay be other factors that cause actions, events or results not to be asanticipated, estimated or intended. There can be no assurance that forward-looking statements will prove tobe accurate, as actual results and future events could differ materially fromthose anticipated in such statements. Accordingly, readers should not place undue reliance on forward-lookingstatements.  The Company undertakes noobligation to publicly update or revise any forward-looking statements, whetheras a result of new information, future events or otherwise.

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#### **RESERVE AND RESOURCE ESTIMATES**

***Proven and Probable Reserves*.**  The estimates of proven and probable mineralreserves incorporated by reference in this Annual Report on Form 40-F have beenprepared in accordance with National Instrument 43-101 of the CanadianSecurities Administrators (NI 43-101). The definitions of proven and probable reserves used in NI 43-101 differfrom the definitions in Industry Guide 7 or the U.S. Securities and ExchangeCommission (SEC).  Accordingly, theCompany’s disclosure of mineral reserves in this Annual Report may not becomparable to information from U.S. companies subject to the SEC’s reportingand disclosure requirements.

***Measured and Indicated Resources.*** This Annual Report uses the terms “measuredand indicated resources”.  The Companyadvises U.S. investors that while these terms are recognized and required byCanadian regulations, the SEC does not recognize them.  U.S. investors are cautioned not to assumethat any part or all of mineral deposits in these categories will ever beconverted into reserves.  Mineralresources that are not “mineral reserves” do not have demonstrated economicviability.

***Inferred Resources:* **This Annual Report uses the term “inferredresources”.  The Company advises U.S.investors that while this term is recognized and required by Canadianregulations, the SEC does not recognize it. “Inferred resources” have a great amount of uncertainty as to theirexistence, and great uncertainty as to their economic and legalfeasibility.  It cannot be assumed thatall or any part of an inferred mineral resource will ever be upgraded to ahigher category.  Under Canadian rules,estimates of inferred mineral resources may not form the basis of feasibilityor prefeasibility studies, except in rare cases.  U.S. investors are cautioned not to assumethat any part or all of an inferred resource exists or is economically orlegally mineable.

For furtherinformation, please refer to the definitions of reserves and resources anddiscussion under the heading “Risk Factors” in the Renewal Annual InformationForm and in the Management’s Discussion and Analysis, included herein asExhibits 1 and 3, respectively.

**CURRENCY**

Unless otherwiseindicated, all dollar amounts in the Annual Report on Form 40-F are expressedin United States dollars.

**ANNUALINFORMATION FORM**

The Renewal AnnualInformation Form of the Company for the year ended December 31, 2006 isincluded herein as Exhibit 1.

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**AUDITEDANNUAL FINANCIAL STATEMENTS AND**

**MANAGEMENT’SDISCUSSION AND ANALYSIS**

*AuditedAnnual Financial Statements*

The Company’saudited consolidated financial statements for the years ended December 31, 2006,including the independent auditors’ report thereon dated March 29, 2007, andfor the years ended December 31, 2005 and 2004, including the independentauditors’ report thereon dated March 13, 2006, except as to Note 24,which is as of March 30, 2006, are included herein as Exhibit 2.  Please refer to Note 24 to the auditedconsolidated financial statements for a reconciliation of the differencesbetween Canadian and United States Generally Accepted Accounting Principles.

*Management’sDiscussion and Analysis of Financial Condition and Results of Operations*

The Company’sManagement’s Discussion and Analysis of Financial Condition and Results ofOperations for the year ended December 31, 2006 is included herein as Exhibit3.

#### **CONTROLS AND PROCEDURES**

**A.            Evaluation of Disclosure Controlsand Procedures**

As of December 31,2006, an evaluation was carried out by the Company’s Chief Executive Officerand Chief Financial Officer, of the effectiveness of the Company’s disclosurecontrols and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under theSecurities Exchange Act of 1934, as amended). Based on that evaluation, the Company’s Chief Executive Officer andChief Financial Officer concluded that the disclosure controls and procedureswere effective to ensure that information required to be disclosed by theCompany in reports that it files or submits under the Exchange Act is (i)accumulated and communicated to the Company’s management, including its ChiefExecutive Officer and Chief Financial Officer, to allow timely decisionsregarding required disclosure, and (ii) recorded, processed, summarized andreported within the time periods specified in Securities and ExchangeCommission rules and forms.

**B.            Management’s Annual Report onInternal Control over Financial Reporting**

The Company’smanagement is responsible for establishing and maintaining adequate internalcontrol over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f)and Rule 15d-15(f) promulgated under the Securities Exchange Act of 1934 as aprocess designed by, or under the supervision of, the Company’s principalexecutive and principal financial officers and effected by the Company’s Boardof Directors, management and other personnel, to provide reasonable 

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assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples.  The Company’s internalcontrol over financial reporting includes those policies and procedures that:

·  pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the Company;

·  provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts andexpenditures of the Company are being made only in accordance with authorizationsof management and directors of the Company; and

·  provide reasonable assurance regardingprevention or timely detections of unauthorized acquisition, use or dispositionof the Company’s assets that could have a material effect on the financial statements.

The Company’s management assessed the effectiveness ofthe Company’s internal control over financial reporting as of December 31,2006.  In making this assessment, it usedthe criteria set forth in the Internal Control-Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission (COSO).

During the course of evaluating controls andprocedures relating to financial reporting, management identified and correcteda material weakness in internal controls where the review, approval and qualitycontrol of critical financial accounting spreadsheets were not effective.  Additional controls and procedures tostrengthen internal controls in this area were implemented by the Company toprevent a similar material error from occurring in the future.

Based on the Company’s evaluation under the COSOframework, except for the material weakness noted above, which has beenremediated, we have concluded that, as of December 31, 2006, the Company’sinternal control over financial reporting is effective.

This annual report does not include an attestationreport of the Company’s registered public accounting firm regarding internalcontrol over financial reporting. Management’s report was not subject to attestation by the Company’sregistered public accounting firm pursuant to temporary rules of the Securitiesand Exchange Commission that permit the Company to provide only management’sreport in this annual report.

**C.            Changes in Internal Control overFinancial Reporting**

During the fiscalyear ended December 31, 2006, there were no changes in the Company’s internalcontrol over financial reporting that have materially affected, or arereasonably likely to materially affect, the Company’s internal control overfinancial reporting.

**NOTICES PURSUANT TO REGULATION BTR**

None.

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**AUDITCOMMITTEE**

*Identificationof Audit Committee; Independence*

The Company has anAudit Committee established by the Board of Directors for the purpose ofoverseeing the accounting and financial reporting processes of the Company andaudits of the financial statements of the Company, in accordance with Section3(a)(58)(A) of the Exchange Act.  Themembers of the Audit Committee are John W.W. Hick, Peter Bojtos and DorisMeyer.  Each of Mr. Hick and Mr. Bojtosis “independent” as that term is defined under the rules of the American StockExchange (the “AMEX”), but Ms. Meyer is not considered “independent” under AMEXrules.  Please see below for a discussionof Ms. Meyer’s status under AMEX listing standards applicable to members ofaudit committees.

*AuditCommittee Financial Expert*

TheBoard has designated John W.W. Hick as the “Audit Committee Financial Expert”as that term is defined under Section 407 of the Sarbanes-Oxley Act of 2002.

*Exemption from Listing Standards forAudit Committees*

Doris Meyer is “independent”within the meaning of Rule 10A-3(b)(1) under the Securities Exchange Act of1934 (the “Exchange Act”) but is not “independent” within the meaning ofSection 121A of the AMEX Company Guide because she was employed by the Companyduring the past three years.  Until herresignation as an employee of the Company in May 2004, she was an executiveofficer of the Company, most recently as Vice President Finance and CorporateSecretary.  With permission of the AMEX,the Company is currently relying on the exemption to AMEX Audit Committeecomposition requirements pursuant to Section 121B(2)(b) of the AMEX CompanyGuide in view of the “exceptional and limited circumstances” relating to Ms.Meyer’s service on the Audit Committee.

The Company’sBoard of Directors has determined that Ms. Meyer’s membership on the AuditCommittee was and is required by the best interests of the Company and itsshareholders because of her qualifications as a Certified General Accountantand because she has considerable experience in the provision of financial andcorporate compliance services to publicly-traded mining companies.  As well, she is a member of the Associationsof the Certified General Accountants of British Columbia and Canada.  It is difficult to find individuals with therequired skills and knowledge to serve on audit committees, and Ms. Meyer’saccounting, corporate and financial experience is very important to the Company’sAudit Committee in order to fulfill its mandate of overseeing the accountingand financial reporting processes of the Company and the audits of the Company’sfinancial statements.

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In accordance withthe requirements for reliance on the exemption from AMEX listing standardsunder Section 121B(2)(b) of the AMEX Company Guide, Ms. Meyer is not a currentofficer or employee of the Company, nor is she an immediate family member ofany officer or employee of the Company. She is not the Chairman of the Audit Committee.

TheCompany does not believe that reliance on the foregoing exemption has or wouldmaterially affect the ability of the Audit Committee to act independently andotherwise to satisfy the requirements of Rule 10A-3 under the Exchange Act.

**CODE OFETHICS**

The Company has adopted a Code of Business Conduct andEthics that applies to all directors, officers and employees, including itsChief Executive Officer and Chief Financial Officer.  The Company will provide to any person,without charge, upon request, a copy of the Code.  A person may request a copy by telephoningthe Company at (303) 297-1557, or by writing to the Company at 999 - 18thStreet, Suite 2940, Denver, Colorado 80202.

**PRINCIPAL ACCOUNTANT FEES ANDSERVICES**

The aggregate amounts billed by PricewaterhouseCoopersLLP and the predecessor auditors, Staley, Okada & Partners, CharteredAccountants (“Staley Okada”) to the Company for each of the fiscal years endedDecember 31, 2006 and 2005 for audit fees, audit-related fees, tax fees and allother fees are set forth below:
| ** **              | ** ** | **Year Ended  December 31, 2006** | ** ** | **Year Ended  December 31, 2005** | ** ** |
|-------------------------|------------|--------------------------------------------------|------------|--------------------------------------------------|------------|
| Audit Fees (1)          |       | $                                                | 215,308    |                                             | $          | 204,859 |   |
| Audit-Related  Fees (2) |       | 0                                                |       | 0                                                |       |
| Tax Fees (3)            |       | 22,086                                           |       | 27,659                                           |       |
| All Other Fees  (4)     |       | 0                                                |       | 0                                                |       |
| Totals                  |       | $                                                | 237,394    |                                             | $          | 232,518 |   |

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NOTES:

(1)  “Audit Fees” represent fees for the audit ofthe Company’s annual financial statements, review of the Company’s interimfinancial statements and review in connection with the Company’s statutory andregulatory filings.

(2)  “Audit-Related Fees” represent fees forassurance and related services reasonably related to the performance of anaudit, and not included under “Audit Fees”.

(3)  “Tax Fees” represent fees for taxcompliance,  tax advice and tax planningservices.

(4)  Fees for services other than disclosed in anyother column.  Except as noted above,there were no other fees billed to the Company for each of the last two fiscalyears ended December 31, 2006 and 2005 by Staley Okada or its successorPricewaterhouseCoopers LLP.

EffectiveSeptember 19, 2006, theCompany appointed PricewaterhouseCoopers LLP, Chartered Accountants as itsindependent registered auditor following a transaction in which Staley Okada joinedtheir practice with PricewaterhouseCoopers LLP Chartered Accountants.

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The AuditCommittee has adopted specific policies and procedures for the engagement ofnon-audit services.  Pursuant to itsCharter, the Audit Committee is required to pre-approve all auditing servicesand related fees and the terms thereof, including the scope of the auditors’audit examination plan, procedures and timing of the audit, and pre-approve anynon-audit services (i.e., any services provided other than in connection withthe audit or review of financial statements) to be rendered by the Company’sauditors, including the terms thereof, and the fees to be paid in connectiontherewith.  The Committee may delegate toone or more members of the Committee the authority to pre-approve services tobe provided by the auditors.  Any suchpre-approval by one or more members of the Committee must be reported to thefull Committee at the next scheduled meeting. The pre-approval of auditing and non-auditing services can be done withinput from, but no delegation of authority to, management.  All of the engagements and fees for 2006 werepre-approved by the Audit Committee.

**OFF-BALANCESHEET ARRANGEMENTS**

The Company has nooff-balance sheet arrangements required to be disclosed in this Annual Reporton Form 40-F.

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**TABULARDISCLOSURE OF CONTRACTUAL OBLIGATIONS**
| ** **                                  | ** ** | **Payments due by period** | ** ** |
|---------------------------------------------|------------|-------------------------------------------|------------|
| **(In millions of dollars)** | ** ** | **Total**                                 | ** ** | **Less than 1  year** | ** ** | **1 -3 years** | ** ** | **4 - 5 years** | ** ** | **More than  5 years** | ** ** |
| Capital lease  obligations                  |       | **$**                                     | **3.3**    |   | $ | 1.2 |   | $ | 1.8 |   | $ | 0.3 |   | $ | — |   |
| Operating leases                            |       | **0.4**                                   |       | 0.2 |   | 0.2 |   | — |   | — |   |
| Non-hedge  derivative financial instruments |       | **0.1**                                   |       | 0.1 |   | — |   | — |   | — |   |
| Total Material  Contractual Obligations     |       | **$**                                     | **3.8**    |   | $ | 1.5 |   | $ | 2.0 |   | $ | 0.3 |   | $  | — |   |

 

At the end of the third quarter, the Companyinstructed its financial advisors Blackmont Capital Inc. of Toronto to assistthe Company in evaluating and pursuing strategic alternatives regarding thelong-term value of Queenstake’s assets. As a result of this process, on March 16, 2007, the Company and YGCResources Ltd. (“YGC”) signed a definitive combination agreement to merge thecompanies to form Yukon-Nevada Gold Corporation.  Upon completion of the merger, the Company isobligated to pay Blackmont a success fee equal to 1.25 percent of thetransaction value.

**AMEX CORPORATE GOVERNANCE**

TheCompany’s common shares are listed on the American Stock Exchange (“AMEX”).  Section 110 of the AMEX company guide permitsAMEX to consider the laws, customs and practices of foreign issuers in relaxingcertain AMEX listing criteria, and to grant exemptions from AMEX listingcriteria based on these considerations. A company seeking relief under these provisions is required to providewritten certification from independent local counsel that the non-complyingpractice is not prohibited by home country law. A description of the significant ways in which the Company’s governancepractices differ from those followed by domestic companies pursuant to AMEXstandards is contained on the Company’s website at www.queenstake.com.

**UNDERTAKING AND CONSENT TO SERVICE OFPROCESS**

**A.            Undertaking**

The Registrantundertakes to make available, in person or by telephone, representatives to respondto inquiries made by the Commission staff, and to furnish promptly, whenrequested to do so by the Commission staff, information relating to:  the securities registered pursuant to Form 40-F;the securities in relation to which the obligation to file an annual report onForm 40-F arises; or transactions in said securities.

**B.            Consent to Service of Process**

The Registrant haspreviously filed with the Commission a written irrevocable consent and power ofattorney on Form F-X in connection with the filing of its Annual Report on Form40-F for the year ended December 31, 2006.

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**EXHIBITS**
|        |   | The following exhibits are filed as part of this  report:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.     |   | Renewal Annual Information Form for the year ended  December 31, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.     |   | Audited Consolidated Financial Statements for the  years ended December 31, 2006, together with the independent auditors’ report  thereon dated March 29, 2007 issued by PricewaterhouseCoopers LLP, and audited  Consolidated Financial Statements for the years ended December 31, 2005  and 2004, together with the independent auditors’ report thereon dated March 13,  2006, except as to Note 24 which is as of March 30, 2006 issued by  Staley Okada (Note 24 to the audited consolidated financial statements  relates to differences between Canadian and United States Generally Accepted  Accounting Principles) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.     |   | Management’s Discussion and Analysis of Financial  Condition and Results of Operations for the year ended December 31, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.1    |   | Consent of PricewaterhouseCoopers LLP, Chartered  Accountants, registered public accounting firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.2    |   | Consent of Staley, Okada & Partners, Chartered  Accountants, registered public accounting firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.1    |   | Consent of SRK Consulting (U.S.), Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.2    |   | Consent of Landy Stinnet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.3    |   | Consent of Dorian L. (Dusty) Nicol                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.4    |   | Consent of Robert Todd                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.5    |   | Consent of Donald G. Colli                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1   |   | Certification of Chief Executive Officer Pursuant to  Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.2   |   | Certification of Chief Financial Officer Pursuant to  Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.1   |   | Certification of Chief Executive Officer Pursuant to  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.2   |   | Certification of Chief Financial Officer Pursuant to  18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

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**SIGNATURES**

Pursuant to therequirements of the Exchange Act, the Registrant certifies that it meets all ofthe requirements for filing on Form 40-F and has duly caused this annual reportto be signed on its behalf by the undersigned, thereunto duly authorized.
|        |                   | QUEENSTAKE RESOURCES LTD. |
|--------|------------------------|---------------------------|
|   |                   | Registrant                |
|   |                   |                      |
|   |                   |                      |
|   |                   |                      |
|   |                   | By:                       |   | /s/ Dorian L. Nicol |
|   |                   |                      |   | Name: Dorian L. (Dusty) Nicol |
|   |                   |                      |   | Title:   President and Chief  Executive Officer |
|   |                   |                      |   |   |
|   |                   |                      |   |   |
|   |                   |                      |   |   |
| Date:  |   March 29,  2007 |                      |   |   |   |   |
|        |                        |                           |  |  |  |  |  |

 

 

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