**Exhibit 31.2**

CERTIFICATION

I, Eric H. Edwards, certify that:

1.  I have reviewed this annual report on Form40-F of Queenstake Resources Ltd.;

2.  Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

3.  Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the company as of, and for, the periods presented in thisreport;

4.  The company’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the company’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d)Disclosed in this report any change in the company’s internal control overfinancial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materiallyaffect, the company’s internal control over financial reporting; and

5.  The company’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the company’s auditors and the audit committee of thecompany’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the company’s ability to record, process, summarize and reportfinancial information; and

(b)Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the company’s internal control over financialreporting.
| Date: March 29, 2007                                                 |
|----------------------------------------------------------------------|
|                                                                 |
|                                                                 |
| /s/ Eric H.  Edwards                                                 |   |
| Eric H. Edwards,  Vice President Finance and Chief Financial Officer |

 

 

----