**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 20-F/A**

 

**(Mark One)**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT  TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF  1934**                             |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                        |
| **OR**     |
| ** ** | ** **                                                                                                                                        |
| **x**      | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended June  30, 2008** |
| ** ** | ** **                                                                                                                                        |
| **OR**     |
| ** ** | ** **                                                                                                                                        |
| **o**      | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                           |
| ** ** | ** **                                                                                                                                        |
| **OR**     |
| ** ** | ** **                                                                                                                                        |
| **o**      | **SHELL COMPANY REPORT PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                        |

 

Date of event requiringthis shell company report . . . . . . . . . . . . . . . . . . .

 

**For thetransition period from                      to                        **

 

Commission file number 000-29228

 
| **PROGEN  PHARMACEUTICALS LIMITED**                                                                                                                                                    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of  Registrant as specified in its charter)                                                                                                                                |
|                                                                                                                                                                                   |
| **Not  Applicable**                                                                                                                                                                    |
| (Translation of  Registrant’s name into English)                                                                                                                                  |
|                                                                                                                                                                                   |
| **Australia**                                                                                                                                                                          |
| (Jurisdiction of  incorporation or organization)                                                                                                                                       |
|                                                                                                                                                                                   |
| **16  Benson St, Toowong, Queensland 4066, Australia**                                                                                                                                 |
| (Address of  principal executive office)                                                                                                                                               |
|                                                                                                                                                                                   |
| **Mr.  Linton Burns, Chief Financial Officer,  Progen Pharmaceuticals Limited, 16 Benson St, Toowong, Queensland 4066,  Australia  Tel: +61 7 3842 3333,  Fax: +61 7 3720  9624** |
| (Name,  Telephone, E-mail and/or Facsimile number and Address of Company Contact  Person)                                                                                              |

 

Securities registered orto be registered pursuant to Section 12(b) of the Act.

 

| Title of each  class |   | Name of each  exchange on which registered |
|----------------------|--------|--------------------------------------------|
| None                 |   | None                                       |
|                 |   |                                       |

 

Securities registered orto be registered pursuant to Section 12(g) of the Act.

 
| **Ordinary  Shares**

**Warrants** |
|------------------------------------|
| (Title of Class)                   |
|                               |
| ** **                         |
| (Title of Class)                   |

 

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Securities for whichthere is a reporting obligation pursuant to Section 15(d) of the Act.

 
| **None**         |
|------------------|
| (Title of Class) |

 

Indicate the number ofoutstanding shares of each of the Registrant’s classes of capital or commonstock as of the close of the period covered by this annual report.
|   | Ordinary Shares: 60,393,891  (as of June 30, 2008) |
|--------|----------------------------------------------------|
|   | Warrants: 2,970,538 (as  of June 30, 2008)         |

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.

o Yes   xNo

 

If this report is anannual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.

o Yes   x No

 

Note — Checking the boxabove will not relieve any registrant required to file reports pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934 from their obligationsunder those Sections.

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

x Yes   oNo

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large  accelerated filer o |   | Accelerated  filer x |   | Non-accelerated  filer o |
|----------------------------|--------|----------------------|--------|--------------------------|

 

Indicate by check markwhich basis of accounting the registrant has used to prepare the financialstatements included in this filing:

 

| U.S. GAAP o |   | International  Financial Reporting Standards as issued  by the International Accounting Standards Board x |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has beenchecked in response to the previous question, indicate by check mark whichfinancial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

If this is an annualreport, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

(APPLICABLE ONLY TOISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check markwhether the registrant has filed all documents and reports required to be filedby Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.

o Yes   x No

 

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Explanatory Note

 

Exhibit 4(a)(1) of this Form 20-F/A for the fiscal year ended June 30,2008 has been amended because it was erroneously redacted and originally filedas so redacted.  The full text has nowbeen restored and Exhibit 4(a)(1) is filed hererwith.  This Form 20-F/A consists of a cover page,this explanatory note, a corrected Exhibit Index (Item 19), the correctedexhibit, a signature page and the principal executive and principal financialofficer certifications required to be filed as exhibits hereto.  This Form 20-F/A does not reflect eventsoccurring after the filing of the original Form 20-F, and does not modify orupdate the disclosures therein in any way other than as required to reflect theamendments described above and set forth below.

 

**PART III**

 

# **ITEM 19.****               EXHIBITS**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                                                                   |
|-------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |       |                                                                                                                                                                                                                                                              |
| 4(a)(1)                 |       | Agreement and Plan of Merger dated as of February 8, 2008 by and  among Progen Pharmaceuticals Limited, Progen Pharmaceuticals, Inc.,  CellGate, Inc. and Sprout Capital, L.P., as Representative (1)                                              |
| 4(a)(2)                 |       | Merger Implementation Agreement dated as of December 22, 2008  between Avexa Limited and Progen Pharmaceuticals Limited^                                                                                                                                     |
| 4(b)(iv)(2)             |       | 2005 Lease 16  Benson Street Toowong*                                                                                                                                                                                                                             |
|                    |       | 2008 Lease 16  Benson Street Toowong                                                                                                                                                                                                                              |
|                    |       | ASA Termination  Agreement#                                                                                                                                                                                                                                       |
|                    |       | Quintiles Master  Service Agreement#                                                                                                                                                                                                                              |
| 4(c)(2)                 |       | Employment  agreement dated August 5, 2004 between Progen Pharmaceuticals Limited  and Linton Burns*                                                                                                                                                         |
| 4(c)(3)                 |       | Progen  Pharmaceuticals Limited Directors and Employee Option Incentive Plan  Rules for the directors and employees incentive scheme approved by a  resolution of shareholders at the annual general meeting of the Company held  on November 30, 2004* |
| 12.1                    |       | Certification of  T. Justus Homburg under Rule 13a-14(a) (1)                                                                                                                                                                                            |
| 12.2                    |       | Certification of  Linton W. P. Burns under Rule 13a-14(a) (1)                                                                                                                                                                                           |
| 13                      |       | Certification of  T. Justus Homburg and Linton W. P. Burns under Section 1350 of Chapter  63 of Title 18 of the United States Code (1)                                                                                                                       |
| 15.1                    |       | Consent of  Independent Registered Public Accounting Firm                                                                                                                                                                                                         |

 

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*              Incorporated by referenceto exhibits filed with the Annual Report on Form 20-F, filed on December 20,2004.

 

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#              Incorporated byreference to exhibits filed with the Annual Report on Form 20-F, filed on December 18,2007.

^              Incorporated byreference to the exhibit filed on Form 6-K dated December 22, 2008.

(1)           Filedherewith.

 

**SIGNATURES**

 

The registrant hereby certifies that it meets all ofthe requirements for filing on Form 20-F/A and that it has duly caused andauthorized the undersigned to sign this annual report on its behalf.

 
|   | **PROGEN PHARMACEUTICALS LIMITED** |
|--------|------------------------------------|
|   |                               |   |
|   | By:                                | /s/ T. Justus Homburg |
|   | T. Justus  Homburg                 |
|   | Managing  Director                 |

 

Dated:  January 13, 2009

 

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