**EXHIBIT12.2**

 

**CERTIFICATIONS**

 

I, Linton W. P.Burns, certify that:

 

1.             Ihave reviewed this annual report on Form 20-F of Progen PharmaceuticalsLimited;

 

2.             Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the periods presented in this report; and

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the company as of, and for,the periods presented in this report;

 

4.             Thecompany’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rule 13a-15(e) and 15d-15(e)) for the company and have:

 

(a)           Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b)           Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting standards;

 

(c)           Evaluatedthe effectiveness of the company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

(d)           Disclosedin this report any change in the company’s internal control over financialreporting that occurred during the period covered by the annual report that hasmaterially affected, or is reasonably likely to materially affect, the company’sinternal control over financial reporting; and

 

5.             Thecompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the company’sauditors and the audit committee of the company’s board of directors:

 

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(a)            All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the company’s ability to record,process, summarize and report financial information; and

 

(b)           Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the company’s internal control over financialreporting.

 

Date:   January 13, 2009

 
|   | /s/ Linton W. P. Burns  |
|--------|-------------------------|
|   | Chief Financial Officer |

 

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