**EXHIBIT 3.2 12.02**

 

**CERTIFICATION**

 

I, Eric Merrigan, certify that:

 

1.             I have reviewed this annual report on Form 20-Fof ChemGenex Pharmaceuticals Limited;

 

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))and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and15d15 (f)) for the company and have:

 

(a)       Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the company, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period 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 principles;

 

(c)       Evaluated the effectiveness of the company’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

(d)       Disclosed in this report any change in the company’s internal controlover financial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materially affectthe 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 andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the company’sability to record, process, summarize and report financial information; and

 

(b)  Any fraud, whether or not material,that involves management or other employees who have a significant role in thecompany’s internal control over financial reporting.

 
|   | Date:  December 30, 2008 |
|--------|-------------------------------|
|   |                          |
|   | /s/ Eric Merrigan             |
|   | Eric  Merrigan                |
|   | Chief  Financial Officer      |

 

A signed original of this written statement required by Section 302has been provided to ChemGenex Pharmaceuticals Limited and will be retained byChemGenex Pharmaceuticals Limited and furnished to the Securities and ExchangeCommission or its staff upon request.

 

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