Exhibit 31.2
                            CERTIFICATION PURSUANT TO
               SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Colin L. Masters, certify that:

1.    I have reviewed this annual report on Form 20-F of Prana Biotechnology
      Limited;

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

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the company as of, and for, the periods presented in this report;

4.    The company's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and
      have:

           (a) Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           company, including its consolidated subsidiaries, is made known to us
           by others within those entities, particularly during the period in
           which this report is being prepared; (b) Evaluated the effectiveness
           of the company's disclosure controls and procedures and presented in
           this report our conclusions about the effectiveness of the disclosure
           controls and procedures, as of the end of the period covered by this
           report based on such evaluation; and (c) Disclosed in this report any
           change in the company's internal control over financial reporting
           that occurred during the period covered by the annual report that has
           materially affected, or is reasonably likely to materially affect,
           the company's internal control over financial reporting; and

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

           (a) All significant deficiencies and material weaknesses in the
           design or operation of internal control over financial reporting
           which are reasonably likely to adversely affect the company's ability
           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 the company's internal
           control over financial reporting.

Date:  22 December, 2003

/s/ Colin L. Masters *
--------------------
Colin L. Masters
Chief Financial Officer

* The originally executed copy of this Certification will be maintained at the
Company's offices and will be made available for inspection upon request.