SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                   FORM 20-F/A

                                 Amendment No. 1

     [ ]       REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
               (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
                                       or
     [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 000-49843

                           PRANA BIOTECHNOLOGY LIMITED
              (Exact name of Registrant as specified in its charter
               and translation of Registrant's Name into English)

                                    Australia
                                (Jurisdiction of
                         incorporation or organization)

      Level 1, 100 Dorcas Street, South Melbourne, Victoria 3205 Australia
                    (Address of principal executive offices)

Securities registered or to 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 or to be registered pursuant to Section 12(g) of the Act:

        American Depositary Shares, each representing ten Ordinary Shares

 Securities for which there is a reporting obligation pursuant to Section 15(d)
 of the Act:
                                      None

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report:

    Ordinary Shares, as of June 30, 2003....................66,187,303 shares

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

                                   Yes X No __

Indicate by check mark which financial statement item the registrant has elected
to follow:

                              Item 17 X Item 18__




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                                Explanatory Note

         This Amendment No. 1 on Form 20-F/A is being filed solely to correct an
error on the cover page of Prana Biotechnology Ltd.'s annual report on Form 20-F
for the fiscal year ended June 30, 2003, which was filed on December 24, 2003.

         The cover page has been corrected to read that the "Securities
registered or to be registered pursuant to Section 12(g) of the Act:" is
"American Depositary Shares, each representing ten Ordinary Shares" not one
Ordinary Share as stated in the Form 20-F.

         Other than as expressly set forth above, this Form 20-F/A does not, and
does not purport to, amend, update or restate the information in the Form 20-F
or reflect any events that have occurred after the Form 20-F was filed.


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
   EXHIBITS.............................................................      4
   SIGNATURE............................................................      6


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EXHIBITS
--------


        Exhibit                    Description
        -------                    -----------

          1.1  Constitution of Registrant.(1)

          2.1  Deposit Agreement, dated as of March 23, 2001, entered into among
               Registrant  and the Bank of New York, as  Depositary,  and owners
               and holders of American  Depositary  Receipts issued  thereunder,
               including the Form of American Depositary Receipts.(2)

          4.1  Research Funding and Intellectual  Property Assignment Agreement,
               dated December 1, 2000,  between Registrant and the University of
               Melbourne.(1)

          4.2  Agreement for the Assignment of Patents and Intellectual Property
               Licensing in relation to treatment  to Alzheimer  Disease,  dated
               May 7, 1999,  between  Registrant and the University of Melbourne
               University of Melbourne University of Melbourne.(1)

          4.3  Agreement  for  the  Assignment  of  Patents  and   IntellectuHal
               Property Licensing in relation to treatment to Alzheimer Disease,
               dated February 8, 2000,  between  Registrant and the Biomolecular
               Research Institute.(1)

          4.4  Agreement for the  Development  of Novel  Therapies for Alzheimer
               Disease,   dated   August  3,  2001,   between   Registrant   and
               AusIndustry.(1)

          4.5  Research  Expenditures  Agreement,  dated August 2, 2001, between
               Registrant and Massachusetts General Hospital.(1)

          4.6  Variation Agreement, dated August 8, 2001, between Registrant and
               General Hospital Corporation.(1)

          4.7  License Agreement,  dated January 1, 2001, between Registrant and
               General Hospital Corporation.(1)

          4.8  Scientific  Advisory  Board  Agreement,  dated  December 2, 1999,
               between Registrant and Prof. Peter Colman.(1)

          4.9  Deed of variations to Services Agreement, dated January 26, 2000,
               between Registrant and Prof. Ashley Bush.(1)

          4.10 Agreement  for  Services,   dated   February  7,  2000,   between
               Registrant and Prof. Colin Masters.(1)

          4.11 Agreement to provide office, computer, administration and meeting
               facilities,  dated January 31, 2000, between Registrant and Aroma
               Science Pty Ltd.(1)

          4.12 Strategic   Alliance  Agreement  in  relation  to  co-ordination,
               planning and management of  intellectual  property,  research and
               development,





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               planning,   management  and  commercialization   strategy,  dated
               December 1, 2000, between Registrant and Kendle Pty Ltd.(1)

          4.13 Advisory Agreement dated October 20, 2,000 between Registrant and
               GTH Capital Inc.(1)

          4.14 Agreement to Provide Accounting, Administration, Corporate Advice
               And Company Secretarial Services, dated as of, February 23, 2000,
               between Registrant and Malvern Administrative Services.(1)

          4.15 Grant Agreement, dated as of, January 1, 2001, between Registrant
               and the Commonwealth of Australia,  by the Industry  Research and
               Development Board.(1)

          4.16 Form of  Indemnity  for  Clinical  Trials,  dated as of September
               2000,  between  Registrant and Melbourne  Health (Royal Melbourne
               Hospital Campus),  Royal Melbourne  Hospital Research  Foundation
               Incorporated,  University  of Melbourne,  Mental Health  Research
               Institute of Victoria.(1)

          4.17 Commitment,  dated as of November 7, 2001, between Registrant and
               University of Melbourne.(1)

          10.1 Prana  Biotechnology  Limited,  Employees and Consultants  Option
               Plan 2000.(1)

          31.1 Certification by Chief Executive  Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.

          31.2 Certification by Chief Financial  Officer Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002.
         ---------------

          (1)  Incorporated by referenced to our Registration  Statement on Form
               20-F filed with the Securities and Exchange Commission on May 28,
               2002. (File No. 000-49843).

          (2)  Incorporated by referenced to our Registration  Statement on Form
               F-6 filed with the Securities and Exchange Commission on March 9,
               2001 (File No. 333-13264).








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                                    SIGNATURE





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

                                      PRANA BIOTECHNOLOGY LIMITED
                                      (REGISTRANT)




                                      BY: /s/Geoffrey Kempler
                                          -------------------
                                           Geoffrey Kempler, Executive Chairman

Dated: 8 April, 2004


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