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
                     For the fiscal year ended June 30, 2004

                                       OR
           [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
             For the transition period from __________ to __________

                        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 2, 369 Royal Parade, Parkville, Victoria 3052 Australia
                    (Address of principal executive offices)

     Securities  registered or to be registered pursuant to Section 12(b) of the
     Act: None

     Securities  registered or to be registered pursuant to Section 12(g) of the
     Act:
          American  Depositary  Shares,  each  representing ten Ordinary Shares
                                (Title of Class)

     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, 2004.........................115,984,380

     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 amend
Item 10.B of Prana Biotechnology Limited's Annual Report on Form 20-F for the
fiscal year ended June 30, 2004, which was filed on June September 28, 2004, to
reflect the NASDAQ exemption granted to the Registrant in August 2002 from the
requirements of the NASDAQ Marketplace Rule regarding the quorum for shareholder
meetings.

             This Amendment is not intended to revise other information
presented in the Registrant's Annual Report on Form 20-F for the fiscal year
ended June 30, 2004 as originally filed and all such other information in the
original filing, which remains unchanged.

         This Amendment does not reflect events occurring after the filing of
the original Form 20-F and does not modify or update the disclosure therein in
any way other than as required to reflect the amendments discussed above. As a
result, this Amendment continues to speak as of September 28, 2004.

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                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

PART I.......................................................................1

   ITEM 10.  ADDITIONAL INFORMATION..........................................1
                A.  Share Capital............................................1
                B.  Memorandum and Articles of Association...................1
                C.  Material Contracts.......................................3
                D.  Exchange Controls........................................5
                E.  Taxation.................................................6
                F.  Dividend and Paying Agents..............................12
                G.  Statement by Experts....................................12
                H.  Documents on Display....................................12
                I.  Subsidiary Information..................................13

PART II.....................................................................13

   ITEM 19.  EXHIBITS.......................................................13
   SIGNATURES...............................................................16


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                                     PART I

ITEM 10.  ADDITIONAL INFORMATION
          ----------------------

A.   SHARE CAPITAL

         Not applicable.

B.   MEMORANDUM AND ARTICLES OF ASSOCIATION

         We were registered on November 11, 1997 as Prana Pty Ltd and on
November 26, 1999 we converted to a Public Company and changed our name to Prana
Corporation Ltd. On January 1, 2000, we changed our name to Prana Biotechnology
Ltd. Our registration number is ACN 080699065.

Prana's Purposes and Objects

         As a Public Company we have all the rights, powers and privileges of a
natural person.  Our Constitution does not specify any purposes or objects.
The Powers of the Directors

         Under the provisions of our Constitution our directors may exercise
all of the powers of our company, other than those that are required by our
Constitution or the Corporations Law of Australia to be exercised at a general
meeting of shareholders. A director may participate in a meeting and vote on a
proposal, arrangement or contract in which he or she is materially interested,
so long as the director's interest is declared in accordance with the
Corporations Law. The authority of our directors to enter into borrowing
arrangements on our behalf is not limited, except in the same manner as any
other transaction by us.

Rights Attached to Our Ordinary Shares

         The concept of authorized share capital no longer exists in Australia
and as a result, our authorized share capital is unlimited. As of June 30, 2004,
we had 115,984,380 ordinary shares outstanding. All our outstanding ordinary
shares are validly issued, fully paid and non-assessable. The rights attached to
our ordinary shares are as follows:

         Dividend rights. If our board of directors recommends a dividend,
registered holders of our ordinary shares may declare a dividend by ordinary
resolution in a general meeting. The dividend, however, cannot exceed the amount
recommended by our board of directors. Our board of directors may declare an
interim dividend. No dividend may be paid except out of our profits.

         Voting rights. Holders of ordinary shares have one vote for each
ordinary share held on all matters submitted to a vote of shareholders. Such
voting rights may be affected by the grant of any special voting rights to the
holders of a class of shares with preferential rights that may be authorized in
the future.

         Under our Constitution and the Australian Corporations Act, the quorum
required for an ordinary meeting of shareholders consists of at least two
shareholders, represented in person or



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by proxy, and a quorum must be present at all times during the meeting. Under
the NASDAQ Marketplace Rules, a NASDAQ listed-company must provide for a quorum
that in no case shall be less than 33 1/3% of the outstanding shares of the
company's common voting stock. However, under a letter from NASDAQ dated August
29, 2002, NASDAQ granted us an exemption from such NASDAQ rule. A meeting
adjourned for lack of a quorum generally is adjourned to the same day in the
following week at the same time and place or any time and place as the directors
designate in a notice to the shareholders. At the reconvened meeting, the
required quorum consists of any two members present in person or by proxy.

         An ordinary resolution, such as a resolution for the declaration of
dividends, requires approval by the holders of a majority of the voting rights
represented at the meeting, in person, by proxy or by written ballot and voting
thereon. Under our Constitution, a special resolution, such as amending our
Constitution, approving any change in capitalization, winding-up, authorization
of a class of shares with special rights, or other changes as specified in our
Constitution, requires approval of a special majority, representing the holders
of no less than 75% of the voting rights represented at the meeting in person,
by proxy or by written ballot, and voting thereon.

         Pursuant to our Constitution, our directors are elected at our annual
general meeting of shareholders by a vote of the holders of a majority of the
voting power represented and voting at such meeting.

         Rights in our profits. Our shareholders have the right to share in our
profits distributed as a dividend and any other permitted distribution.

         Rights in the event of liquidation. In the event of our liquidation,
after satisfaction of liabilities to creditors, our assets will be distributed
to the holders of ordinary shares in proportion to the nominal value of their
holdings. This right may be affected by the grant of preferential dividend or
distribution rights to the holders of a class of shares with preferential rights
that may be authorized in the future.

Changing Rights Attached to Shares

         According to our Constitution, in order to change the rights attached
to any class of shares, unless otherwise provided by the terms of the class,
such change must be adopted by a general meeting of the shareholders and by a
separate general meeting of the holders of the affected class with a majority of
75% of the voting power participating in such meeting.

Annual and Extraordinary Meetings

         Our Board of Directors must convene an annual meeting of shareholders
at least once every calendar year, within five months of our last fiscal
year-end balance sheet data. Notice of at least twenty-eight (28) days prior to
the date of the meeting is required. An extraordinary meeting may be convened by
the board of directors, it decides or upon a demand of any directors, or of one
or more shareholders holding in the aggregate at least five percent (5%) of our
issued capital. An extraordinary meeting must be called not more than twenty-one
(21) days after the request is made. The meeting must be held not later than two
months after the request is given.

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Limitations on the Rights to Own Securities in Our Company

         Neither our Constitution nor the laws of the Commonwealth of Australia
restrict in any way the ownership or voting of shares.

Changes in Our Capital

            Pursuant to the Listing Rules of the Australian Stock Exchange, our
directors may in their discretion allow securities equal to not more than 15%
of our issued capital within a 12-month period. Other allotments of
securities requiring approval by an ordinary resolution of shareholders.

C.   MATERIAL CONTRACTS

         On May 7, 1999, we entered into an agreement for the assignment of
patents and intellectual property licensing with the University of Melbourne.
The agreement provides for the assignment of various patents and patent rights
to our company. In consideration of the assignment of the patents, we agreed to
make certain payments to the University of Melbourne and to pay a royalty of
1.5% on the net price of products sold utilizing such patents. In addition, we
agreed to pay the lesser of 1.5% of the net invoice price of products sold or
10% of royalties received from any license or sub-licensee we appoint to utilize
the patents.

         Under the terms of a research funding and intellectual property
assignment agreement dated December 1, 2000, between us and the University of
Melbourne, we were required to pay the University of Melbourne for research
projects an agreed minimum of A$297,000 (inclusive of goods and services tax)
each year for a period of three years from December 1, 2000. Since the natural
expiration of such agreement, the parties have continued to conduct research and
perform all other acts and obligations in accordance with the terms and
conditions of the agreement as if it had remained in full force and effect, and
in addition have incorporated into such agreement the projects under the
agreements we entered into with Neurosciences Victoria Ltd. in March 2003 (see
Item 4A. "Information on the Company - History and Development of the Company").
We are currently finalizing with the University of Melbourne a new research
funding and intellectual property assignment agreement with an increased budget,
which will be deemed to be effective on the date of expiration of the original
agreement, with a three-year term expiring on December 1, 2006, and will
incorporate any changes that may be made to our agreements with Neurosciences
Victoria Ltd. that we are currently renegotiating.

         We have paid the University of Melbourne a total of A$3,312,043 through
June 30, 2004 under our agreements dated May 7, 1999 and December 1, 2000.

         On February 8, 2000, we entered into an agreement for the assignment of
patents and intellectual property licensing with BRI. The agreement provides for
the assignment of various patent applications and patent rights from BRI to us.
In consideration of the assignment of the patents, we are required to pay BRI a
royalty of 1.5% on the net invoiced price of products sold utilizing such
patents. In addition, we must also pay the lesser of 1.5% of the net invoice
price of products sold or 10% of royalties received from any licensee or
sub-licensee we appoint to utilize such patents, or a minimum of A$2,000 a year.
If the patent rights are assigned before a total of A$20,000 has been paid as
royalties, the difference between the royalties paid and A$20,000 must be paid
to BRI.


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<PAGE>




         On January 1, 2001, we entered into a license agreement with GHC,
whereby we obtained an exclusive license with respect to certain patents that
permits us to sublicense the patent rights to others. The agreement also
provides us with the non-exclusive right to use materials, substances and
information that were used by GHC in research sponsored by us. In consideration
of the license, we are required to pay GHC royalties of 1.5% of the net sales
price of products sold utilizing patents exclusively licensed to us. We are also
required to pay certain advance milestone payments, to be reduced from the
royalties. In addition to the royalties we are obligated to pay GHC 1.5% of any
and all non-royalty payments, including license fees received from our
affiliates. Each party to the agreement may terminate the agreement if the other
party defaults in its materials obligations and does not remedy the default
within sixty days after notice is given. GHC can terminate the licenses and
rights granted to us under the agreement in any country in the event that after
the first commercial sale in that country there will be a continuous one year
period in which no products are sold.

         Under the terms of our strategic alliance agreement dated 6 January
2004, with Kendle, it provides us with consultancy services in relation to the
co-ordination, planning and management of intellectual property, research and
development, planning, management and commercialization strategy. Kendle
provides its services to us at a rate of A$70-A$200 per hour. For the years
ended June 30, 2004, 2003 and 2002, we paid Kendle A$379,045, A$475,289 and
A$537,327, respectively.

         In March 2003, we announced our first major licensing and research
collaboration with Schering A.G., a major international pharmaceutical company,
and Neurosciences Victoria Ltd. Under such collaboration, Schering A.G. is
providing to us funding of up to A$2.7 million over the life of specified
research and development projects that we will conduct, with additional
milestone payments and royalties from discoveries. See Item 4A. "Information on
the Company - History and Development of the Company."

         We entered into a consulting agreement dated January 17, 2000 with
Professor Ashley Bush for the provision of research and development services
relating to inventions and treatments for diseases caused by metal-mediated
oxidative stress, which expired in January 2003. On January 8 , 2004, we entered
into a new consulting agreement with Professor Bush , under which Professor Bush
agreed to provide us with consulting services for a period of ten years. In
consideration of his services, we agreed to pay Professor Bush an annual
consulting fee of US$100,000, to issue to Professor Bush 1,650,000 ordinary
shares, of which 825,000 ordinary shares were issued during the 2004 fiscal
year, and to grant Professor Bush options to purchase 824,000 ordinary shares at
an exercise price $0.50 per share, of which options to purchase 412,00 ordinary
shares were granted during the 2004 fiscal year.

         On July 28, 2004, we entered into a settlement agreement with P.N.
Gerolymatos S.A., or P.N.G, under which we issued 1,350,000 of our ordinary
shares to P.N.G., which are being held in escrow for 12 months, and made a
payment of US$150,000 to it. Under the settlement agreement, we agreed to pay a
sales royalty to P.N.G on the sales of PBT-1 in the United States and Japan, and
we are entitled to receive a percentage of P.N.G.'s income on sales of PBT-1 in
the other territories. See Item 8A., "Financial Information - Financial
Statements and Other Financial Information - Legal Proceedings."


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D.   EXCHANGE CONTROLS

         Australia has largely abolished exchange controls on investment
transactions. The Australian dollar is freely convertible into U.S. dollars. In
addition, there are currently no specific rules or limitations regarding the
export from Australia of profits, dividends, capital, or similar funds belonging
to foreign investors, except that certain payments to non-residents must be
reported to the Australian Cash Transaction Reports Agency, which monitors such
transactions, and amounts on account of potential Australian tax liabilities may
be required to be withheld unless a relevant taxation treaty can be shown to
apply.

The Foreign Acquisitions and Takeovers Act 1975

         Under Australian law, foreign persons are prohibited from acquiring
more than a limited percentage of the shares in an Australian company without
approval from the Australian Treasurer or in certain other limited
circumstances. These limitations are set forth in the Australian Foreign
Acquisitions and Takeovers Act, or the Takeovers Act.

         Under the Takeovers Act, as currently in effect, any foreign person,
together with associates, is prohibited from acquiring 15% or more of our
outstanding shares (or else the Treasurer may make an order requiring the
acquirer to dispose of those shares within a specified period of time). In
addition, if a foreign person acquires shares in our company and as a result the
total holdings of all foreign persons and their associates exceeds 40% in
aggregate without the approval of the Australian Treasurer, then the Treasurer
may make an order requiring the acquirer to dispose of those shares within a
specified time. Under the current Australian foreign investment policy, however,
it is unlikely that the Treasurer would make such an order where the level of
foreign ownership exceeds 40% in the ordinary course of trading, unless the
Treasurer finds that the acquisition is contrary to the national interest. The
same rule applies if the total holdings of all foreign persons and their
associates already exceeds 40% and a foreign person (or its associate) acquires
any further shares, including in the course of trading in the secondary market
of the ADRs.

         If the level of foreign ownership exceeds 40% at any time, we would be
considered a foreign person under the Takeovers Act. In such event, we would be
required to obtain the approval of the Treasurer for our company, together with
our associates, to acquire (i) more than 15% of an Australian company or
business with assets totaling over A$5 million; or (ii) any direct or indirect
ownership interest in Australian residential real estate.

         The percentage of foreign ownership in our company would also be
included in determining the foreign ownership of any Australian company or
business in which it may choose to invest. Since we have no current plans for
any such acquisitions and do not own any property, any such approvals required
to be obtained by us as a foreign person under the Takeovers Act will not affect
our current or future ownership or lease of property in Australia.

         Our Constitution does not contain any additional limitations on a
non-resident's right to hold or vote our securities.


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         Australian law requires the transfer of shares in our company to be
made in writing. No stamp duty will be payable in Australia on the transfer of
ADRs.

E.   TAXATION

Australian Tax Consequences

         In this section we discuss the material Australian tax considerations
that apply to non-Australian tax residents with respect to the acquisition,
ownership and disposal by the absolute beneficial owners of ADSs, which are
evidenced by ADRs. This discussion is based upon existing Australian tax law as
of the date of this annual report, which is subject to change, possibly
retrospectively. This discussion does not address all aspects of Australian
income tax law which may be important to particular investors in light of their
individual investment circumstances, such as ADSs or shares held by investors
subject to special tax rules (for example, financial institutions, insurance
companies or tax exempt organizations). In addition, this summary does not
discuss any foreign or state tax considerations, other than stamp duty.
Prospective investors are urged to consult their tax advisors regarding the
Australian and foreign income and other tax considerations of the purchase,
ownership and disposition of the ADSs or shares.

Nature of ADRs for Australian Taxation Purposes

         ADSs held by a U.S. holder will be treated for Australian taxation
purposes as held under a `bare trust' for such holder. Consequently, the
underlying ordinary shares will be regarded as owned by the ADS holder for
Australian income tax and capital gains tax purposes. Dividends paid on the
underlying ordinary shares will also be treated as dividends paid to the ADS
holder, as the person beneficially entitled to those dividends. Therefore, in
the following analysis we discuss the tax consequences to non-Australian
resident holders of ordinary shares which, for Australian taxation purposes,
will be the same as to U.S. holders of ADSs.

Taxation of Dividends

         Australia operates a dividend imputation system under which dividends
may be declared to be `franked' to the extent of tax paid on company profits.
Fully franked dividends are not subject to dividend withholding tax. Dividends
payable by our company to non-Australian resident stockholders will be subject
to dividend withholding tax, to the extent the dividends are unfranked. Dividend
withholding tax will be imposed at 30%, unless a stockholder is a resident of a
country with which Australia has a double taxation agreement. Under the
provisions of the current Double Taxation Convention between Australia and the
United States, the Australian tax withheld on unfranked dividends paid by us to
which a resident of the United States is beneficially entitled is generally
limited to 15% if the U.S. resident holds less than 10% of the voting rights of
our company, unless the shares are effectively connected to a permanent
establishment or fixed base in Australia through which the stockholder carries
on business or provides independent personal services, respectively. Where the
U.S. resident holds 10% or more of the voting rights of our company, the
withholding tax rate is reduced to 5%.

Tax on Sales or other Dispositions of Shares - Capital Gains Tax

         Non-Australian resident stockholders will not be subject to Australian
capital gains tax on the gain made on a sale or other disposal of our shares,
unless they, together with associates, hold





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10% or more of our issued capital at any time during the five years before the
disposal of the shares.

         If a non-Australian resident stockholder did own a 10% or more
interest, that stockholder would be subject to Australian capital gains tax to
the same extent as Australian resident stockholders. The Australian Taxation
Office maintains the view that the Double Taxation Convention between the United
States and Australia does not limit Australian capital gains tax. Australian
capital gains tax applies to net capital gains at a taxpayer's marginal tax rate
but for certain stockholders a discount of the capital gain may apply if the
shares have been held for 12 months or more. For individuals, this discount is
50%. Net capital gains are calculated after reduction for capital losses, which
may only be offset against capital gains.

Tax on Sales or other Dispositions of Shares - Stockholders Holding Shares on
Revenue Account

         Some non-Australian resident stockholders may hold shares on revenue
rather than on capital account, for example, share traders. These stockholders
may have the gains made on the sale or other disposal of the shares included in
their assessable income under the ordinary income provisions of the income tax
law, if the gains are sourced in Australia.

         Non-Australian resident stockholders assessable under these ordinary
income provisions in respect of gains made on shares held on revenue account
would be assessed for such gains at the Australian tax rates for non-Australian
residents, which start at a marginal rate of 29%. Some relief from the
Australian income tax may be available to such non-Australian resident
stockholders under the Double Taxation Convention between the United States and
Australia, for example, because the stockholder does not have a permanent
establishment in Australia.

         To the extent an amount would be included in a non-Australian resident
stockholder's assessable income under both the capital gains tax provisions and
the ordinary income provisions, the capital gain amount would generally be
reduced, so that the stockholder would not be subject to double tax on any part
of the income gain or capital gain.

Dual Residency

         If a stockholder were a resident of both Australia and the United
States under those countries' domestic taxation laws, that stockholder may be
subject to tax as an Australian resident. If, however, the stockholder is
determined to be a U.S. resident for the purposes of the Double Taxation
Convention between the United States and Australia, the Australian tax would be
subject to limitation by the Double Taxation Convention. Stockholders should
obtain specialist taxation advice in these circumstances.

Stamp Duty

         Any transfer of shares through trading on the Australian Stock
Exchange, whether by Australian residents or foreign residents are not subject
to stamp duty within Australia.

Australian Death Duty

         Australia does not have estate or death duties. No capital gains tax
liability is realized upon the inheritance of a deceased person's shares. The
disposal of inherited shares by beneficiaries, may, however, give rise to a
capital gains tax liability.


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Goods and Services Tax

         The issue or transfer of shares will not incur Australian goods and
services tax and does not require a stockholder to register for Australian goods
and services tax purposes.

United States Federal Income Tax Consequences

         The following is a summary of certain material U.S. federal income tax
consequences that generally apply to U.S. Holders who hold ADRs as capital
assets. This summary is based on the United States Internal Revenue Code of
1986, as amended, or the Code, Treasury regulations promulgated thereunder,
judicial and administrative interpretations thereof, the bilateral taxation
convention between Australia and the United States, or the Tax Treaty, all as in
effect on the date hereof and all of which are subject to change either
prospectively or retroactively. This summary does not address all tax
considerations that may be relevant with respect to an investment in ADRs. This
summary does not discuss all the tax consequences that may be relevant to a U.S.
Holder in light of such holder's particular circumstances or to U.S. Holders
subject to special rules, including broker-dealers, financial institutions,
certain insurance companies, investors liable for alternative minimum tax,
tax-exempt organizations, regulated investment companies, non-resident aliens of
the United States or taxpayers whose functional currency is not the U.S. dollar,
persons who hold the ADRs through partnerships or other pass-through entities,
persons who acquired their ADRs through the exercise or cancellation of any
employee stock options or otherwise as compensation for their services,
investors that actually or constructively own 10% or more of our voting shares,
and investors holding ADRs as part of a straddle or appreciated financial
position or as part of a hedging or conversion transaction.

         This summary does not address the effect of any U.S. federal taxation
other than U.S. federal income taxation. In addition, this summary does not
include any discussion of state, local or foreign taxation.

         You are urged to consult your tax advisors regarding the foreign and
U.S. federal, state and local tax considerations of an investment in ADRs.

         For purposes of this summary, the term "U.S. Holder" means an
individual who is a citizen or, for U.S. federal income tax purposes, a resident
of the United States, a corporation or other entity taxable as a corporation
created or organized in or under the laws of the United States or any political
subdivision thereof, an estate whose income is subject to U.S. federal income
tax regardless of its source, or a trust if (a) a court within the United States
is able to exercise primary supervision over administration of the trust, and
one or more U.S. persons have the authority to control all substantial decisions
of the trust or (b) it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person.

Taxation of Dividends

         For U.S. federal income tax purposes, U.S. Holders of ADRs will be
treated as owning the underlying ordinary shares, or ADSs, represented by the
ADRs held by them. The gross amount of any distributions received with respect
to the underlying ordinary shares represented by the ADRs, including the amount
of any Australian taxes withheld there from, will constitute dividends for U.S.
federal income tax purposes, to the extent of our current and accumulated
earnings and profits as determined for U.S. federal income tax principles. You
will be required

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<PAGE>


to include this amount of dividends in gross income as ordinary income (see "Tax
Law Applicable to Dividends and Long-Term Capital Gain" below). Distributions in
excess of our earnings and profits will be treated as a non-taxable return of
capital to the extent of your tax basis in the ADRs, and any amount in excess of
your tax basis will be treated as gain from the sale of ADRs. See "Disposition
of ADRs" below for the discussion on the taxation of capital gains. Dividends
will not qualify for the dividends-received deduction generally available to
corporations under Section 243 of the Code.

         Dividends that we pay, including the amount of any Australian taxes
withheld there from, will be included in your income in a U.S. dollar amount
calculated by reference to the exchange rate in effect on the day such dividends
are received. A U.S. Holder who receives payment in A$ and converts A$ into U.S.
dollars at an exchange rate other than the rate in effect on such day may have a
foreign currency exchange gain or loss that would be treated as ordinary income
or loss. U.S. Holders should consult their own tax advisors concerning the U.S.
tax consequences of acquiring, holding and disposing of our ADRs.

         Any Australian withholding tax imposed on such dividends will be a
foreign income tax eligible for credit against a U.S. Holder's U.S. federal
income tax liability, subject to certain limitations set out in the Code (or,
alternatively, for deduction against income in determining such tax liability).
The limitations set out in the Code include computational rules under which
foreign tax credits allowable with respect to specific classes of income cannot
exceed the U.S. federal income taxes otherwise payable with respect to each such
class of income (see "Tax Law Applicable to Dividends and Long-Term Capital
Gain" below). Dividends generally will be treated as foreign-source passive
income or financial services income for U.S. foreign tax credit purposes.
Foreign income taxes exceeding the credit limitation for the year of payment or
accrual may be carried back for two taxable years and forward for five taxable
years in order to reduce U.S. federal income taxes, subject to the credit
limitation applicable in each of such years. Other restrictions on the foreign
tax credit include a prohibition on the use of the credit to reduce liability
for the U.S. individual and corporation alternative minimum taxes by more than
90%. A U.S. Holder will be denied a foreign tax credit with respect to
Australian income tax withheld from dividends received with respect to the
underlying ordinary shares represented by the ADRs to the extent such U.S.
Holder has not held the ADRs for at least 16 days of the 30-day period beginning
on the date which is 15 days before the ex-dividend date or to the extent such
U.S. Holder is under an obligation to make related payments with respect to
substantially similar or related property. Any days during which a U.S. Holder
has substantially diminished its risk of loss on the ADRs are not counted toward
meeting the 16-day holding period required by the statute. The rules relating to
the determination of the foreign tax credit are complex, and you should consult
with your personal tax advisors to determine whether and to what extent you
would be entitled to this credit.

Disposition of ADRs

         If you sell or otherwise dispose of ADRs, you will recognize gain or
loss for U.S. federal income tax purposes in an amount equal to the difference
between the amount realized on the sale or other disposition and your adjusted
tax basis in the ADRs. Subject to the discussion below under the heading
"Passive Foreign Investment Companies," such gain or loss generally will be
capital gain or loss and will be long-term capital gain or loss if you have held
the ADRs for more than one year at the time of the sale or other disposition. In
general, any gain that you recognize on the sale or other disposition of ADRs
will be U.S.-source for purposes of the


                                       9




<PAGE>



foreign tax credit  limitation;  losses will generally be allocated against U.S.
source income.  Deduction of capital losses is subject to certain limitations
under the Code.

         In the case of a cash basis U.S. Holder who receives A$ in connection
with the sale or disposition of ADRs, the amount realized will be based on the
U.S. dollar value of the A$ received with respect to the ADRs as determined on
the settlement date of such exchange. A U.S. Holder who receives payment in A$
and converts A$ into U.S. dollars at a conversion rate other than the rate in
effect on the settlement date may have a foreign currency exchange gain or loss
that would be treated as ordinary income or loss.

         An accrual basis U.S. Holder may elect the same treatment required of
cash basis taxpayers with respect to a sale or disposition of ADRs, provided
that the election is applied consistently from year to year. Such election may
not be changed without the consent of the Internal Revenue Service, or the IRS.
In the event that an accrual basis U.S. Holder does not elect to be treated as a
cash basis taxpayer (pursuant to the Treasury regulations applicable to foreign
currency transactions), such U.S. Holder may have a foreign currency gain or
loss for U.S. federal income tax purposes because of differences between the
U.S. dollar value of the currency received prevailing on the trade date and the
settlement date. Any such currency gain or loss would be treated as ordinary
income or loss and would be in addition to gain or loss, if any, recognized by
such U.S. Holder on the sale or disposition of such ADRs.

Tax Law Applicable to Dividends and Long-Term Capital Gain

         Dividends received by noncorporate U.S. Holders from certain foreign
corporations, and long-term capital gain realized by noncorporate U.S. Holders,
generally are subject to U.S. federal income tax at a reduced maximum tax rate
of 15 percent through December 31, 2008. Dividends received with respect to the
underlying ordinary shares represented by the ADRs should qualify for the 15
percent rate. The rate reduction does not apply to dividends received from
"foreign investment companies," "foreign personal holding company" or "passive
foreign investment companies" (see below), or in respect of certain short-term
or hedged positions in the ordinary shares or in certain other situations. There
are special rules for computing the foreign tax credit limitation of a taxpayer
who receives dividends subject to the rate reduction. U.S. Holders of ADRs
should consult their own tax advisors regarding the implications of these rules
in light of their particular circumstances.

Passive Foreign Investment Companies

         For U.S. federal income tax purposes, we will be considered a passive
foreign investment company, or PFIC, for any taxable year in which either (i) 75
percent or more of our gross income is passive income, or (ii) at least 50
percent of the average value of all of our assets for the taxable year produce
or are held for the production of passive income. For this purpose, passive
income includes dividends, interest, royalties, rents, annuities and the excess
of gains over losses from the disposition of assets which produce passive
income. If we were determined to be a PFIC for U.S. federal income tax purposes,
highly complex rules would apply to U.S. Holders owning ADRs. Accordingly, you
are urged to consult your tax advisors regarding the application of such rules.

         Based on our current and  projected  income,  assets and  activities,
 we believe  that we are not  currently a PFIC nor do we expect to become a PFIC
in the foreseeable future.  However,


                                       10




<PAGE>



because the determination of whether we are a PFIC is based upon the composition
of our income and assets from time to time, there can be no assurances that we
will not become a PFIC for any future taxable year.

         If we are treated as a PFIC for any taxable year, then, unless you
elect either to treat your investment in ADRs as an investment in a "qualified
electing fund", OR a "QEF election", or to "mark-to-market" your ADRs, as
described below, dividends would not qualify for the reduced maximum tax rate,
discussed above, and:

          o    you  would  be  required  to  allocate  income   recognized  upon
               receiving   certain   dividends  or  gain   recognized  upon  the
               disposition  of ADRs  ratably  over the  holding  period for such
               ADRs,

          o    the amount  allocated to each year during which we are considered
               a PFIC other than the year of the dividend payment or disposition
               would be subject to tax at the highest  individual  or  corporate
               tax  rate,  as the case may be,  in  effect  for that year and an
               interest  charge would be imposed  with respect to the  resulting
               tax liability allocated to each such year,

          o    the amount  allocated to the current taxable year and any taxable
               year before we became a PFIC, would be taxable as ordinary income
               in the current year, and

          o    you would be required  to make an annual  return on IRS Form 8621
               regarding  distributions  received with respect to the underlying
               ordinary shares  represented by the ADRs and any gain realized on
               your ADRs.


         If you make either a timely QEF election or a timely mark-to-market
election in respect of your ADRs, you would not be subject to the rules
described above. If you make a timely QEF election, you would be required to
include in your income for each taxable year your pro rata share of our ordinary
earnings as ordinary income and your pro rata share of our net capital gain as
long-term capital gain, whether or not such amounts are actually distributed to
you. You would not be eligible to make a QEF election unless we comply with
certain applicable information reporting requirements.


         Alternatively, if the ADRs are considered "marketable stock" and if you
elect to "mark-to-market" your ADRs, you will generally include in income any
excess of the fair market value of the ADRs at the close of each tax year over
your adjusted basis in the ADRs. If the fair market value of the ADRs had
depreciated below your adjusted basis at the close of the tax year, you may
generally deduct the excess of the adjusted basis of the ADRs over its fair
market value at that time. However, such deductions generally would be limited
to the net mark-to-market gains, if any, that you included in income with
respect to such ADRs in prior years. Income recognized and deductions allowed
under the mark-to-market provisions, as well as any gain or loss on the
disposition of ADRs with respect to which the mark-to-market election is made,
is treated as ordinary income or loss.

Backup Withholding and Information Reporting

         Payments in respect of ADRs may be subject to information  reporting to
the U.S.  Internal  Revenue Service and to U.S. backup withholding tax at a rate
equal to the fourth lowest income


                                       11

<PAGE>



tax rate applicable to individuals (which, under current law, is 28%). Backup
withholding will not apply, however, if you (i) are a corporation or come within
certain exempt categories, and demonstrate the fact when so required, or (ii)
furnish a correct taxpayer identification number and make any other required
certification.

         Backup withholding is not an additional tax. Amounts withheld under the
backup withholding rules may be credited against a U.S. Holder's U.S. tax
liability, and a U.S. Holder may obtain a refund of any excess amounts withheld
under the backup withholding rules by filing the appropriate claim for refund
with the IRS.

         Any U.S. holder who holds 10% or more in vote or value of our ordinary
shares will be subject to certain additional U.S. information reporting
requirements.

U.S. Gift and Estate Tax

         An individual U.S. Holder of ADRs will be subject to U.S. gift and
estate taxes with respect to ADRs in the same manner and to the same extent as
with respect to other types of personal property.

F.   DIVIDEND AND PAYING AGENTS

         Not applicable.

G.   STATEMENT BY EXPERTS

         Not applicable.

H.   DOCUMENTS ON DISPLAY

         We are subject to the reporting requirements of the United States
Securities Exchange Act of 1934, as amended, as applicable to "foreign private
issuers" as defined in Rule 3b-4 under the Exchange Act, and in accordance
therewith, we are required to file annual and interim reports and other
information with the Securities and Exchange Commission.

         As a foreign private issuer, we are exempt from certain provisions of
the Exchange Act. Accordingly, our proxy solicitations are not subject to the
disclosure and procedural requirements of Regulation 14A under the Exchange Act,
transactions in our equity securities by our officers and directors are exempt
from reporting and the "short-swing" profit recovery provisions contained in
Section 16 of the Exchange Act. We make our Securities and Exchange Commission
filings electronically and they are available on the Securities and Exchange
Commission's website. We are not required under the Exchange Act to file
periodic reports and financial statements as frequently or as promptly as U.S.
companies whose securities are registered under the Exchange Act. However, we
will distribute annually to our shareholders an annual report containing
financial statements that have been examined and reported on, with an opinion
expressed by, an independent public accounting firm, and we will file reports
with the Securities and Exchange Commission on Form 6-K containing unaudited
financial information for the first six months of each fiscal year.


                                       12

<PAGE>






         This annual report and the exhibits thereto and any other document that
we have to file pursuant to the Exchange Act may be inspected without charge and
copied at prescribed rates at the Securities and Exchange Commission public
reference room at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024,
Washington, D.C. 20549; and on the Securities and Exchange Commission Internet
site (http://www.sec.gov). You may obtain information on the operation of the
Securities and Exchange Commission's public reference room in Washington, D.C.
by calling the Securities and Exchange Commission at 1-800-SEC-0330 or by
visiting the Securities and Exchange Commission's website at http://www.sec.gov.
The Exchange Act file number for our Securities and Exchange Commission filings
is 000-49843.

         The documents concerning our company which are referred to in this
annual report may also be inspected at our offices located at Suite 2, 1233 High
Street, Armadale, Victoria, Australia, 3133.

I.   SUBSIDIARY INFORMATION

         Not applicable.


                                     PART II

ITEM 19.  EXHIBITS
          --------

         Index to Exhibits


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

          1.1  Constitution of Registrant (1)

          2.1  Deposit  Agreement dated March 23, 2001, among the 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 the Registrant and the University
               of Melbourne (1)

          4.2  Agreement for the Assignment of Patents and Intellectual Property
               Licensing  dated May 7,  1999,  between  the  Registrant  and the
               University  of Melbourne  University  of Melbourne  University of
               Melbourne (1)

          4.3  Agreement for the Assignment of Patents and Intellectual Property
               Licensing  dated  February 8, 2000,  between  Registrant  and the
               Biomolecular Research Institute (1)

          4.4  License  Agreement dated January 1, 2001,  between the Registrant
               and The General Hospital  Corporation (1)

          4.5  Variation  Agreement dated August 8, 2001, between the Registrant
               and The General  Hospital  Corporation,  which amends the License
               Agreement dated January 1, 2001, between the parties (1)

                                       13

<PAGE>



          4.6  Second Amendment to Exclusive  License Agreement dated January 1,
               2001,   between  the   Registrant   and  The   General   Hospital
               Corporation,  dated  March 15,  2004,  between  the  between  the
               Registrant and The General Hospital Corporation (6)

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

          4.8  Agreement to Provide Accounting, Administration, Corporate Advice
               and Company Secretarial Services dated February 23, 2000, between
               the Registrant and Malvern Administrative Services (1)

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

          4.10 Commitment  dated  November 7, 2001,  between the  Registrant and
               University of Melbourne (1)

          4.11 Grant Deed agreement dated August 25, 2003,  commencing August 1,
               2003,  between  the  Registrant  and the  Industry  Research  and
               Development Board on behalf of the Commonwealth of Australia (5)

          4.12 Grant  Agreement,  commencing  September  1,  2003,  between  the
               Registrant  and the Industry  Research and  Development  Board on
               behalf of the Commonwealth of Australia (7)

          4.13 Letter  agreement  dated January 6, 2004,  between the Registrant
               and Kendle Pty Ltd. regarding strategic alliance (8)

          4.14 Project  Agreement  dated March 11, 2004,  between the Registrant
               and Neurosciences Victoria Ltd. (9)

          4.15 Project  Agreement  dated March 11, 2004,  between the Registrant
               and Neurosciences Victoria Ltd.(10)

          4.16 Project  Agreement  dated March 11, 2004,  between the Registrant
               and Neurosciences Victoria Ltd. (11)

          4.17 Purchase Agreement dated April 27, 2004, among the Registrant and
               the investors signatory thereto (3)

          4.18 Registration  Rights  Agreement  dated April 27, 2004,  among the
               Registrant and the investors signatory thereto (4)

          4.19 Form of Warrant (5)

          4.20 Employment Agreement dated July 1, 2004, among the Registrant and
               Dr. Alsenas (12)

          4.21 Settlement  Agreement dated July 28, 2004,  among the Registrant,
               P.N.  Gerolymatos  S.A,  or PNG,  Mr.  Gerolymatos,  The  General
               Hospital  Corporation  of  Massachusetts,  or The GHC,  Professor
               Ashley Bush,  Dr.  Rudolph  Tanzi and Dr.  Robert  Cherny and the
               ancillary  agreements of even date therewith  exhibited  thereto,
               including the Patent  Assignment and Settlement  Agreement  among
               the Registrant and PNG, Patent Rights Security

                                       14

<PAGE>



               Agreement  among  the  Registrant  and PNG  and  the  Derivatives
               Agreement   among  the   Registrant   and  PNG  (13)  4.22  Prana
               Biotechnology Limited, Employees and Consultants Option Plan 2000
               (1)

          12.1 Certification  of  Chief  Executive   Officer  pursuant  to  Rule
               13a-14(a) and Rule 15d-14(a) of the  Securities  Exchange Act, as
               amended

          12.2 Certification  of  Chief  Financial   Officer  pursuant  to  Rule
               13a-14(a) and Rule 15d-14(a) of the  Securities  Exchange Act, as
               amended

          23.1 Consent  of  Deloitte  Touche  Tohmatsu,  Independent  Registered
               Public Accounting Firm (14)

          ---------------

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

          (3)  Incorporated by reference to Item 1 of our Report on Form 6-K for
               the month of April, 2004 (File No. 000-49843).

          (4)  Incorporated by reference to Item 2 of our Report on Form 6-K for
               the month of April, 2004 (File No. 000-49843).

          (5)  Incorporated by reference to Item 3 of our Report on Form 6-K for
               the month of April, 2004 (File No. 000-49843).

          (6)  Filed as Exhibit  4.6 to our  Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (7)  Filed as Exhibit  4.12 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (8)  Filed as Exhibit  4.13 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (9)  Filed as Exhibit  4.14 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (10) Filed as Exhibit  4.15 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (11) Filed as Exhibit  4.16 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (12) Filed as Exhibit  4.20 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (13) Filed as Exhibit  4.21 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

          (14) Filed as Exhibit  23.1 to our Annual  Report of Form 20-F for the
               fiscal  year  ended June 30,  2004,  and  incorporated  herein by
               reference.

                                       15

<PAGE>




                                   SIGNATURES


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


                                            Prana Biotechnology Limited


                                             By: /s/Jonas V. Alsenas
                                                 -------------------
                                                 Dr. Jonas V. Alsenas
                                                 Chief Executive Officer


Dated:  March 30, 2005


                                       16