**EXHIBIT 12.01**

 

**SARBANES-OXLEY SECTION 302(a) CERTIFICATION**

 

I, Thomas G. Howitt, certify that:

 

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

 

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

 

3.           Based on my knowledge, the financial statements, and other financialinformation included in****this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the company as of, and for, the periods presented in this report;

 

4.           The Company’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f) for the company and have:

 

(a)           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thecompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

(b)           Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)           Evaluated the effectiveness of the company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)           Disclosed in this report any change in thecompany’s internal control over financial reporting that occurred during theperiod covered by the annual report that has materially affected, or isreasonably likely to materially affect the company’s internal control overfinancial reporting; and

 

5. The Company’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the company’s auditors and theaudit committee of the company’s board of directors (or persons performing theequivalent functions):

 

(a)  Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the company’s ability to record, process, summarize and reportfinancial information; and

 

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

 

 
| Date:  December 30, 2008 | /s/  Thomas G. Howitt    |
|-------------------------------|--------------------------|
|                          | Thomas  G. Howitt        |
|                          | Chief  Financial Officer |

 

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