**Exhibit 12.02**

 

CERTIFICATION

 

I, ThomasG. Howitt, Chief Financial Officer, certify that:

 

1.             I have reviewed thisannual report on Form 20-F of Genetic Technologies Limited;

 

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

 

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

 

4.             The Company’s othercertifying officers and I are responsible for establishing and maintainingdisclosure 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 oursupervision, to ensure that material information relating to the company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)           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

 

(c)           Disclosed in this report any change in the Company’sinternal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely tomaterially affect the Company’s internal control over financial reporting; and

 

5.             The Company’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal 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)           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 the Company’sinternal control over financial reporting.

 

Date: December 23rd,2005

 

 
|       | /s/  Thomas G. Howitt    |   |
|------------|--------------------------|--------|
| ** ** | **Thomas G.  Howitt**    |
|       | Chief  Financial Officer |

 

A signed original of this written statement required bySection 302 has been provided to Genetic Technologies Limited and will beretained by Genetic Technologies Limited and furnished to the Securities andExchange Commission or its staff upon request.

 

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