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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F/A
 (Amendment No. 2)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from
 to
 Commission file number 0-29962
 Novogen Limited
 
 Not Applicable
 New South Wales, Australia
 140 Wicks Road, North Ryde, New South Wales 2113, Australia
 None
 Ordinary Shares*
American Depositary Shares, each representing five Ordinary Shares
 
 *
    
    Not for trading, but only in connection with the registration of American Depositary Shares. Not
Applicable
   o þ
  o þ
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller 
reporting company)
    
    Smaller reporting
company o
  U.S. GAAP o
    
    International Financial Reporting Standards as issued
By the International Accounting Standards Board þ
    
    Other o
  o o
  o þ




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EXPLANATORY NOTE




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TABLE OF CONTENTS  Part IIIItem 19. ExhibitsSIGNATURESExhibit Index to Amendment No. 2EX-4.11EX-12.1EX-12.2EX-13.1    Table of Contents  
 Part III
 
 Item 19. Exhibits
  ExhibitNo.
    
    Exhibit Description1.1
    
    Constitution of Novogen Limited (formerly known as the Memorandum of Association and
Articles of Association). (1)2.1
    
    Deposit Agreement as further amended and restated, dated as of September 29, 2005, among
Novogen Limited, the Bank of New York, as Depositary, and owners and holders from time to
time of ADRs issued thereunder. (2)4.1
    
    Employment Contract between the Company and Mr. C. Naughton dated June 21, 2006. (4)4.2
    
    Employment Contract between the Company and Professor Alan Husband dated June 21, 2006. (4)4.4
    
    Lease between Kendall Glen Pty Limited (Lessor) and Novogen Laboratories Pty Ltd for the
Companys corporate headquarters at 140 Wicks Road, North Ryde, New South Wales. (3)4.5
    
    Employment Contract between the Company and Bryan Palmer dated June 21, 2006. (4)4.6
    
    Employment Contract between the Company and Craig Kearney dated June 21, 2006. (4)4.7
    
    Employment Contract between the Company and David Seaton dated June 21, 2006. (4)4.8
    
    Employment Contract between the Company and Ronald Erratt dated June 21 30, 2006. (4)4.9
    
    Employment Contract between the Company and Warren Lancaster dated June 21, 2006. (5)4.10
    
    Patent License Agreement, dated as
of November 13, 1997, by and among Novogen Limited, Novogen
Research Pty Limited, Novogen Inc. and Protein Technologies
International Inc.* **4.11
    
    Amendment to the Patent License Agreement, dated as of June 21, 2004 by and among Novogen
Limited, Novogen Research Pty Limited, Novogen Inc. and Solae LLC (formerly known as
Protein Technologies International Inc.)* **8.1
    
    Company Subsidiaries**12.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a  14(a) of the Securities
Exchange Act of 1934, as amended**12.2
    
    Certification of Chief Financial Officer a pursuant to Rule 13a  14(a) of the Securities
Exchange Act of 1934, as amended**13.1
    
    Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as added by Section 906 of the Sarbanes  Oxley Act of 2002.**
 
 *
    
    Portions of these documents have been omitted pursuant to a request for confidential
treatment. Such omitted portions are being filed separately with the SEC.




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**
    
    Filed herewith.(1)
    
    Incorporated by reference to the
Registration Statement on Form 20-F filed
with the Securities and Exchange
Commission on December 24, 1998 (File No.
0-29962)(2)
    
    Incorporated by reference to the
Registration Statement on Form F-6 filed
with the Securities and Exchange
Commission on September 29, 2005 (File No.
333-128681)(3)
    
    Incorporated by reference to the Annual
Report on Form 20-F filed with the
Securities and Exchange Commission on
November 27, 2000 (File No. 0-29962)(4)
    
    Incorporated by reference to the Annual
Report on Form 20-F filed with the
Securities and Exchange Commission on
November 29, 2006 (File No. 0-29962)(5)
    
    Incorporated by reference to the Annual
Report on Form 20-F filed with the
Securities and Exchange Commission on
December 14, 2007 (File No. 0-29962)




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SIGNATURES
  NOVOGEN LIMITED/s/ Christopher NaughtonMr. Christopher NaughtonManaging Director
Date: May 5, 2009




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Exhibit Index to Amendment No. 2
 4.11
    
    Amendment to the Patent License Agreement, dated as of June 21, 2004
by and among Novogen Limited, Novogen Research Pty Limited, Novogen
Inc. and Solae LLC (formerly known as Protein Technologies
International Inc.)* **12.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a 
14(a) of the Securities Exchange Act of 1934, as amended**12.2
    
    Certification of Chief Financial Officer a pursuant to Rule 13a 
14(a) of the Securities Exchange Act of 1934, as amended**13.1
    
    Certification by the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as added by Section 906 of
the Sarbanes  Oxley Act of 2002.**
 
 *
    
    Portions of these documents have been omitted pursuant to a request
for confidential treatment. Such omitted portions are being filed
separately with the SEC.**
    
    Filed herewith.