**Exhibit 12.1**
**CERTIFICATIONS**
I, Christopher Naughton, certify that:
1. I have reviewed this annual report on Form 20-F of Novogen Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3. Based on my knowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the company as of, and for, the periods presented in this report. 4. The company’s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) ) for the company and have:
 (a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the company, including itsconsolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared:  (b) Omitted  (c) Evaluated the effectiveness of the company’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and  (d) Disclosed in this report any change in the company’s internalcontrol over financial reporting that occurred during the period covered bythe annual report that has materially affected, or is reasonably likely tomaterially affect the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the company’s auditors and theaudit committee of the company’s board of directors (or persons performing the equivalentfunctions).
 (a) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process,summarize and report financial information; and  (b) Any fraud, whether or not material, that involves managementor other employees who have a significant role in the company’s internalcontrol over financial reporting.   Date:xxxxxxxxxx, 2004     Managing Director
 

 

I, David Ross Seaton, certify that:
1. I have reviewed this annual report on Form 20-F of Novogen Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3. Based on my knowledge, the financial statements, and other financial information includedin 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 presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e) ) for the company and have:
 (a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the company, including itsconsolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is beingprepared:  (b) Omitted  (c) Evaluated the effectiveness of the company’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and  (d) Disclosed in this report any change in the company’s internalcontrol over financial reporting that occurred during the period covered bythe annual report that has materially affected, or is reasonably likely tomaterially affect the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the company’s auditors and the auditcommittee of the company’s board of directors (or persons performing the equivalent functions).
 (e) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record,process, summarize and report financial information; and  (f) Any fraud, whether or not material, that involves managementor other employees who have a significant role in the company’s internalcontrol over financial reporting.   Date:xxxxxxxxxx, 2004     Chief Financial Officer