EXHIBIT 31.2 

Certification of ChiefFinancial Officer 

I, Stephen T. Wills, certify that: 

1.     I have reviewed this quarterly reporton Form 10-Q of Palatin Technologies, Inc.; 

2.     Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report; 

3.     Based on my knowledge, the financialstatements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report; 

4.     The registrant’s othercertifying officer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have: 

        (a)          Designed such disclosure controls and procedures, or caused such disclosure          controls and procedures to be designed under our supervision, to ensure that          material information relating to the registrant, including its consolidated          subsidiaries, is made known to us by others within those entities, particularly          during the period in which this report is being prepared; 

        (b)          Designed such internal control over financial reporting, or caused such internal          control over financial reporting to be designed under our supervision, to          provide reasonable assurance regarding the reliability of financial reporting          and the preparation of financial statements for external purposes in accordance          with generally accepted accounting principles; 

        (c)          Evaluated the effectiveness of the registrant’s disclosure controls and          procedures and presented in this report our conclusions about the effectiveness          of the disclosure controls and procedures, as of the end of the period covered          by this report based on such evaluation; and 

        (d)          Disclosed in this report any change in the registrant’s internal control          over financial reporting that occurred during the registrant’s most recent          fiscal quarter that has materially affected, or is reasonably likely to          materially affect, the registrant’s internal control over financial          reporting; and 

5.     The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors: 

        (a)          All significant deficiencies and material weaknesses in the design or operation          of internal control over financial reporting which are reasonably likely to          adversely affect the registrant’s ability 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 registrant’s internal control over          financial reporting. 

Date: November 7, 2005 

/s/ Stephen T. Wills            

Stephen T. Wills, ChiefFinancial Officer