Registration Nos. 333-174278 and 333-190908 As filed with the Securities and Exchange Commission on July 24, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRANA BIOTECHNOLOGY LIMITED

(Exact name of registrant as specified in its charter)

Australia

(State or other jurisdiction of incorporation or organization)

Not Applicable (I.R.S. Employer Identification No.)

ABN 37 080 699 065 Level 2, 369 Royal Parade, Parkville, Victoria 3052 Australia Tel. +61-3-9349-4906

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Puglisi & Associates 850 Library Avenue, Suite 204 P.O. Box 885 Newark, Delaware 19715 Tel. (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

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If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to: (a) the Registration Statement on Form F-3 (No. 333-174278) initially filed with the Securities and Exchange Commission (the “Commission”) by Prana Biotechnology Limited (the “Registrant”) on May 17, 2011 (the “Initial Registration Statement”) relating to the registration by the Registrant of up to $50,000,000 of ordinary shares, warrants and debt securities (the “Initial Securities”); and (b) the registration statement on Form F-3 (No. 333-190908) filed with the Commission by the Registrant on August 30, 2013 (together with the Initial Registration Statement, the “Registration Statements”), relating to the registration of an additional $7,864,000 of ordinary shares (together with the Initial Securities, the “Securities”).

This Post-Effective Amendment No. 1 to the Registration Statements is being filed to deregister the $20,864,934 of unsold Securities under the Registration Statements as of June 30, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Melbourne, Australia, on the 24[th] day of July, 2014.

By: /s/Geoffrey Kempler Geoffrey Kempler Chairman of the Board of Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements has been signed below by the following persons in the capacities indicated on July 24, 2014.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this PostEffective Amendment No. 1 to the Registration Statements, solely in the capacity of the duly authorized representative of Prana Biotechnology Limited in the United States, on this 24th day of July, 2014.

Puglisi & Associates

By: _____________________ Name: Donald J. Puglisi Title: Managing Director

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