The Twelve Apostles as a well known landmark, were 12 residual sea stacks,located in the Port Campbell National Park, south coast of Victoria,Australia. The stratum of these sea stacks and surrounding coastal cliffs are generally believed to be marine limestone deposited continental shelf since the Tertiary Period. They indeed show weathering characteristics of karst, such as stalactite, stalagmite and clint in some locations. However, such karst features are found to be formed during secondary weathering, as they are hardly to be followed along their bedding. Furthermore, aeolian pedogenic features are observed from this deposition,such as: (1) Many CaCO_3 nodules were deposited underneath these beds; (2) Plant root fossils are commonly found in such beds; (3) Some beds are tilted to follow paleotopography,indicating their original topsoil position. In order to understand the origin of Port Campbell Limestone, one section from the Twelve Apostles (143°05'21"E,38°39'57"S) was selected to study. The thickness of the section is 50m and 220 samples were totally collected from the top to 50m of the section, sampling intervals are 10cm in upper section (from 0m to 8m) and 30cm in lower section (from 8m to 50m). Particle size,morphology of quartz grains,Rare Earth Elements (REE) were measured and compared with those of typical Quaternary aeolian loess-palaeosols and modern beach sand. The particles size of the whole section shows uniform fine feature and smaller than 100mum. Silt fractions of Port Campbell Limestone are constantly dominant with the median grain size varying from 3.014mum to 20.702mum. Its particle characteristics of Port Campbell Limestone differs from those of modern beach sand,however are very close to those of loess and palaeosols according to Sahu's empirical judgement equation (the Y-values of eolian deposits using the equation should be smaller than -2.7411). Scanning Electron Microscopy (SEM) analysis demonstrations that most of the quartz grains from Port Campbell Limestone have irregular and angular shapes and many are characterized by sharp edges and conchiform fractures. These morphology features of quartz grain are considered as wind-blown characteristic. The REE patterns of Port Campbell Limestone show extreme homogeneity with those of Chinese loess- paleosol in Xifeng. These samples enriched LREE and fairly flat HREE profiles, are also the REE properties of the upper continental crust (UCC). These results indicate that the sediments of Port Campbell Limestone were all derived from well-mixed sedimentary protoliths, as are characteristic of eolian deposits. Together with features of pedogenic CaCO_3 nodules and plant root fossils, the Port Campbell Limestone is rather similar in some of its properties to the Quaternary loess-palaeosols. We thus suspect the Port Campbell Limestone was unlikely deposited under an environment of continental shelf, but developed in continent as topsoil environment mainly. Previous studies revealed that climatic condition surround Lake Eyre basin had a clear change from Middle Miocene to Late Miocene, marked by deposition cessation of carbonaceous sediments and decreasing proportion of Nothofagus pollen. Aridification in Lake Eyre basin during this period may provide an aeolian source to deposit silt dust in Port Campbell and down wind area. Since Miocene, climate change between warm and cool has occurred many times, leading sea-level changes. This could be one of the reasons to interpret the aeolian sediment and pedogenic developed by coast also containing shells and well-preserved shallow or open-marine microfauna in some strata positions.