"I will be honoured to be part of that," the actor told the Herald Sun.
Farrell, Jude Law and Johnny Depp will split what remains of Ledger's role.
"It makes me feel uncomfortable to think about it too much and to get into it really here but it's an incredibly painful honour to have, you know, and an honour I wish wasn't bestowed but an honour none-the-less," Farrell said.
"It's about getting Heath's work out there, get his work out there, he's too good for any of his work not to be seen, you know, and I'm really keen and looking forward to doing it and just doing the best job I can do," the actor added.
Ledger, 28, died of an accidental overdose of prescription drugs on Jan. 22.
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