**EXHIBIT
        31.2**
  **CERTIFICATION**
  I,
        Ted
        T.H. Jeong, Chief Financial Officer of Rexahn Pharmaceuticals, Inc., certify
        that:
  1.
              I
                  have reviewed this quarterly report on Form 10-QSB of Rexahn
                  Pharmaceuticals, Inc.;
  2.
              Based
                  on my knowledge, this quarterly report does not contain any untrue
                  statement of a material fact or omit to state a material fact necessary
                  to
                  make the statements made, in light of the circumstances under which
                  such
                  statements were made, not misleading with respect to the period
                  covered by
                  this quarterly report;
  3.
              Based
                  on my knowledge, the financial statements, and other financial
                  information
                  included in this quarterly report, fairly present in all material
                  respects
                  the financial condition, results of operations and cash flows of
                  the small
                  business issuer as of, and for, the periods presented in this quarterly
                  report;
  4.
              The
                  small business issuer's other certifying officer and I are responsible
                  for
                  establishing and maintaining disclosure controls and procedures
                  (as
                  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
                  small
                  business issuer and have:
  (a)
        designed such disclosure controls and procedures, or caused such disclosure
        controls or procedures to be designed under my supervision, to ensure that
        material information relating to the small business issuer, including its
        consolidated subsidiaries, is made known to me by others within those entities,
        particularly during the period in which this quarterly report is being
        prepared;
  (b)
        evaluated the effectiveness of the small business issuer's disclosure controls
        and procedures and presented in this quarterly report my conclusions about
        the
        effectiveness of the disclosure controls and procedures, as of the end of
        the
        period covered by this quarterly report based on such evaluation;
        and
  (c)
        disclosed in this report any change in the small business issuer's internal
        control over financial reporting that occurred during the small business
        issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
        quarter in the case of an annual report) that has materially affected, or
        is
        reasonably likely to materially affect, the small business issuer's internal
        control over financial reporting; and
  5.
              The
                  small business issuer's other certifying officer and I have disclosed,
                  based on my most recent evaluation, to the small business issuer's
                  auditors and the audit committee of the small business issuer's
                  board of
                  directors (or persons performing the equivalent
                  functions):
  (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 small business issuer'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 small business issuer's internal control over
        financial reporting.
   Dated:
                  August 14, 2006/s/
                  Ted T.H. JeongTed
                  T.H. JeongChief
                  Financial Officer