**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:
                May 15, 2006/s/
                Ted T.H. JeongTed
                T.H. JeongChief
                Financial Officer