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 23, 2005


/s/ Ted T.H. Jeong
-------------------------
Ted T.H. Jeong
Chief Financial Officer