U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

         For the fiscal year ended December 31, 2001

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

For the transition period from ___________________ to ____________________

                         Commission file number: 0-15070

                        REGENERX BIOPHARMACEUTICALS, INC.
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>

<S>                                                                    <C>
             DELAWARE                                                                 52-1253406
(State or other jurisdiction of                                        (I.R.S. Employer Identification number)
incorporation or organization)
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          3 BETHESDA METRO CENTER, SUITE 700, BETHESDA, MARYLAND 20814
           (Address of principal executive offices including zip code)

Issuer's telephone number: 301-961-1992
                           ------------

Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. YES X NO __

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         State the issuer's revenues for its most recent fiscal year: $0.

         The aggregate market value of the voting stock held by non-affiliates
of the registrant, computed by reference to the closing price of such stock on
the OTC Bulletin Board on March 15, 2002, was approximately $8.6 million. (The
exclusion from such amount of the market value of the shares owned by any person
shall not be deemed an admission by the registrant that such person is an
affiliate of the registrant.)

         The number of shares of issuer's Common Stock outstanding as of March
15, 2002 was 26,783,812.

                    Documents Incorporated by Reference   None
                    -----------------------------------

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE)   YES        NO    X
                                                                ----        ----
<PAGE>

PART I

ITEM 1.  BUSINESS

GENERAL

         RegeneRx Biopharmaceuticals, Inc. (the "Company") was formed in 1982
and is a pharmaceutical research and development company focusing on the
development of products to treat a variety of human diseases. Following a vote
of its stockholders on December 15, 2000, the Company changed its name from
Alpha 1 Biomedicals, Inc. to RegeneRx Biopharmaceuticals, Inc. In September
1998, the Company suspended its operations due to the insufficiency of funds. In
August 1999, the Company resumed operations, on a limited basis, beginning with
the appointment by its Board of Directors of the Company's Chairman and
co-founder, Dr. Allan L. Goldstein, as the Company's new president and chief
executive officer and the Board's appointment of four individuals, including Dr.
Goldstein, to serve as financial and business consultants to the Company and to
manage the Company's affairs on an interim basis. The consultants are
responsible for general corporate activities, product development planning and
the selection and management of the various external resources necessary to
conduct pre-clinical and clinical studies. See "Item 12. Certain Relationships
and Related Transactions--Consulting Agreement." Currently, the Company has no
products that have received regulatory approval.

         The Company's primary business focus for most of its history was the
commercialization of Thymosin alpha 1 ("T(alpha)1"), a 28 amino acid peptide
shown to regulate the immune system in animal models. T(alpha)1 is now approved
for the treatment of hepatitis b and c and as an immune adjuvant in 23 countries
outside the United States and is in registration for approval in several more.
In 1998, the Company sold all rights and interests it had in T(alpha)1 to
SciClone Pharmaceuticals, Inc. See "--Previous Commercial Development - Thymosin
Alpha 1" below. The Company's current primary business focus is the
commercialization of Thymosin beta 4, a 43 amino acid peptide ("T(beta)4"). The
Company is concentrating its efforts on the use of T(beta)4 for the treatment of
injured tissue and non-healing wounds to enable more rapid repair and/or tissue
regeneration.

         The Company utilizes a virtual company strategy in order to effectively
control costs while focusing on the clinical development of T(beta)4. The
Company uses this model for certain research and development, clinical trials,
and manufacturing operations, as well as other functions critical to its
mission. The Company believes this approach enhances its ability to allocate
resources rapidly to different projects. The strategy consists of (i)
identifying, evaluating and licensing pharmaceutical product opportunities that
appear to have a significant commercial potential; (ii) designing pre-clinical
and/or clinical protocols to test such products; (iii) utilizing third party
contract manufacturers to supply clinical grade material and third party
contract research organizations to perform pre-clinical and/or clinical studies
in accordance with its designed protocols; and (iv) pursuing sublicense
arrangements with established pharmaceutical companies to support late stage
clinical testing and ultimately marketing if regulatory approval is obtained.

RECENT DEVELOPMENTS

         On March 7, 2002 the Company completed the sale of 7,306,383 shares of
the common stock of the Company pursuant to a private placement at a price of
$.235 per share. The Company received approximately $1.7 million in proceeds
from this private placement of its common stock. The lead investor in the
transaction was Defiante Farmaceutica Unipessoal, L.d.a., a Portuguese company
which is part of an Italian pharmaceutical group, Sigma-Tau, S.p.A.,
headquartered in Rome, Italy. Defiante Farmaceutica Unipessoal, L.d.a. purchased
4,255,319 shares of Company common stock in the private placement.

         On March 19, 2002, J.J. Finkelstein was appointed as the Company's
President and Chief Executive Officer, replacing Dr. Allan L. Goldstein who will
remain as Chairman and Chief Scientific Advisor of the Company. Mr. Finkelstein
was also appointed to the Company's board of directors. Mr. Finkelstein was one
of the early founders of RegeneRx, having helped finance the Company during its
start-up in 1982. He was appointed



                                       2
<PAGE>

President and CEO in 1984 and remained in that position through 1989, during
which time he was responsible for several rounds of financing including the
Company's initial public offering. Mr. Finkelstein served as a financial and
business consultant to the Company since August 1999.


PRIMARY COMMERCIAL DEVELOPMENT FOCUS - THYMOSIN BETA 4

         General. Originally isolated from the thymus, T(beta)4 is a chemically
synthesized copy of a natural human peptide that circulates in the blood and
plays a vital role in the regeneration, remodeling and healing of tissues.
Although it is recognized that wound healing is a complex process, most
companies working to develop new drugs in this area have focused primarily on
adding different growth factors to stimulate healing and have, to date, failed
to demonstrate dramatic improvements in the healing process. T(beta)4 represents
a new type of compound being developed to speed the healing of injured tissues,
accelerate the growth of blood vessels and reduce inflammation. Unlike compounds
such as Platelet-Derived Growth Factor ("PDGF"), Keratinocyte Growth Factor
("KGF-2"), Epidermal Growth Factor ("EGF"), or basic Fibroblast Growth Factor
("bFGF"), T(beta)4 is not a growth factor and, unlike Interleukin-1 ("IL-1") or
Tumor Necrosis Factor ("TNF-a"), T(beta)4 is not a cytokine. (Cytokines are
proteins and peptides, which act as immune regulators and modulate the
functional activities of individual cells and tissues.) Rather, it regulates the
actin molecule in most mammalian cells and as such plays a vital role in the
healing of injured or damaged tissues. Actin comprises up to 10% of the protein
of non-muscle cells and plays a central role in cell structure (formation of the
cytoskeleton) and in the movement of cells throughout the body. Research studies
from the National Institutes of Health ("NIH") published in 1995, 1997, and 1999
established that T(beta)4 stimulates the migration of human keratinocytes (skin
cells) and the migration of human endothelial cells. Endothelial cells are the
major cell types responsible for the formation of blood vessels and other
tissues. These studies were the first to document the important role of T(beta)4
in wound healing.

         Product Development. The Company's first efforts to commercialize
T(beta)4 focused on the development of T(beta)4 for the treatment of cystic
fibrosis. The Company suspended this development work in February 1996 upon
learning that it would potentially infringe upon a U.S. patent issued for
certain therapeutic compounds which might be used for the treatment of cystic
fibrosis. The Company attempted but was not able to negotiate a license to this
patent. In March 1997, the Company provided limited funding under a research
contract with Vanderbilt University to determine the effect of T(beta)4 in a
sheep model of Adult Respiratory Distress Syndrome ("ARDS"), a syndrome
associated with septic shock. In animal models of septic shock, T(beta)4 has
been shown to reduce endotoxin-induced death, presumably by modulating
pathologic mediators of inflammation and cell death. Additional pre-clinical
research studies would be required to determine the value of T(beta)4 in the
treatment of septic shock and syndromes associated with septic shock. The
Company is considering additional studies for this use of T(beta)4 and holds two
patents related to this application. See "--Proprietary Rights" below.

         The Company's main product development focus is its involvement with
and support of studies using T(beta)4 for the treatment of non-healing wounds
and similar medical problems. The Company entered into a Material Transfer -
Cooperative Research and Development Agreement with the NIH during the second
quarter of 1997. Under this agreement, the Company provided an NIH investigator
with T(beta)4 purchased from a third party vendor for testing in animal models
in a wound healing study. In exchange, the Company received an option to elect
an exclusive or non-exclusive commercialization license from the NIH for any
patent rights that might result from the research study that relate to the use
of T(beta)4 as a tissue growth and repair factor. Under the agreement, the
Company was required to exercise this option within three months after the NIH
notified the Company that a patent or other intellectual property application
had been filed. A provisional patent application was filed by NIH in July 1998,
with a Patent Cooperation Treaty (PCT) application filed in July 1999,
pertaining to the work performed on T(beta)4. On February 6, 2001, the Company
executed an agreement with the NIH giving the Company an exclusive worldwide
license from the NIH for all claims to T(beta)4 within the patent application.
In exchange for the exclusive license, the Company must make certain royalty and
milestone payments to the NIH. No assurance can be given as to whether or when a
patent will be issued, or as to any conditions that might be attached to the
patent.



                                       3
<PAGE>


         To date, the NIH has performed pre-clinical animal studies using
T(beta)4, supplied by the Company, which have indicated that T(beta)4 is
effective in healing injured tissue and improving wound healing and chemical
burns in steroid-treated rodents and other mammals. Before clinical trials may
begin the Company must file with the U.S. Food and Drug Administration (the
"FDA") an Investigational New Drug Application ("IND"), and the IND must be
approved by the FDA. Product development activities generally required to
support the filing of an IND include (i) manufacturing of pre-clinical supplies;
(ii) pharmacology studies; (iii) toxicology studies; (iv) manufacture of
clinical supplies; and (v) development of a biochemical assay and immunoassay
for T(beta)4. In June 2000, the Company and the NIH met with the FDA to discuss
the proposed IND application which, if approved, would allow initiation of Phase
I clinical trials on the use of T(beta)4 as a wound-healing treatment. The
Company has received correspondence from the FDA which specifies the remaining
pre-clinical work the Company must undertake in order to have the IND approved.
The Company is currently preparing to complete the pre-clinical work necessary
for approval of the IND and Phase I clinical trials. See "Forward-Looking
Statements -- Uncertainties Related to Limited Capital Resources" and "--
Dependence on Collaborative Relationships" contained in Exhibit 99 to this
Report. For additional information regarding the regulatory approval process for
the Company's products, see "-- Government Regulation."

         Other areas the Company may explore with T(beta)4 are the healing of
eye injuries, including chemical burns and inflammatory processes, post surgical
healing, and wound healing in patients undergoing steroidal therapy, among other
indications. The Company also is reconsidering the possible applications of
T(beta)4 for the treatment of septic shock and cystic fibrosis.

         All of the Company's efforts to develop additional applications would
likely require substantial additional capital or a strategic alliance or other
partnership arrangement with a firm providing the capital and/or necessary
expertise.

         The Company has placed development of T(beta)4 for wound healing as its
highest product development priority. For additional information regarding the
Company's efforts to commercialize T(beta)4, see "--Proprietary Rights."

PREVIOUS COMMERCIAL DEVELOPMENT - THYMOSIN ALPHA 1

         The Company's first commercial development project was focused on
T(alpha)1, a 28 amino acid peptide shown to regulate the immune system in animal
models. T(alpha)1 is now approved for the treatment of hepatitis b and c and as
an immune adjuvant in 23 countries outside the United States and is in
registration for approval in several more. The commercial development of this
product was licensed to SciClone Pharmaceuticals, Inc. ("SciClone") in November
1994.

         Under the license agreement with SciClone, the Company was entitled to
receive certain royalties on SciClone's net sales revenue from licensed products
that ranged from 3% to 7% depending on SciClone's rights in the country in which
the sales occurred. The Company's right to receive royalties was to continue at
least until September 30, 2002. If, at the end of this eight-year period, the
Company had not realized royalty payments in the amount of $35 million, then
SciClone's royalty obligations were to continue until the earlier of (i) the
payment to the Company of royalties aggregating $35 million or (ii) September
30, 2009.

         In 1996, the Company entered into a second agreement with SciClone
whereby the Company received a non-refundable payment of royalties in the amount
of $500,000, which was included in revenues in 1996. In exchange, the Company
agreed that after royalty payments totaling $1.75 million were made, the Company
would forgo future royalties, if and when earned, in an amount equal to $2.5
million.



                                       4
<PAGE>

         In August 1997, the Company entered into a third agreement with
SciClone whereby the Company received $70,000 as a non-refundable royalty
payment in exchange for the Company's agreement to forgo an additional $700,000
in future royalties. This payment was included in revenues in 1997.

         In December 1997, the Company entered into an agreement with SciClone
whereby the Company's rights to receive royalty payments from the future sale by
SciClone and its licensees of T(alpha)1 would be sold to SciClone in exchange
for $130,000 in cash and 444,115 shares of SciClone common stock, plus an
additional 155,885 shares if the market value of SciClone common stock was below
$4.053 per share during prescribed trading periods following the closing of the
transaction.

         To assist the Company in funding its operations pending the closing of
the transaction, SciClone agreed in 1998 to advance the Company up to $350,000,
to be repaid in several installments following the closing of the transaction.
These advances were secured by shares of SciClone common stock having a market
value equal to the principal amount of the loans.

         The royalty sale transaction was approved by the Company's stockholders
on July 15, 1998 and completed on July 28, 1998. In 1998 and 1999, because the
market value of the SciClone common stock was below $4.053 per share during the
prescribed post-closing trading periods, the Company received an additional
155,885 shares of SciClone common stock. As of December 31, 1999, the Company
owed SciClone $301,722 on the outstanding advances (exclusive of accrued
interest) and was in default in its obligations to repay these amounts. On
January 25, 2000, the Company and SciClone entered into an Omnibus and Mutual
Release of Claims Agreement under which SciClone agreed to cancel all amounts
payable by the Company upon the Company's payment to SciClone a sum of $162,500.
This amount was paid by the Company to SciClone in February 2000. SciClone
further agreed to return to the Company the 69,085 shares of stock of SciClone
common stock which were being held by SciClone as collateral for the loans. Each
company agreed to release the other from any and all claims whatsoever which
they may have relating to or arising under the agreement, the loans and the
shares of SciClone common stock. As of December 31, 2000, the Company held
37,673 shares of SciClone common stock. The closing price per share of the
SciClone common stock on that date, as reported by The Nasdaq Stock Market, was
$4.00. In February 2001, the Company sold all 37,673 remaining shares of
SciClone common stock at a price of $6.42 resulting in cash proceeds totaling
$241,883.

MANUFACTURING

         In anticipation of Phase I clinical trials, the Company has contracted
with a manufacturer to produce T(beta)4 for this study, and future studies, of
T(beta)4. In March 2000, the Company pre-paid $50,000 of the $100,000 cost of an
initial quantity of the material. Pursuant to the agreement with the
manufacturer, the remaining $50,000 became due in 2001 as a result of the
Company's obtainment of exclusive rights under the patent application filed by
the NIH. The remaining $50,000 was placed in escrow pending completion of
production. See "Item 6. Management's Discussion and Analysis or Plan of
Operation." For the Phase I clinical trials, it is expected that the T(beta)4
supplied by the Company will be given to another manufacturer to produce a
topical formulation that will be administered to test subjects. Several
manufacturers have been identified to formulate and test this material. No
agreements with these manufacturers have been entered into, however, and no
assurance can be given that such agreements will be negotiated on terms
favorable to the Company, or at all. Contractors will be selected on the basis
of their supply capability, ability to produce a drug substance in accordance
with current Good Manufacturing Practice requirements of the FDA and to meet
Company-established specifications. The Company does not know at this time what
the cost of manufacturing this material will be, or whether it will have
sufficient funds to cover this cost.



                                       5
<PAGE>

COMPETITION

         The Company is engaged in a business that is highly competitive.
Research and development activities for the development of drugs to treat
patients with cystic fibrosis, septic shock and non-healing wounds are being
sponsored or conducted by private and public institutions and by major
pharmaceutical companies located in the United States and a number of foreign
countries. Most of these companies and institutions have financial and human
resources that are substantially greater than those of the Company, and that
have extensive experience in conducting research and development activities and
clinical testing and in obtaining the regulatory approvals necessary to market
pharmaceutical products. With respect to wound-healing, Johnson & Johnson has
recently begun marketing of Regranex(TM) for this purpose. Another company,
Human Genome Sciences, Inc., announced on October 17, 2000 that SmithKline
Beecham Corporation had exercised rights to jointly develop a wound healing drug
with Human Genome Sciences.

GOVERNMENT REGULATION

         Regulation by governmental authorities in the United States and foreign
countries will be a significant factor in the manufacturing and marketing of the
Company's products and in its ongoing research and product development
activities. Any product developed by the Company will require regulatory
approval by governmental agencies prior to commercialization. In particular,
human therapeutic products are subject to rigorous pre-clinical and clinical
testing and other approval procedures by the FDA and similar health authorities
in foreign countries. Various federal statutes and regulations also govern or
influence the manufacturing, labeling, storage, record keeping and marketing of
such products. The process of obtaining these approvals and the subsequent
compliance with appropriate federal statutes and regulations require the
expenditure of substantial resources. Any failure by the Company to obtain
regulatory approvals, or any delay in obtaining such approvals, could adversely
affect the marketing of products being developed by the Company, its ability to
receive product or royalty revenues and its liquidity and capital resources.

         Pre-clinical testing in the laboratory must be conducted to evaluate
the potential efficacy and the safety of an investigational drug. The results of
these studies are submitted to the FDA as part of an IND, which must be reviewed
and approved before clinical testing can begin. Typically, clinical evaluation
involves a three stage process. In Phase I, trials are conducted with a small
number of subjects to determine the safety profile, the pattern of drug
distribution and metabolism. In Phase II, trials are conducted with groups of
patients afflicted with a specific disease in order to determine preliminary
efficacy, optimal dosages and expanded evidence of safety. In Phase III, large
scale, multi-center, comparative trials are conducted with patients afflicted
with a target disease in order to provide enough data for the statistical proof
of efficacy and safety required by the FDA and other regulatory authorities.

         The results of the pre-clinical and clinical testing with detailed
information on manufacturing are submitted to the FDA in the form of a New Drug
Application ("NDA") or a Product License Application ("PLA") accompanied by an
Establishment License Application ("ELA") for approval to commence commercial
sales. In responding to an NDA, PLA or ELA, the FDA may grant marketing
approval, request additional information or deny the application if the FDA
determines that the application does not satisfy its regulatory approval
criteria. Therefore, even if the Company completes Phase III clinical trials for
certain of its products, there can be no assurance that the FDA will grant
marketing approvals, or if granted, that they will be granted on a timely basis.
If the FDA does approve a product, it may require, among other things,
post-marketing testing, including potentially expensive Phase IV studies, and
surveillance to monitor the safety and effectiveness of the drug. In addition,
the FDA may in some circumstances impose restrictions on the use of the drug
that may be difficult and expensive to administer. Product approvals may be
withdrawn if compliance with regulatory requirements are not maintained or if
problems occur after the product reaches the market.



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<PAGE>

         Under the Orphan Drug Act, the FDA may designate a product or products
as having Orphan Drug status to treat "a rare disease or condition" which is a
disease or condition that affects populations of less than 200,000 individuals
in the United States, or, if victims of a disease number more than 200,000, the
sponsor establishes that it does not realistically anticipate its product sales
will be sufficient to recover its costs. If a product is designated as an Orphan
Drug, then the sponsor is entitled to receive certain incentives to undertake
the development and marketing of the product. One such incentive is market
exclusivity. The sponsor that obtains the first marketing for a designated
Orphan Drug for a given indication is eligible to receive marketing exclusivity
for a period of seven years. There may be multiple designations of Orphan Drug
status for a given drug and for different indications. However, only the sponsor
of the first approved NDA (or PLA) for a given drug for its use in treating a
given rare disease may receive marketing exclusivity for such use. Even if a
sponsor of a product for an indication for use with an Orphan Drug designation
is the first to obtain FDA approval of an NDA (or PLA) for that designation and
obtains marketing exclusivity, another sponsor's application for the same drug
product may be approved by the FDA during the period of exclusivity if the FDA
concludes that it is clinically superior.

PROPRIETARY RIGHTS

         Under a research agreement with The George Washington University
("GWU"), the Company funded T(beta)4 research at GWU and was granted a sole and
exclusive world-wide license to any patents that resulted from such research.
While the Company no longer funds research under this agreement, the Company
remains obligated under the research agreement to pay GWU a royalty of 4% of the
net sales, if any, of specified products covered by patents issued in connection
with the agreement. Pursuant to the research agreement, the Company has
exclusive rights to patent applications filed in the United States and in Europe
disclosing the use of T(beta)4 for the treatment of septic shock and associated
syndromes, including ARDS. Two U.S. patents have issued. The first patent, No.
5,578,570, entitled "Method of Treating Septic Shock Using T(beta)4," issued on
November 26, 1996 and the second patent, No. 5,593,964, entitled "Method of
Treating Septic Shock By Preventing Actin Polymerization," issued on January 14,
1997. No sales have occurred and as a result, no royalty payments have yet been
incurred or paid to GWU pursuant to the research agreement. The Company has also
filed numerous other patents related to T(beta)4 and related compounds and
indications for their use.

         As discussed above under "--Primary Commercial Development Focus -
Thymosin Beta 4 - Product Development," the Company has obtained exclusive
rights under a patent application filed by the NIH for the use of T(beta)4 in
the treatment of non-healing wounds. There can be no assurance that this, or any
other future patent application under which the Company has rights, will result
in the issuance of a patent or that any patent issued will not be subject to
challenge. In the case of a claim of patent infringement by or against the
Company, there can be no assurance that the Company will be able to afford the
expense of any litigation that may be necessary to enforce its proprietary
rights.

EMPLOYEES

         The Company utilizes a business strategy that involves contracting out
research, development, manufacturing, and other functions to third parties
partially in order to minimize the expense and overhead associated with the
maintenance of permanent employees and laboratory and manufacturing facilities.
Consistent with this strategy, the Company currently utilizes several
consultants, along with various other professional advisors, to advise its Chief
Executive Officer and Board of Directors on all company matters. See "Item 12.
Certain Relationships and Related Transactions -- Consulting Agreement." The
Company currently has two employees in addition to retaining several outside
consultants.



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<PAGE>


CLINICAL TRIALS

         Under its current business model, the Company intends to use a Clinical
Research Organization (CRO) to conduct all facets related to clinical trials.
This includes any preclinical pharmacokinetics, toxicology, and formulation work
remaining prior to beginning human clinical trials. The CRO will also be
responsible for the conduct of clinical trials on behalf of the Company. This
will enable the Company to efficiently perform high quality clinical trials
without the need to build infrastructure to support such trials and without
giving up any rights to its products. The Company intends to file an IND and
begin human clinical trials this year.


ITEM 2.  PROPERTIES

         The Company's corporate headquarters are located in Bethesda, Maryland
where it leases office space in an executive office suite. The Company entered
into the lease agreement for this property in August 1999. The lease agreement
provides for three-month term, which automatically renews upon expiration for an
additional three months unless either the Company or the lessor provides notice
of termination 60 days prior to expiration. In addition, the Company had an
operating lease for production facility space in Sunnyvale, California. The term
of this lease expired in January 2002. In March 1995, the Company assigned its
interest in the lease to a third party for the remaining term of the lease. The
Company was liable under the original lease agreement to pay rent and other
amounts owed by the assignee if the assignee defaults in payment of these
amounts to the landlord. For additional information, see Note 10 of the Notes to
Financial Statements contained in Item 7 of this Report and "Forward-Looking
Statements-- Obligations Under Prior Laboratory Lease Agreement" contained in
Exhibit 99 to this Report.

ITEM 3.  LEGAL PROCEEDINGS

         None.




ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.



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<PAGE>



PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         In March 2001, the Company's common stock began trading on the OTC
Bulletin Board under the symbol RGRX. Prior to that date, and during 2000 and
1999, the Company's common stock traded in the over-the-counter market in the
"pink sheets." The Company also has outstanding several classes of warrants to
purchase Company common stock for which there is no public market.

         The following table sets forth the high and low bid prices for the
Company's common stock for the periods indicated as reported by hdvest.com.
These quotations reflect inter-dealer prices, without retail mark-up, mark-down,
or commission, and may not represent actual transactions.

                                           High          Low

For the year ended

December 31, 2001:
First Quarter                              $.20         $.06
Second Quarter                             $.73         $.03
Third Quarter                              $.62         $.16
Fourth Quarter                             $.32         $.18

December 31, 2000:
First Quarter                              $.45         $.01
Second Quarter                             $.17         $.09
Third Quarter                              $.16         $.06
Fourth Quarter                             $.17         $.04



         As of December 31, 2001, there were approximately 1,120 holders of
record of the Company's common stock.

         The Company has never paid a cash dividend on its common stock and does
not anticipate that any cash dividends will be paid on the common stock in the
foreseeable future due to the Company's limited funds for operations.




                                       9
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE AUDITED
FINANCIAL STATEMENTS AND NOTES THERETO OF THE COMPANY CONTAINED IN ITEM 7 OF
THIS REPORT. THE FOLLOWING INFORMATION CONTAINS FORWARD-LOOKING STATEMENTS WHICH
INVOLVE CERTAIN RISKS AND UNCERTAINTIES. ACTUAL RESULTS AND EVENTS MAY DIFFER
SIGNIFICANTLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. SEE
EXHIBIT 99, ATTACHED HERETO.

FINANCIAL CONDITION

         The Company's total assets at December 31, 2001 were $124,050, compared
with $499,657 at December 31, 2000. This decrease in total assets was primarily
due to decreases in the Company's cash and investment in SciClone common stock.

         Cash and cash equivalents decreased to $100,490 at December 31, 2001
from $335,421 at December 31, 2000, primarily as a result of operating expenses
paid. Investments decreased to $0 at December 31, 2001 from $150,691 at December
31, 2000. This change resulted from the sale of all remaining SciClone shares
held by the Company.

         Accounts payable decreased to $51,289 at December 31, 2001 from
$109,293 at December 31, 2000, and accrued expenses increased to $32,717 at
December 31, 2001 from $29,256 at December 31, 2000. The decrease in accounts
payable resulted from payments to vendors and the forgiveness of debt. The
Company's obligations under letter agreements with certain of its other vendors
were reduced to $20,046 at December 31, 2001 from $106,912 at December 31, 2000
as a result of the forgiveness of debt.

         Stockholders' equity decreased to $19,998 at December 31, 2001 from
$254,196 at December 31, 2000. This amount decreased primarily because of the
increase in accumulated deficit to $36,114,768 from $35,964,159 as a result of a
net loss for 2001 of $150,609, and by the decrease in accumulated other
comprehensive income to $0 at December 31, 2001 from $83,589 at December 31,
2000.

COMPARISON OF RESULTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 2001 AND 2000

         Net Income (Loss). The Company had a net loss of $150,609, or $0.01 per
basic and diluted share, for the year ended December 31, 2001, compared with net
income of $1,041,432, or $0.06 per basic and $0.05 per diluted share, for the
year ended December 31, 2000. The net loss for 2001 stemmed primarily from the
ongoing operating expenses net of the realized gain on sale of investments of
$174,780 and a $118,274 extraordinary gain resulting from the forgiveness of
debt. Net income in 2000 included a realized gain on sale of investments of
$694,931 and an extraordinary gain of $781,775 related to the settlement of
vendor payables and notes payable.

         Operating Loss. The Company had an operating loss of $495,697 for the
year ended December 31, 2001 compared to an operating loss of $463,430 for the
year ended December 31, 2000. This increase in operating loss resulted from an
increase in operating expenses for 2000, discussed below. Revenues for the years
ended December 31, 2001 and 2000 were zero. As noted below, under "--Liquidity
and Capital Resources," the Company does not anticipate it will generate
revenues in the foreseeable future.

         Operating expenses in 2001 totaled $495,697, compared to $463,430 in
2000. This increase was attributable primarily to an increase in research and
development expenses. Operating expenses are comprised of research and
development expenses, which were $139,115 for 2001 and $64,795 for 2000, and
general and administrative expenses, which were $356,582 for 2001 and $398,635
for 2000. Research and development expenses increased as a result of an increase
in research projects and in personnel related expenses. General and
administrative expenses decreased as a result of a reduction in professional
fees.



                                       10
<PAGE>

         The Company expects that its operating losses will continue in 2002,
since as with 2001 and 2000, the Company does not anticipate it will generate
any revenues in 2002.

         Other Income (Expense) and Extraordinary Items. Realized gain on sales
of investments for 2001 and 2000 were $174,780 and $694,931, respectively,
representing gains from the sale of SciClone shares received in the royalty sale
transaction. Other income of $22,000 in 2001 and $10,000 in 2000 was related to
payments made by the President of the Company on a note receivable that has been
fully reserved as a doubtful collection.

         Interest income for 2001 and 2000 was $30,034 and $18,699,
respectively. As explained below, under "--Liquidity and Capital Resources,"
during 2001 and 2000, the Company renegotiated payments to vendors and had
forgiveness of debt that resulted in an extraordinary gain of $118,274 and
$618,948, respectively. The Company also entered into an agreement with SciClone
that resulted in a forgiveness of debt of $162,827 that was recognized in 2000
as an extraordinary gain.

         Income Taxes. At December 31, 2001, the Company had net operating loss,
capital loss and research and development tax credit carryforwards of
approximately $35 million, $600,000 and $600,000, respectively, for income tax
purposes which expire in various years through 2021. Certain substantial changes
in the Company's ownership would result in an annual limitation on the amount of
the net operating loss carryforwards which can be utilized.

         The Company has provided a full valuation allowance for deferred tax
assets since realization of these future benefits cannot be reasonably assured
as a result of recurring operating losses. For years in which the Company is
profitable, these deferred tax assets are available to offset income tax
liabilities and expense, subject to certain limitations.

LIQUIDITY AND CAPITAL RESOURCES

         Since its inception in 1982, the Company's activities have consisted of
conducting research and development, sponsoring clinical trials of its
proprietary products, the construction and equipping of laboratory and
production facilities, and the manufacture of products for research, testing and
clinical trials. The Company's accumulated deficit of $36,114,768 through
December 31, 2001 has been funded primarily by the proceeds from the issuance of
equity securities (and interest earned on such funds), the licensing of
technology developed or acquired by the Company, limited product sales and
royalties, and the sale of royalty rights.

         The Company continues its development program for T(beta)4, and has no
products that have received regulatory approval. The Company has not generated
significant revenues from operations and does not anticipate generating product
revenues or other revenues from operations for the foreseeable future. During
2001 and 2000, the Company earned no revenues. The Company will require
substantial funding in order to complete its research and development activities
and to manufacture and market any products which the Company intends to develop.

         In 2000, the Company entered into settlement agreements with several of
its creditors. Pursuant to the settlement agreements, liability balances
totaling $759,176 at December 31, 1999 were settled for payments in the
aggregate of $168,164. As noted above under "Comparison of Results of Operations
for Years Ended December 31, 2000 and 1999," this included payments totaling
$148,164 to two vendors with whom the Company had letter agreements in
settlement of amounts owed to such vendors totaling $586,482, and payments
totaling $20,000 to two other vendors in settlement of amounts owed to such
vendors totaling $172,694. In connection with the settlement agreement with one
creditor, the Company's supplier of T(beta)4 for wound-healing studies to which
the Company was indebted approximately $529,000, the Company paid a deposit of
$50,000 for a commitment to purchase $100,000 of T(beta)4. Pursuant to the
agreement with this creditor, the $50,000 balance of the purchase price became
due in 2001 as a result of the Company's obtainment of an exclusive license from
the NIH under the patent application filed in connection with the wound-healing
study. See "Item 1. Business--Manufacturing." The Company also paid this
creditor $125,000 as repayment and settlement in full of the $529,000 amount
owed.


                                       11
<PAGE>

         Currently, there are two other outstanding obligations to vendors which
are under dispute. Amounts owed to these vendors totaled approximate $65,000 at
December 31, 2000 and no payments have been made to such vendors since that
date. In 2001, the Company recognized $118,274 in extraordinary income as a
result of debt forgiveness.

         Cash balance at December 31, 2001 were $100,490. Working capital at
December 31, 2001 was 9,069.

Subsequent Event

         On March 7, 2002, the Company completed a private placement of its
common stock. Under the terms of the private placement, the company sold
7,306,383 restricted shares at a stock price of $.235 per share. The total funds
raised in the private placement amounted to $1,717,000. The capital will be used
for general working capital purposes focused primarily on obtaining and IND from
the FDA and initiating human clinical trials for T(beta)4.

         Although no assurance can be given, the Company believes that with the
cash generated by the above equity transaction, together with its other readily
available funds, it will be sufficient to sustain current operations through at
least June 30, 2003. If substantial additional funding is not obtained by that
point, the Company may be forced to suspend or discontinue certain operations.

         The effect of inflation and changing prices on the continuing
operations of the Company is not expected to be significant.



                                       12
<PAGE>


ITEM 7.           FINANCIAL STATEMENTS

                                                                           PAGE


INDEPENDENT AUDITORS' REPORT                                               14


FINANCIAL STATEMENTS


         BALANCE SHEETS                                                    15


         STATEMENTS OF OPERATIONS                                          16


         STATEMENTS OF STOCKHOLDERS' EQUITY                                17


         STATEMENTS OF CASH FLOWS                                          18


         NOTES TO FINANCIAL STATEMENTS                                     19





                                       13
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
RegeneRx Biopharmaceuticals, Inc.


         We have audited the accompanying balance sheets of RegeneRx
Biopharmaceuticals, Inc. as of December 31, 2001 and 2000, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of RegeneRx
Biopharmaceuticals, Inc. as of December 31, 2001 and 2000, the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.


/s/ REZNICK FEDDER AND SILVERMAN

Bethesda, Maryland
February 27, 2002, except for note 11 which
  is dated March 7, 2002




                                       14
<PAGE>

                            REGENERX BIOPHARMACEUTICALS, INC.
                                     BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                        ------------------------------
                                                                             2001            2000
                                                                             ----            ----
<S>                                                                     <C>               <C>
ASSETS

Current assets
       Cash and cash equivalents                                        $   100,490       $   335,421
       Investments                                                               --           150,691
       Other current assets                                                  12,631             8,000
                                                                        -----------       -----------

              Total current assets                                          113,121           494,112

Fixed assets, net                                                             1,731             1,158
Due from related party, net of allowance                                      9,198             4,387
                                                                        -----------       -----------
              Total assets                                              $   124,050       $   499,657
                                                                        ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
       Accounts payable                                                 $    51,289       $   109,293
       Accrued expenses                                                      32,717            29,256
       Letter agreements with vendors                                        20,046           106,912
                                                                        -----------       -----------

              Total current liabilities                                     104,052           245,461
                                                                        -----------       -----------

Commitments                                                                      --                --

Stockholders' equity
       Preferred stock, $.001 par value per share,
        1,000,000 authorized; no shares issued                                   --                --
       Common stock, par value $.001 per share,
        100,000,000 shares authorized; 19,477,429
          issued and outstanding                                             19,477            19,477
       Additional paid-in capital                                        36,415,289        36,415,289
       Accumulated deficit                                              (36,114,768)      (35,964,159)
       Accumulated other comprehensive income                                    --            83,589

       Stock subscriptions                                                 (300,000)         (300,000)
                                                                        -----------       -----------

              Total stockholders' equity                                     19,998           254,196
                                                                        -----------       -----------

              Total liabilities and stockholders' equity                $   124,050       $   499,657
                                                                        ===========       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                       15
<PAGE>



                  REGENERX BIOPHARMACEUTICALS, INC.
                      STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                Year ended
                                                                                December 31,
                                                                   -----------------------------------------

                                                                        2001                       2000
                                                                        ----                       ----
<S>                                                                <C>                         <C>
Revenues                                                           $         --                $         --

Expenses
     Research and development                                           139,115                      64,795
     General and administrative                                         356,582                     398,635
                                                                   ------------                ------------

Total expenses                                                          495,697                     463,430
                                                                   ------------                ------------

Operating loss                                                         (495,697)                   (463,430)
                                                                   ------------                ------------

Other income (expense)
     Realized gain on sale of investments                               174,780                     694,931
     Other income                                                        22,000                      10,000
     Interest income                                                     30,034                      18,699
     Other expense                                                           --                        (543)
                                                                   ------------                ------------

Total other income                                                      226,814                     723,087
                                                                   ------------                ------------

(Loss) income before extraordinary items                               (268,883)                    259,657

Extraordinary items
     Debt forgiveness                                                   118,274                          --
     Settlement of vendor payables                                           --                     618,948
     Settlement of note payable & interest                                   --                     162,827
                                                                   ------------                ------------

Net (loss) income                                                  $   (150,609)               $  1,041,432
                                                                   ============                ============

Basic and diluted net (loss) income per common share
     before extraordinary items                                    $      (0.01)               $       0.01
                                                                   ------------                ------------

Extraordiniary items
     Basic                                                         $         --                $       0.05
                                                                   ------------                ------------
     Diluted                                                       $         --                $       0.04
                                                                   ------------                ------------

Basic net (loss) income per common share                           $      (0.01)               $       0.06
                                                                   ============                ============

Diluted net (loss) income per common share                         $      (0.01)               $       0.05
                                                                   ============                ============

Weighted average number
 of common shares outstanding                                        19,477,429                  18,852,429
                                                                   ============                ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.




                                       16
<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                            YEARS ENDED 2001 AND 2000

<TABLE>
<CAPTION>


                                     Common stock       Additional                              Accumulated Other       Total
                                  -------------------    paid-in     Accumulated      Stock      Comprehensive      stockholders'
                                  Shares       Amount    capital      deficit      Subscription   income (loss)    equity (deficit)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>       <C>          <C>           <C>              <C>            <C>
Balance, December 31, 1999      11,977,429    $11,977   $36,115,289  $(37,005,591) $      --        $ 483,326      $  (394,999)

Unrealized loss on investments          --         --            --            --         --         (399,737)        (399,737)
Exercise of stock options        7,500,000      7,500       300,000            --   (300,000)              --            7,500
Net income                              --         --            --     1,041,432         --               --        1,041,432

-----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000      19,477,429     19,477    36,415,289   (35,964,159)  (300,000)          83,589          254,196

Unrealized loss on investments          --         --            --            --         --          (83,589)         (83,589)
Net loss                                --         --            --      (150,609)        --               --         (150,609)

----------------------------------------------------------------------------- -----------------------------------------------------
Balance, December 31, 2001      19,477,429    $19,477   $36,415,289  $(36,114,768) $(300,000)       $      --       $   19,998

===================================================================================================================================
</TABLE>



   The accompanying notes are an integral part of these financial statements.






                                       17
<PAGE>


                          REGENERX BIOPHARMACEUTICALS, INC.
                               STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                      Year ended
                                                                                                      December 31,
                                                                                          --------------------------------------
                                                                                              2001                        2000
                                                                                              ----                        ----
<S>                                                                                       <C>                        <C>
Cash flows from operating activities:
       Net (loss) income                                                                  $  (150,609)               $ 1,041,432

Adjustments to reconcile net loss to net cash used in operating activities:
          Depreciation                                                                          1,232                        731
          Realized gain on sale of investments                                               (174,780)                  (694,931)
          Debt forgiveness                                                                   (118,274)                        --
          Settlement of vendor payables                                                            --                   (618,948)
          Settlement of note payable and accrued interest                                          --                   (162,827)
          Stock issued for consulting services                                                     --                      7,500
          Changes in operating assets and liabilities:
               Increase in other current assets                                                (4,631)                    (8,000)
               Increase in due from related party                                              (4,811)                    (3,422)
               Decrease in accounts payable                                                   (26,596)                  (131,626)
               Increase (decrease) in accrued expenses                                          3,461                     (6,000)
                                                                                          -----------                -----------

Net cash used in operating activities                                                        (475,008)                  (576,091)
                                                                                          -----------                -----------

Cash flows from investing activities:
       Purchase of fixed assets                                                                (1,806)                        --
       Cash received on sale of investments                                                   241,883                  1,030,625
                                                                                          -----------                -----------

Net cash provided by investing activities                                                     240,077                  1,030,625
                                                                                          -----------                -----------

Cash flows from financing activities:
       Principal payments of notes payable                                                         --                   (162,500)
                                                                                          -----------                -----------

Net cash used in financing activities                                                              --                   (162,500)
                                                                                          -----------                -----------

Net (decrease) increase in cash and cash equivalents                                         (234,931)                   292,034

Cash and cash equivalents at beginning of period                                              335,421                     43,387
                                                                                          -----------                -----------

Cash and cash equivalents at end of period                                                $   100,490                $   335,421
                                                                                          ===========                ===========

Supplemental disclosure of significant noncash investing and financing
activities:

       Unrealized loss on investments recorded as accummulated
            other comprehensive income                                                    $   (83,589)               $  (399,737)
                                                                                          ===========                =============

       Issuance of common stock for subscriptions receivable                              $        --                $   300,000
                                                                                          ===========                =============
</TABLE>

      The accompanying notes are an integral part of these financial statements.



                                       18

<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


    ORGANIZATION AND BUSINESS

Organization and Nature of Operations

    RegeneRx Biopharmaceuticals, Inc. (the "Company"), a Delaware corporation,
    was incorporated in 1982. The Company operates predominantly in a single
    industry segment, the biotechnology industry, which consists of researching
    and developing new pharmaceutical products for the treatment of diseases or
    conditions that arise as a result of immune system disorders, including
    chronic viral infections, cancer and autoimmune disease.

    In early 1996, the Company substantially halted its development program and
    all other research and currently has no products that have received
    regulatory approval. During 1997, the Company entered into a Material
    Transfer Agreement - Cooperative Research and Development Agreement
    ("MTA-CRADA") with the National Institutes of Health ("NIH"), pursuant to
    which an NIH investigator used Thymosin beta 4, provided by the Company, in
    several studies including clinical trials, for the treatment of non-healing
    wounds. In exchange for providing the product and other data, the Company
    received an option to elect to negotiate for an exclusive or non-exclusive
    commercialization license from NIH pursuant to a patent application filed by
    NIH in 1998. The Company's option expired on February 11, 1999. The
    Company's President is a co-inventor on the patent application filed by the
    NIH. As a result, he had an equal, undivided interest in the intellectual
    property described in the patent which he subsequently assigned to the
    Company on May 1, 2000, resulting in full but non-exclusive rights to the
    Company. On February 6, 2001, the Company signed an exclusive licensing
    agreement with NIH whereby the Company obtained on exclusive worldwide
    license to Thymosin beta 4 as a wound-healing drug. In exchange for the
    exclusive license, the Company must make certain royalty and milestone
    payments to NIH.

    On December 17, 1997, the Company entered into the Alpha Rights Acquisition
    Agreement (the "Acquisition Agreement") with SciClone Pharmaceuticals, Inc.
    (SciClone) to sell its rights to receive from SciClone royalties on the
    future sales of Thymosin alpha 1 (see note 4). Prior to the Acquisition
    Agreement, the Company licensed to SciClone, on an exclusive basis, all of
    the Company's patent and proprietary rights with respect to Thymosin alpha
    1. Under the license, SciClone had the right to develop, test, make, use and
    sell Thymosin alpha 1 and products containing Thymosin alpha 1 for all human
    and animal therapeutic and diagnostic uses (collectively, "Licensed
    Products"). In consideration for the license, the Company was entitled to
    receive from SciClone royalties on the sale by SciClone of Licensed Products
    that ranged from 3% to 7% of SciClone's net sales revenues, depending upon
    the date the license in a particular country was obtained by SciClone and on
    whether SciClone has patent protection in the country in which the Licensed
    Products are sold.

    On September 25, 1998, the Company announced that it was suspending
    operations due to insufficient funds to continue operations. During 1998,
    operations were funded from cash proceeds received from the sale of SciClone
    stock. The Company continued to pay debts and other obligations after
    operations ceased by selling SciClone Common Stock.



                                       19
<PAGE>





                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


1.  ORGANIZATION AND BUSINESS (Continued)

    In August 1999, the Company contracted with a group of four consultants,
    including the President of the Company, to advise the Company on the most
    viable approaches for resuming business operations, including raising
    capital and funding research and development. At that time the Company
    resumed operations. The consultants each received consideration in the form
    of 1,875,000 stock options, exercisable at its fair market value of $.04 per
    share. Currently, two consultants receive monthly fees of $5,000 and $9,167
    for assistance with the Company's management and operations.

    The Company continues to pursue strategic alliances or other partnership
    arrangements with entities interested in and with resources to develop
    Thymosin beta 4, or other business transactions which would allow the
    Company to generate resources to permit continuation of the Company's
    operations.

    Should the Company obtain substantial additional funding, other factors
    including competition, dependence on third parties, uncertainty regarding
    patents, protection of proprietary rights, manufacturing of peptides and
    technology obsolescence could have a significant impact on the Company and
    its operations.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Use of Estimates
    ----------------

    The preparation of financial statements in conformity with accounting
    principles generally accepted in the United States of America requires
    management to make estimates and assumptions that affect the reported
    amounts of assets and liabilities and contingent assets and liabilities at
    the date of the financial statements and the reported amounts of income and
    expenses during the reporting period. Actual results could differ from those
    estimates.

    Cash and Cash Equivalents
    -------------------------

    The Company considers all highly liquid investments with original maturities
    of three months or less when acquired to be cash equivalents. Cash and cash
    equivalents are stated at cost which approximates fair value.

    Fixed Assets
    ------------

    Fixed assets are stated at cost less accumulated depreciation. Expenditures
    for maintenance and repairs which do not significantly prolong the useful
    lives of the assets are charged to expense. Depreciation is computed using
    the straight-line method over the estimated useful lives of two to ten
    years.

    Investments
    -----------

    Investments consist of shares of SciClone Common Stock, which have been
    classified as available for sale securities. Available-for-sale securities
    are stated at fair value, and unrealized gains and losses are reported as a
    separate component of stockholders' equity (deficit).




                                       20
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Comprehensive Income
    --------------------

    The Company follows the provisions of SFAS No. 130, "Reporting Comprehensive
    Income," which established standards for reporting and display of
    comprehensive income and its components. Comprehensive income reflects the
    change in equity of a business enterprise during a period from transactions
    other events and circumstances from non-owner sources. For the Company,
    comprehensive income represents net income (loss) adjusted for changes in
    unrealized gains or losses on the Company's available-for-sale securities.
    Changes in accumulated other comprehensive income (loss) are recorded
    directly to stockholders' equity (deficit) and do not affect the net income
    (loss) or cash flow of the Company. During the year ended December 31, 2001,
    the securities were sold for a realized gain of $174,780.

    Net comprehensive income for the years ended December 31, 2001 and 2000
    consists of the following components, net of taxes:

<TABLE>
<CAPTION>

                                                                      2001          2000
                                                                  ----------     ----------
<S>                                                               <C>            <C>
    Net income (loss)                                             $ (150,609)    $1,041,432

    Net unrealized gain (loss) arising during the period on
    available-for-sale securities                                    (83,589)      (399,737)
                                                                  ----------     ----------
       Total comprehensive income (loss)                          $ (234,198)    $  641,695
                                                                  ==========     ==========
</TABLE>

    Revenue Recognition
    -------------------

    The Company will recognize revenue from royalties and sales when received.
    The Company will recognize consulting revenue as the consulting services are
    performed.

    Research and Development
    ------------------------

    Research and development costs are expensed as incurred. Research and
    development performed by third parties is expensed based upon the third
    party's stage of product development.

    Income Taxes
    ------------

    The Company accounts for income taxes using the asset and liability
    approach, which requires the recognition of deferred tax assets and
    liabilities for the expected future tax consequences of temporary
    differences between the carrying and tax bases of assets and liabilities. A
    valuation allowance is recorded if, based upon the evidence available, it is
    more likely than not that some portion or all of the deferred tax assets
    will not be realized.


                                       21


<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Letter of Agreements with Vendors
    ---------------------------------

    During 1996, the Company entered into four separate letter agreements with
    vendors which allowed the Company to defer payments of current obligations.
    The four letter agreements were due on demand, but stipulated that a
    percentage of future royalties received from SciClone would be used to pay
    down their obligation. In January and February 1998, the Company entered
    into amended agreements with the four companies, subject to the completion
    of the royalty sale transaction with SciClone (see note 4), which would
    accelerate payments due. In consideration for the acceleration of payments,
    the vendors agreed to reduce the Company's aggregate obligation, including
    accrued interest, from $1,559,756 to $902,000, which the Company agreed to
    pay from the proceeds of the sale of the shares of SciClone Common Stock
    received under the Acquisition Agreement (see note 1). Due to the decrease
    in value of the SciClone Common Stock and discontinuance of operations
    during 1998 and 1999, the Company was unable to maintain the payment
    schedule outlined in the agreements discussed above. During 2000, the
    Company renegotiated its letter agreements with two of the vendors whereby
    liabilities of $586,482 were settled in full for payments totaling $148,164.
    In connection with one settlement agreement, one creditor was paid $50,000
    for a future commitment to purchase $100,000 of Thymosin Beta 4. In
    addition, the Company entered into settlement agreements with two new
    vendors with outstanding balances of $172,694 for payments totaling $20,000.
    There were three other accounts payable items in the amount of $27,936 that
    were written off in 2000. During the year ended December 31, 2001 a letter
    agreement for $86,866 and two other accounts payable items in the amount of
    $31,408 were forgiven. As of December 31, 2001 and 2000, $20,046 and
    $106,912, respectively, remains payable to these vendors.

    Fair Value of Financial Instruments
    -----------------------------------

    The estimated fair values of the Company's cash and cash equivalents, due
    from related party, accounts payable, letter agreements with vendors and
    accrued expenses approximate their carrying values, due to their short-term
    nature.

    Earnings (loss) Per Share

<TABLE>
<CAPTION>

                                                                               2001             2000
                                                                          ------------      ------------
    <S>                                                                   <C>               <C>
    Net income (loss) available for common shareholders (A)               $   (150,609)     $  1,041,432
                                                                          ============      ============
    Average outstanding:
           Common stock (B)                                                 19,477,429        18,852,429
                                                                          ============      ============
            Stock options and warrants                                              --           360,000
                                                                          ------------      ------------
    Common stock and stock equivalents (C)                                  19,477,429        19,212,429

    Earnings (loss) per share:
             Basic (A/B)                                                  $       (.01)     $        .06
             Diluted (A/C)                                                $       (.01)     $        .05

</TABLE>


                                       22
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Earnings (loss) Per Share (Continued)
    -------------------------

    Unexercised employee stock options and warrants, which were previously
    granted, to purchase 1,556,666 and 1,356,666 shares of the Company's common
    stock as of December 31, 2001 and 2000, respectively, were not included in
    the computations of diluted earnings per share. The Company incurred a net
    loss for the year ended December 31, 2001, therefore, all potential common
    shares are antidilutive and not included in the calculation of diluted net
    loss per share. As of December 31, 2000, the options and warrants' exercise
    prices were greater than the average market price of the Company's common
    stock during the respective period.

    Stock Based Compensation
    ------------------------

    The Company has adopted the disclosure-only provisions of SFAS No. 123,
    "Accounting for Stock-Based Compensation," for employee stock options.
    Accordingly, when the Company grants employee stock options with an exercise
    price equal to the NASDAQ bulletin board price ("quoted price") of the
    shares on the date of the grant, no compensation expense is recorded. If
    employee stock options are granted at an exercise price less than the quoted
    price, compensation expense is recorded to the extent of the intrinsic
    value.

    Transactions with nonemployees in which consideration is received for the
    issuance of equity instruments are accounted for based on the fair value of
    the consideration received or the fair value of the equity instruments
    issued, whichever is more reliably measurable.

3.       INVESTMENTS

    The following is a summary of the Company's investments as of December 31,
    2000:

<TABLE>
<CAPTION>

                                                     Gross unrealized        Estimated
                                  Amortized cost          gains             fair value
                                -------------------  ------------------  -------------------
<S>                             <C>                  <C>                 <C>
      Equity securities         $          67,102    $          83,589   $         150,691
                                ===================  ==================  ===================

</TABLE>

4.       SALE OF ROYALTY RIGHTS

    On December 17, 1997, the Company entered into the Acquisition Agreement
    with SciClone, pursuant to which the Company agreed to sell to SciClone its
    right to receive from SciClone royalties on the future sales of Thymosin
    alpha 1. In exchange, during 1997 at initial settlement, $65,000 cash was
    received. In October 1998, additional consideration was received at closing
    that included $65,000 cash and 444,115 shares of SciClone stock, valued at
    $4.053 per share, and the potential to receive a maximum of 155,885
    additional shares of SciClone stock based on the stock's market value. The
    additional shares were contingent upon the average closing sales price of
    the SciClone Common Stock at certain predetermined dates. An additional
    50,297 and 105,588 shares of SciClone Common Stock were received in 1999 and
    1998, respectively.

    In addition to the Acquisition Agreement, SciClone made advances to the
    Company totaling $350,000 (see note 8).



                                       23
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

4.       SALE OF ROYALTY RIGHTS (Continued)

    Under the Acquisition Agreement, the Company relinquished its future rights
    to royalties, effective as of the date of the Acquisition Agreement. In
    addition, the Company assigned to SciClone (i) all patents held by the
    Company with respect to Thymosin alpha 1 and (ii) all of the Company's
    rights and obligations under licenses with third parties pursuant to which
    the Company has acquired rights to Thymosin alpha 1 (subject to all required
    consents of such third-party licensors).

    Throughout 2000 and 2001, the Company sold shares of SciClone Common Stock
    to fund operations and pay outstanding liabilities. Under the Acquisition
    Agreement, sales were restricted to a maximum of 50,000 shares monthly.
    During 2000, a total of 107,000 shares were sold, resulting in cash proceeds
    of $1,030,625 and a realized gain on the sales of $694,931. During 2001, a
    total of 37,673 shares were sold, resulting in cash proceeds of $241,883 and
    a realized gain on the sales of $174,780. As of December 31, 2001 and 2000,
    the Company held a total of -0- and 37,673 shares, respectively, of SciClone
    Common Stock with a fair value of $-0- and $150,691, respectively.

5.  PROPRIETARY RIGHTS AND LICENSES

    The Company held certain proprietary rights to Thymosin beta 4 in the United
    States under a Commercial Text Agreement ("CTA") between the Company and
    Hoffman-LaRoche, Inc. and its foreign affiliate ("HLR") effective September
    15, 1982. Pursuant the CTA, the Company was obligated to pay HLR a royalty
    of 8% on commercial sales (or 4% of commercial sales, if the FDA approved
    Thymosin beta 4 for sale by a competitor). The CTA was amended by an
    agreement ("Amendment Agreement") dated August 6, 1991 whereby the Company's
    royalty obligation would extend to the latter of expiration of the U.S.
    Patents that are the subject of the obligation, or any continuation,
    continuation in part, division or reissue thereof, or ten (10) years from
    the date of the first commercial sale of Thymosin beta 4. The U.S. Patents
    identified in the CTA and Amendment Agreement have all expired and no
    continuation, continuation in part, division or reissue thereof has occurred
    nor has there been any commercial sale of Thymosin beta 4. As of December
    31, 2000, the Company no longer has any obligations under this agreement.

    The Company also has a worldwide license to certain uses of Thymosin beta 4
    under a research agreement with George Washington University ("GWU") under
    which the Company is obligated to pay GWU a royalty of 4% on commercial
    sales. No such royalties have been incurred or paid as of December 31, 2001.

6.       RELATED PARTIES

    In 1994, the Company entered into a note receivable agreement with the
    President of the Company, covering a loan of $149,000 due December 30, 1994,
    which accrued interest at the prime rate calculated monthly. The loan was
    repaid on January 1, 1995, in part with the proceeds of an unsecured second
    loan to the President from the Company in the amount of $115,617. The second
    loan has an interest rate of 11.5% and was to be repaid in 36 equal monthly
    installments. In February 1996, the terms of the loan were amended to
    provide for the suspension of installment payments for 12 months, but with
    interest continuing to accrue. In March 1997 and December 1997, the terms of
    the loan were further amended to suspend installment payments an additional
    nine and twelve months, respectively, with interest continuing to accrue
    through December 31, 1997. During 2000, a payment plan between the President
    and the Company was instituted whereby $2,000 of the monthly consulting fee
    of


                                       24
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

6.       RELATED PARTIES (Continued)

    $5,000 (see below) is withheld as repayment of the note. Payments on the
    note receivable are recognized as income by the Company when received and a
    total of $22,000 and $10,000 in payments were received in 2001 and 2000,
    respectively. As of December 31, 2001 and 2000, the outstanding balance on
    the loan was $37,674 and $59,674, respectively, which has been fully
    reserved.

    Prior to February 2001, the President serves the Company as a consultant for
    which he was paid a monthly consulting fee of $5,000. In addition to his
    position with the Company, the President is also Chairman of the Department
    of Biochemistry and Molecular Biology at GWU. The Company has not funded any
    research personally conducted by the President, and anticipates that any
    future funding, if any, will also be limited to research projects performed
    by principal investigators at GWU other than the President. No funding was
    provided during 2000 or 2001.

7.       COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

    Fixed assets consist of the following:


                                               December 31,
                                            -----------------
                                             2001       2000
                                            -------   -------
        Furniture and equipment             $4,928     $3,123
        Less accumulated depreciation        3,197      1,965
                                            ------     ------
                                            $1,731     $1,158
                                            ======     ======

    Accrued expenses consist of the following:

                                               December 31,
                                            ------------------
                                             2001      2000
                                            -------   --------

        Directors' fees                     $ 7,293    $ 9,082
        Professional fees                    18,000     12,750
        Other                                 7,424      7,424
                                            -------    -------
                                            $32,717    $29,256
                                            =======    =======

8.       NOTES PAYABLE AND STOCKHOLDERS' EQUITY

    Common Stock and Warrants
    -------------------------

    During 1997, the Company completed a private placement of Units in which it
    sold a total of five Units at a price of $50,000 per Unit. Each Unit
    consisted of (i) 500,000 shares of Common Stock and (ii) 165,000 Class D
    Warrants, each of which is exercisable to purchase one share of Common Stock
    at an exercise price of $.10 per share and has a term of 10 years.


                                       25
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

8.       NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

    Common Stock and Warrants (Continued)
    -------------------------

    In June 1997, the Company entered into an agreement with an unrelated third
    party to provide financial advisory services. The agreement stipulated
    compensation for services to be performed at $10,000 and warrants to
    purchase 360,000 shares of the Company's Common Stock. The warrants became
    exercisable one year after the date of grant at a price equal to the 20-day
    average price per share for the period immediately prior to the grant date.
    The warrants expire five years subsequent to the grant date. As of December
    31, 2001, $7,424 remains payable to the third party.

    Notes Payable and Warrants
    --------------------------

    During October 1997, the Company received a $60,000 unsecured loan bearing
    interest of 8% per annum. The note was paid in full during 1999, including
    accrued interest. Additionally, during July 1997, the Company received a
    $50,000 unsecured loan from an individual to provide additional operating
    capital. The terms of the loan agreement provided for repayment within six
    months with interest at the rate of 8% per annum. Additionally, the
    noteholder received a warrant to purchase 100,000 shares of the Company's
    Common Stock at $.13 per share. The warrant has a term of five years. In
    January 1998, the terms of the note were amended to provide for monthly
    repayment of the loan in equal amounts from January through June 1998. In
    consideration of the amended terms, the noteholder received an additional
    warrant to purchase 41,666 shares of the Company's Common Stock at $.13 per
    share with a term of five years. The note principal and accrued interest was
    repaid in full during 1998 and, as of December 31, 2000, none of the
    warrants have been exercised.

    In conjunction with the Acquisition Agreement (see note 4), the Company
    entered into a note agreement with SciClone in which the Company received
    advances totaling $350,000. Under the note agreement, interest accrued at
    the rate of 8% per annum and, as of December 31, 1999, there was outstanding
    principal and accrued interest of $301,722 and $23,605, respectively. In
    January 2000, the Company and SciClone entered into a Mutual Release of
    Claim Agreement where SciClone would accept a one-time payment of $162,500
    in satisfaction of outstanding principal and accrued interest. This payment
    was made in February 2000 and resulted in a forgiveness of debt of $162,827.
    SciClone returned to the Company the remaining 69,085 shares of SciClone
    stock held as collateral under the note agreement.

    Shareholders Rights Plan
    ------------------------

    In April 1994, the Board of Directors adopted a Shareholders Rights Plan,
    pursuant to which it declared a dividend distribution of one Preferred Stock
    Purchase Right ("Right") for each outstanding share of Common Stock. The
    dividend distribution was payable to stockholders of record at the close of
    business April 29, 1994.

    The Rights can become exercisable only if a person or group acquires more
    than 25% of the Common Stock or announces a tender offer, the consummation
    of which would result in ownership by a person or group of more than 25% of
    the Common Stock. Each Right would then entitle the holder to purchase
    one-hundredth (1/100) of a share of a new series of preferred stock at an
    exercise price of $16.00.




                                       26
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

8.       NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

    Shareholders Rights Plan (Continued)
    ------------------------

    If the Company is acquired in a merger or other business combination
    transaction with, or a significant portion of the Company's business is
    acquired by, a person or group that has acquired more than 25% of its
    outstanding Common Stock, each Right will entitle its holder (other than
    such person or group or any of their affiliates or associates) to purchase,
    at the then-current exercise price of the Right, a number of the acquiring
    company's common shares having a value that is twice such exercise price. In
    addition, if a person or group acquires more than 25% of the Company's
    outstanding Common Stock, each Right will entitle its holder (other than
    such person or group or any of their affiliates or associates) to purchase,
    at the then-current exercise price of the Right, a number of shares of
    Common Stock having a market value that is twice such exercise price.

    Prior to the time that the Rights become exercisable, they are redeemable at
    the option of the Board of Directors at a redemption price of $0.01 per
    Right. The Board of Directors is required to redeem the Rights in the event
    of an all-cash tender offer for all of the outstanding shares of the Common
    Stock that meets certain requirements. The Rights will expire on April 29,
    2004.

    Stock Based Compensation
    ------------------------

    The Company accounts for stock based compensation using the intrinsic value
    method prescribed in Accounting Principles Board Opinion (APB) No. 25,
    "Accounting for Stock Issued to Employees," and related interpretations.
    Under APB No. 25, compensation cost is measured as the excess, if any, of
    the quoted market price on the Company's Common Stock at the date of the
    grant over the exercise price of the option granted. Compensation cost for
    stock options, if any, is recognized ratably over the vesting period.
    Generally, the Company's policy is to grant options with an exercise price
    equal to the quoted market price of the Company's Common Stock on the grant
    date. The Company has adopted the disclosure only provisions of SFAS No.
    123, "Accounting for Stock Based Compensation." Had compensation cost been
    determined in accordance with FASB Statement No. 123, the Company's net
    earnings (loss) and net earnings (loss) per share would have been the pro
    forma amounts indicated below:
                                                       Years ended
                                                -----------------------
                                                  2001          2000
                                                ---------    ----------
       Net income (loss):
       As reported                              $(150,609)   $1,041,432
       Pro forma                                 (158,033)    1,041,432

       Net income (loss) per common share:
       As reported                                  (0.01)         0.06
       Pro forma                                    (0.01)         0.06

    During 2001, the Company granted 200,000 options to members of the Board of
    Directors. The fair value of each option grant under these plans is
    estimated on the date of grant using the Black-Scholes option-pricing model
    with the following weighted-average assumption: dividend yield of 0.0% and
    expected volatility of 122.08%. In addition, in estimating the fair value of
    the options granted the following weighted-average assumptions were used:
    risk free interest rate of 4.88% and an expected life of 10 years.


                                       27
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

8.       NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

    2000 Stock Options and Incentive Plan
    -------------------------------------

    During 2000, a Stock Option and Incentive Plan was approved under which a
    Board of Directors committee may grant options to purchase shares of common
    stock of the Company up to 1,000,000 shares. The number of options that can
    be granted may increase based on shares repurchased by the Company or
    surrendered to the Company in payment of the exercise prices of options
    granted under the plan. Options may be granted only to directors, officers
    or employees of or consultants or advisors to the Company and options
    granted to any participant cannot exceed 100,000 shares in any one year. The
    exercise price of the options are to be determined by the Plan committee but
    shall never be less than the fair market value of the Common Stock on the
    date of the grant.

    Directors Stock Option Plan
    ---------------------------

    The Directors Stock Option Plan was adopted by the Board of Directors and
    approved by the stockholders in 1987. Under the Plan, options to purchase
    10,000 shares of Common Stock are granted automatically to each person who
    becomes a director after April 10, 1987, and who, at the time such person
    becomes a director, is not an employee of the Company. Options granted under
    the Plan have an exercise price per share equal to the fair market value of
    the Common Stock on the date of the grant. In 1992, the Plan was amended,
    with the approval of stockholders at the 1992 Annual Meeting (i) to add an
    automatic annual grant to each non-employee director of an option to
    purchase 5,000 shares of Common Stock if the individual is re-elected as a
    Director at the Annual Meeting, and (ii) to increase to 200,000 the number
    of shares of Common Stock issuable under the Plan. Options granted under the
    Plan have a ten-year term and become exercisable in 20% increments beginning
    on the date of the grant and on each anniversary date thereafter. The Plan
    expired in 1997. As of December 31, 2001, 30,000 options were outstanding
    under the Plan.

    Options, Warrants and Rights Outstanding And Exercisable
    --------------------------------------------------------

    The following table summarizes the Company's stock options, warrants and
rights activity for 2000 and 2001:

<TABLE>
<CAPTION>
                                                                                                 Weighted
                                                            Number            Exercise           average
                                                           of shares        price range       exercise price
                                                        -------------    -----------------    --------------
<S>                                                        <C>            <C>                 <C>
       Outstanding, December 31, 1999                       8,856,666     $0.04 to $10.50     $         0.07
       Granted                                                     --           --                        --
       Exercised                                           (7,500,000)         0.04                     0.04
       Terminated                                                  --           --                        --
                                                        -------------    -----------------    --------------

       Outstanding December 31, 2000                        1,356,666     $0.04 to $10.50     $         0.23
       Granted                                                200,000          0.28                     0.28
       Exercised                                                   --           --                        --
       Terminated                                                  --           --                        --
                                                        -------------    -----------------    --------------

       Outstanding December 31, 2001                        1,556,666     $0.04 to $10.50     $         0.24
                                                        =============    =================    ===============
</TABLE>


                                       28

<PAGE>
                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

8.       NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

    Options, Warrants and Rights Outstanding And Exercisable (Continued)
    --------------------------------------------------------

    The following table summarizes information about the options, warrants and
    rights outstanding at December 31, 2001:



<TABLE>
<CAPTION>

                                                                                     Options, warrants and rights
                                Options, warrants and rights outstanding                      exercisable
                           -----------------------------------------------------    --------------------------------
                                                Weighted-
                                                average            Weighted                                Weighted
          Range of                              remaining          average                                 average
          exercise            Number           contractual         exercise            Number              exercise
           prices           outstanding        life (Years)         price            outstanding            price
      -----------------    ---------------    ---------------    ---------------    ---------------    -------------
        <S>                   <C>                  <C>           <C>                   <C>              <C>
           $9.50                 10,000             .3           $      9.50              10,000        $       9.50
           10.50                 10,000            1.3                 10.50              10,000               10.50
        0.10 to 0.53          1,176,666            5.4                  0.58           1,004,337                0.58
            0.04                360,000            1.5                  0.04             360,000                0.04
                           ---------------                                          ---------------
                              1,556,666                                                1,384,337
                           ===============                                          ===============
</TABLE>

    In August 1999, the Company granted 7,500,000 options, at an exercise price
    of $0.04. All 7,500,000 of these options were exercised in 2000 with payment
    in the form of four subscription notes receivable agreements totaling
    $300,000 and consulting services valued at $7,500. The notes bear interest
    at the rate of 6.09% with interest paid quarterly. The Company earned
    interest income of $19,532 and $17,966 on these notes and as of December 31,
    2001 and 2000, respectively, there is a stock subscription receivable of
    $300,000 and interest receivable of $9,129. The notes mature in February
    2003.

9.       INCOME TAXES

    Income tax expense for the years ended December 31, 2001 and 2000 consists
    of the following:

<TABLE>
<CAPTION>

                                                                                  2001                  2000
                                                                          -------------------- ---------------------
<S>                                                                       <C>                  <C>
       Income tax currently payable                                       $          57,000    $          388,000
       Utilization of capital loss carryforward                                     (57,000)             (253,000)
       Utilization of NOL carryforward                                                   --              (135,000)
                                                                          -------------------- ---------------------

       Income tax provision                                               $              --    $               --
                                                                          ==================== =====================

</TABLE>



                                       29
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


9.       INCOME TAXES (Continued)

    Deferred tax assets are comprised of the following:

<TABLE>
<CAPTION>
                                                                           December 31,         December 31,
                                                                              2001                 2000
                                                                          -----------------------------------
        <S>                                                               <C>                  <C>
        Net operating loss carryforwards                                  $   13,252,000       $   13,126,000
        Capital loss carryforward                                                231,000              288,000
        Research and development tax credit                                      614,000              614,000
                                                                          --------------       --------------
                                                                              14,097,000           14,028,000
        Valuation allowance                                                  (14,097,000)         (14,028,000)
                                                                          --------------       --------------

        Net deferred tax assets                                           $           --       $           --
                                                                          ==============       ==============
</TABLE>

    The Company has provided a full valuation allowance for deferred tax assets
    since realization of these future benefits cannot be reasonably assured as a
    result of recurring operating losses. If the Company achieves profitability,
    these deferred tax assets would be available to offset future income tax
    liabilities and expense, subject to certain limitations.

    At December 31, 2001, the Company had net operating loss, capital loss and
    research and development tax credit carryforwards of approximately $35
    million, $.6 million and $.6 million, respectively, for income tax purposes
    which expire in various years through 2021. Certain substantial changes in
    the Company's ownership would result in an annual limitation on the amount
    of the net operating loss carryforwards which can be utilized.

10.      COMMITMENTS

    Leases
    ------

    In August 1999, the Company entered into an agreement to lease office space
    in Bethesda, Maryland. The lease was for a period of three months and
    expired on November 30, 1999. Under the terms of the lease agreement, the
    lease automatically renews upon expiration for an additional three months,
    unless either the Company or the lessor provides notice of termination of
    the lease 60 days prior to expiration. The Company's rent expense for 2001
    and 2000 was $21,139 and $9,859, respectively.

    The Company has an operating lease (the "Master Lease") for a production
    facility space in Sunnyvale, California, which expires in January 2002. The
    Sunnyvale lease was assigned to a third party in March 1995 on the same
    terms for the remaining term of the Master Lease. The assignment is
    subordinate to the Master Lease and the Company is still liable under the
    terms of the Master Lease. Under the Master Lease, future minimum lease
    payments for the year ending December 31, 2002 is $33,650.

11.      SUBSEQUENT EVENT

    On March 7, 2002, the Company completed a private placement of its common
    stock. Under the terms of the private placement, the company sold 7,306,383
    restricted shares at a stock price of $.235 per share. The total funds
    raised in the private placement amounted to $1,717,000.



                                       30
<PAGE>


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                                      PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

         The Company's Board of Directors consists of three directors, Allan L.
Goldstein, Joseph C. McNay and Albert Rosenfeld. Directors are elected annually
to serve one-year terms. The Company's executive officers are Dr. Goldstein,
Chairman, President and Chief Executive Officer, and Albert Rosenfeld,
Secretary-Treasurer.

         The following table sets forth, with respect to each director and
executive officer, his name and age, the year in which he first became a
director of the Company, and his principal occupation and business experience
during the past five years.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
          Name, Year First             Age                         Principal Occupation and
     Became Director of Company                                       Business Experience
--------------------------------------------------------------------------------------------------------------------
<S>                                    <C>  <C>
Allan L. Goldstein, 1982               64   Chairman of the Board of the Company since 1982; Chief Executive
                                            Officer of the Company from 1982 to 1986, and 1999 to 2002; Chief
                                            Scientific Advisor of the Company from 1982 to present; Professor and
                                            Chairman of Department of Biochemistry and Molecular Biology at The
                                            George Washington University School of Medicine and Health Sciences
                                            from 1978 to present.
--------------------------------------------------------------------------------------------------------------------
Joseph C. McNay, 1987                  67   Chairman and Director of Essex Investment Management Company, Inc., a
                                            registered investment advisor, from 1976 to present; Director of
                                            Softech, Inc. and MPSI System, Inc.
--------------------------------------------------------------------------------------------------------------------
Albert Rosenfeld, 1982                 81   Secretary - Treasurer of the Company from 1999 to present; Consultant
                                            on Future Programs for March of Dimes Birth Defect Foundation from
                                            1973 to present; Adjunct Assistant Professor, Department of Human
                                            Biological Chemistry and Genetics at University of Texas Medical
                                            Branch, from 1974 to 1998; author and lecturer on scientific matters.
--------------------------------------------------------------------------------------------------------------------
</TABLE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of the Company's common stock, to report to the SEC their initial
ownership of the Company's common stock and any subsequent changes in that
ownership. Specific due dates for these reports have been established by the SEC
and the Company is required to disclose any late filings or failures to file.

         To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no
reports were required during the fiscal year ended December 31, 2001, and that
all Section 16(a) filing requirements applicable to the Company's executive
officers and directors during 2001 were met.



                                       31
<PAGE>



ITEM 10.          EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table summarizes for the years indicated the compensation
paid by the Company to the Company's Chief Executive Officer during 2001. No
executive officer of the Company earned a salary and bonus for 2001 in excess of
$100,000.

<TABLE>
<CAPTION>

                                                                                             Long Term
                                                        Annual Compensation             Compensation Awards
                                                        -------------------             -------------------
                                                                           Other       Restricted
                                                                           Annual        Stock                   All Other
                                   Fiscal                               Compensation     Award      Options       Compen-
Name and Principal Position         Year         Salary       Bonus         $(2)          ($)         (#)          sation
---------------------------        ------        ------       -----         ----          ---         ---          ------
<S>                                 <C>          <C>           <C>           <C>          <C>     <C>          <C>
Allan L. Goldstein, President       2001         55,000        --            --           --          --        $5,000 (4)
and Chief Executive Officer(1)      2000           --          --            --           --          --       $26,875 (3)
                                    1999           --          --            --           --      1,875,000         --

</TABLE>

-----------------

(1)  Dr. Goldstein was appointed Chief Executive Officer in July 1999. On March
     19, 2002, J.J. Finkelstein was appointed as the Company's President and
     Chief Executive Officer, replacing Dr. Goldstein who will remain as
     Chairman and Chief Scientific Advisor of the Company.

(2)  Dr. Goldstein did not receive personal benefits or perquisites which
     exceeded the lesser of $50,000 or 10% of his salary and bonus.

(3)  Represents consulting fees of $20,000 and a bonus of $1,875 for services
     rendered as a consultant. As explained below in "Item 12. Certain
     Relationships and Related Transactions - Loan to Dr. Goldstein," Dr.
     Goldstein began receiving in 2000 a $5,000 monthly consulting fee, $3,000
     of which is paid in cash and the remaining $2,000 of which is retained by
     the Company and applied toward repayment of a loan to Dr. Goldstein. As
     discussed below in "Item 12. Certain Relationships and Related Transactions
     - Consulting Agreement," the full amount of the $1,875 bonus was applied
     toward payment of a portion of the exercise price of Dr. Goldstein's option
     to purchase 1,875,000 shares of Company common stock, exercised by him in
     2000.

(4)  Dr. Goldstein converted from his consulting agreement to employment by the
     Company on February 1, 2001. The $5,000 represents his January 2002
     consulting fee.

         The following table provides information as to the value realized and
unrealized by Dr. Goldstein related to stock options during 2001. No stock
options were exercised or granted to Dr. Goldstein during 2001.


<TABLE>
<CAPTION>

===========================================================================================================
                        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
                                              OPTION VALUES
-----------------------------------------------------------------------------------------------------------
                                                     Number of
                                                    Securities                       Value of
                                                     Underlying                     Unexercised
                                                    Unexercised                    In-the-Money
                                                    Options at                      Options at
                                                    FY-End (#)                      FY-End ($)
                                           ----------------------------------------------------------------

               Shares Acquired   Value
     Name       on Exercise     Realized    Exercisable   Unexercisable  Exercisable       Unexercisable
                    (#)            ($)          (#)            (#)           ($)                ($)
-----------------------------------------------------------------------------------------------------------
<S>                   <C>         <C>         <C>            <C>            <C>            <C>
Allan L.              --          --          ---            --             --             $--
Goldstein

===========================================================================================================
</TABLE>



                                       32

<PAGE>

DIRECTORS' COMPENSATION

         Prior to the Company's suspension of operations in 1998, non-employee
directors (Directors McNay and Rosenfeld) were each paid an annual fee of $5,000
and a fee of $1,250 for each meeting attended in person, and were reimbursed for
expenses incurred in attending Board meetings. Upon the suspension of
operations, the directors continued to serve while the Company discontinued
paying director fees. It is uncertain when the Company will reinstitute the
payment of director fees. At December 31, 2001, both of Directors McNay and
Rosenfeld are owed director fees earned prior to the suspension of operations
amounting to a total of $9,082. It is uncertain when these amounts will be paid
and whether these amounts will be paid with interest. During 2001 Directors
McNay and Rosenfeld were granted stock options to acquire 100,000 shares of
common stock each at an exercise price of $.28 which equals the market price at
the date of grant.


                                       33
<PAGE>


ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table shows, as of December 31, 2001, the beneficial
ownership of the Company's common stock by:

         o       any persons or entities known by management to beneficially own
                 more than five percent of the outstanding shares of Company
                 common stock;

         o        each director of the Company; and

         o       all of the executive officers and directors of the Company as a
                 group.

         The persons named in the following table have sole voting and
dispositive powers for all shares of common stock shown as beneficially owned by
them, subject to community property laws where applicable and except as
indicated in the footnotes to the table.

         Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. Shares of common stock subject to
outstanding options, warrants or other rights to acquire held by a person that
are currently exercisable or exercisable within 60 days after December 31, 2001
are included in the number of shares beneficially owned by the person and deemed
outstanding shares for purposes of calculating the person's percentage
ownership. These shares are not, however, deemed outstanding for the purpose of
computing the percentage ownership of any other person. As of December 31, 2001,
there were 19,477,429 shares of Company common stock outstanding.


<TABLE>
<CAPTION>

                                                                                                 Percent of
                                                                        Beneficial               Common Stock
Name of Beneficial Owner                                                Ownership                Outstanding
------------------------------------------------------------------      -----------------------  ------------------
<S>                                                                     <C>                       <C>
Roger H. Samet                                                             997,050(1)              5.04%
J. J.  Finkelstein,  Director,  President  and  Chief  Executive
Officer                                                                  1,875,000(2)              9.63
Richard J. Hindin                                                        1,885,000(3)              9.68
Sidney J. Silver                                                         1,875,000(4)              9.63
Allan L. Goldstein, Chairman and Chief Scientific Officer                2,342,491(5)             12.03
Joseph C. McNay, Director                                                  892,000(6)              4.55
Albert Rosenfeld, Director, Secretary and Treasurer                        125,100(7)              0.64
All executive officers and directors as a group (4 persons)              5,234,591(8)             26.72
</TABLE>

----------

(1)  As reported by Mr. Samet on Amendment No. One to a Schedule 13D filed with
     the SEC on February 26, 1999. Mr. Samet reported sole voting and
     dispositive powers as to all shares listed. Included among the shares
     listed are 292,050 shares which Mr. Samet has the right to acquire pursuant
     to Class D warrants issued to him by the Company. Mr. Samet's address is
     254 East 68th Street, #29B, New York, NY 10021.

(2)  As reported by Mr. Finkelstein on a Schedule 13D filed with the SEC on
     November 7, 2000. The address for Mr. Finkelstein is c/o RegeneRx
     Biopharmaceuticals, Inc., 3 Bethesda Metro Center, Suite 700, Bethesda,
     Maryland 20814.

(3)  As reported by Mr. Hindin on a Schedule 13D filed with the SEC on November
     7, 2000. The address for Mr. Hindin is 407 Chain Bridge Road, McLean,
     Virginia 22101.




                                       34
<PAGE>

(4)  As reported by Mr. Silver on a Schedule 13D filed with the SEC on November
     7, 2000. The address for Mr. Silver is c/o Silver, Freedman & Taff, L.L.P.,
     1100 New York Avenue, N.W., Washington, D.C. 20005.

(5)  As reported by Dr. Goldstein on a Schedule 13D filed with the SEC on
     November 7, 2000. Consists of (i) 2,249,285 shares owned directly by Dr.
     Goldstein over which he has sole voting and dispositive powers; and (ii)
     93,206 shares held by Dr. Goldstein's wife with respect to which Dr.
     Goldstein shares voting and dispositive powers. The address for Dr.
     Goldstein is c/o RegeneRx Biopharmaceuticals, Inc., 3 Bethesda Metro
     Center, Suite 700, Bethesda, Maryland 20814.

(6)  Consists of (i) 612,000 shares owned directly by Mr. McNay over which he
     has sole voting and dispositive powers; (ii) 115,000 shares which Mr. McNay
     has the right to acquire through the exercise of stock options that are
     currently exercisable; and (iii) 165,000 shares which Mr. McNay has the
     right to acquire pursuant to the exercise of Class D warrants. The address
     for Mr. McNay is c/o RegeneRx Biopharmaceuticals, Inc., 3 Bethesda Metro
     Center, Suite 700, Bethesda, Maryland 20814.

(7)  Consists of (i) 10,100 shares owned directly by Mr. Rosenfeld over which he
     has sole voting and dispositive powers; and (ii) 115,000 shares which Mr.
     Rosenfeld has the right to acquire through the exercise of stock options
     that are currently exercisable. The address for Mr. Rosenfeld is c/o
     RegeneRx Biopharmaceuticals, Inc., 3 Bethesda Metro Center, Suite 700,
     Bethesda, Maryland 20814.

(8)  Consists of (i) 4,746,385 shares owned directly by all directors and
     executive officers of the Company as a group; (ii) 30,000 shares which all
     directors and executive officers as a group have the right to acquire
     through the exercise of stock options that are currently exercisable; (iii)
     93,206 shares owned by family members of all directors and executive
     officers as a group; and (iv) 165,000 shares which all directors and
     executive officers as a group have the right to acquire pursuant to the
     exercise of Class D warrants.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LOAN TO DR. GOLDSTEIN

         In May 1994, the Company extended a loan in the amount of $149,000 to
Dr. Goldstein for the purpose of enabling Dr. Goldstein to meet a margin call on
a brokerage account collateralized by Company common stock at a time when the
Board of Directors concluded that it would be contrary to the best interests of
the Company for Dr. Goldstein to sell the shares. The loan was unsecured and had
an interest rate equal to the prime rate, with all principal and interest due on
the December 31, 1994 maturity date. The loan was repaid on January 1, 1995, in
part with the proceeds of a second loan to Dr. Goldstein from the Company in the
amount of $115,617 that was unsecured. The second loan has an interest rate of
11.5% and was to be repaid in 36 equal monthly installments.

         In February 1996, the terms of the second loan were amended to provide
for the suspension of installment payments for 12 months, but with interest
continuing to accrue. In March 1997 and December 1997, the terms of the loan
were further amended to suspend installment payments an additional nine and
twelve months, respectively, with interest continuing to accrue. The Company
suspended operations in 1998 and principal and interest payments by Dr.
Goldstein ceased during and subsequent to the suspension of operations. As of
December 31, 1999, the balance owed by Dr. Goldstein was $69,674, which has been
fully reserved by the Company as a doubtful collection. In July 2000, the
Company agreed to waive all prior and subsequent interest during and after
suspension of the Company's operations and approved a payment plan for the
$69,674 owed by Dr. Goldstein to the Company in 36 equal monthly installments of
$1,935.38. In August 2000, the Company agreed to pay Dr. Goldstein a consulting
fee of $5,000 per month, $3,000 of which is paid in cash and the remaining
$2,000 of which is retained by the Company and applied toward repayment of the
loan. In February 2001, Dr. Goldstein was converted from a consultant to an
employee of the Company. His salary was $5,000 per month of which $2,000 was
retained by the Company and applied toward repayment of the loan. As of December
31, 2001, the outstanding balance on the loan was $37,674, which has been fully
reserved as a doubtful collection.

CONSULTING AGREEMENT

         On August 16, 1999, the Company entered into an agreement with Dr.
Goldstein, J.J. Finkelstein, Richard J. Hindin and Sidney J. Silver to serve as
financial and business consultants to the Company and manage the



                                       35
<PAGE>

Company's affairs on an interim basis. This agreement was executed following
suspension of the Company's operating activities due to insufficient funds. The
agreement provides for the consultants to prepare a business plan specifying a
proposed business strategy for the Company and evaluate financing and
recapitalization proposals. The agreement also provides for the consultants to,
among other things: work with the Company's creditors to eliminate or
restructure its debts; work with governmental agencies to ensure regulatory
compliance and allow continuation of the Company's business; recruit necessary
management for the Company; and negotiate with companies interested in licensing
or other business and financial relationships with the Company.

         In consideration for services provided to the Company, each of the
consultants was granted an option to purchase 1,875,000 shares of Company common
stock at an exercise price of $0.04 per share, the then-fair market value. In
February 2000, each consultant exercised his option in full. The Company
accepted from each consultant as payment of the exercise price, a note payable
to the Company in the amount of $75,000, accruing interest at 6.09% per annum
and payable quarterly for 36 months beginning June 1, 2000, as well as the
cancellation of an $1,875 bonus awarded to each consultant for services
rendered. Each note is secured by the shares of Company common stock issued upon
exercise of the consultant's option. Mr. Finkelstein has become a full-time
employee and Dr. Goldstein serves as the Company's chief scientific advisor. Mr.
Silver is a partner in the law firm of Silver, Freedman & Taff, L.L.P. This firm
has represented the Company in a variety of legal matters, including the
negotiation of settlements with certain creditors and agreements with certain
other parties. In 2001, the firm was paid $41,616 for legal services performed
during the year and was due $11,552 in payables on December 31, 2001.





                                       36
<PAGE>


ITEM 13.                   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

<TABLE>
<CAPTION>

Exhibit No.        Description of Exhibit                                             Reference*

<S>                <C>                                                                <C>
3.1                Restated Certificate of Incorporation of Company                   Exhibit 3.1 to Registration Statement
                                                                                      No. 33-9370, Amendment No. 1 (filed
                                                                                      11/26/86)

3.2                Amendment to Restated Certificate of Incorporation of Company      Exhibit 3.2 to the Company's
                                                                                      Transitional Report  on Form 10-K,
                                                                                      File No. 1-15070 (filed 3/18/91)

3.3                Amendment to Restated Certificate of Incorporation of Company      Filed herewith

3.4                Bylaws of Company                                                  Exhibit 3.2 to Registration Statement
                                                                                      No. 33-9370 (filed 10/8/86)

3.5                Amendment No. 1 to Bylaws of Company adopted 8/11/89               Exhibit 4.7 to Registration Statement
                                                                                      No. 33-34551, Amendment No. 3 (filed
                                                                                      6/21/90)

3.6                Amendment No. 2 to Bylaws of Company                               Exhibit 4.8 to Registration Statement
                   adopted  6/18/90                                                   No. 33-34551, Amendment No. 3 (filed
                                                                                      6/21/90)

3.7                Amendment No. 3 to Bylaws of Company                               Exhibit 3.6 to the Company's
                   adopted 11/30/90                                                   Transitional Report on Form 10-K,
                                                                                      File No. 1-15070 (filed 3/18/91)

4.1                Form of Stock Certificate                                          Exhibit 4.1 to Registration
                                                                                      Statement No. 33-9370,
                                                                                      Amendment No. 1 (filed
                                                                                      11/26/86)

4.2                Rights Agreement, dated as of April 29, 1994,                      Exhibit 1 to the Company's
                   between the Company and American Stock                             Current Report on Form 8-K, File No.
                   Transfer & Trust Company, as Rights Agent                          1-15070 (filed May 2, 1994)

4.3                Warrant Agreement, dated March 12, 1997                            Exhibit 4.3 to the Company's Annual
                                                                                      Report on Form 10-K, File No. 1-15070
                                                                                      (filed 3/31/97)

4.4                Warrant Agreement, dated July 7, 1997                              Exhibit 4.4 to the Company's Annual
                                                                                      Report on Form 10-K/A, File No.
                                                                                      1-15070 (filed 5/13/98)
</TABLE>



                                       37
<PAGE>

<TABLE>
<CAPTION>

<S>                <C>                                                                <C>
10.1               Patent License Agreement - Exclusive, between the U.S. Public      Filed herewith **
                   Health Service and the Company

10.2               Settlement Agreement and Mutual Release, dated March 17, 2000,     Filed herewith **
                   between the Company and Bachem Biosciences, Inc.

10.3               Consulting Agreement, dated August 16, 1999, among the Company,    Exhibit 99.2 to the Company's Current
                   Allan L. Goldstein, J.J. Finkelstein, Richard J. Hindin and        Report on Form 8-K, File No. 1-15070
                   Sidney J. Silver                                                   (filed 11/09/99)

10.4               Amended and Restated Directors Stock Option                        Exhibit 10.25 to the
                   Plan                                                               Company's Annual Report on  Form
                                                                                      10-K, File No. 1-15070 (filed 3/26/93)

10.5               2000 Stock Option and Incentive Plan                               Filed as an Appendix to the Company's
                                                                                      preliminary proxy materials, File No.
                                                                                      1-15070 (filed 9/29/00)

10.6               Lease Agreement, dated February 10, 1993,                          Exhibit 10.28 to the  Company's
                   between the Company and John Arrillaga,  Trustee, and Richard T.   Annual Report on Form 10-K, File No.
                   Perry, Trustee                                                     1-15070  (filed 3/26/93)
                    (Sunnyvale, California lease)

10.7               Lease Agreement Amendment Number 1, dated                          Exhibit 10.24 to the
                   September 1, 1993, and Amendment Number 2,                         Company's Annual Report on Form 10-K,
                   dated December 27, 1993 (Sunnyvale,                                File No.
                   California lease)                                                  1-15070 (filed 3/28/94)

10.8               Lease Agreement Amendment Number 3, dated                          Exhibit 10.28 to the
                   April 19, 1994 (Sunnyvale, California Lease)                       Company's Annual Report on
                                                                                      Form 10-K, File No. 1-15070
                                                                                      (filed 3/31/95)

10.9               Assignment of Lease, dated March 22, 1995                          Exhibit 10.24 to the
                   from the Company to Scios Nova, Inc.                               Company's Annual Report on
                   (Sunnyvale,  California Lease)                                     Form 10-K, File No. 1-15070
                                                                                      (filed 3/31/95)

10.11              Unit Purchase Agreement dated March 12, 1997                       Exhibit 10.25 to the Company's Annual
                                                                                      Report on Form 10-K, File No. 1-15070
                                                                                      (filed 3/31/97)

10.12              Registration Rights Agreement, dated March 12, 1997                Exhibit 10.26 to the
                                                                                      Company's Annual Report on
                                                                                      Form 10-K, File No. 1-15070
                                                                                      (filed 3/31/97)

</TABLE>



                                       38
<PAGE>


<TABLE>
<CAPTION>

<S>                <C>                                                                <C>
23                 Consent of Reznick Fedder & Silverman, P.C.                        Filed herewith

99                 Information Regarding Forward-Looking Statements                   Filed herewith
</TABLE>

-----------------
* Except where noted, the exhibits referred to in this column have heretofore
been filed with the Securities and Exchange Commission as exhibits to the
documents indicated and are hereby incorporated by reference thereto. The
Registration Statements referred to are Registration Statements of the Company.

** Portions of this document have been omitted pursuant to a request for
confidential treatment

(b)  Reports on Form 8-K

         None



                                       39

<PAGE>



                                   SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  REGENERX BIOPHARMACEUTICALS, INC.
                                  (Registrant)



       April 1, 2002              By: /s/ J.J. Finkelstein
                                      ---------------------
                                       J.J. Finkelstein
                                       President and Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:



<TABLE>
<CAPTION>

                 Signature                                      Title                               Date
<S>                                           <C>                                               <C>
 /s/ Allan L. Goldstein                       Chairman of the Board, Chief Scientific           April 1, 2002
---------------------------                   Advisor, and Director
Allan L. Goldstein

 /s/ J.J. Finkelstein                         President, Chief Executive Officer, and           April 1, 2002
------------------------------------          Director
J.J. Finkelstein

 /s/ Joseph McNay                             Director                                          April 1, 2002
---------------------------
Joseph C. McNay

 /s/ Albert Rosenfeld                         Director, Secretary and Treasurer                 April 1, 2002
---------------------------
Albert Rosenfeld
</TABLE>



                                       40

<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.         Description of Exhibit



23                  Consent of Reznick Fedder & Silverman, P.C.

99                  Information Regarding Forward-Looking Statements





                                       41