EXHIBIT 14

                        REGENERX BIOPHARMACEUTICALS, INC.

                               CODE OF ETHICS FOR
                         PRINCIPAL EXECUTIVE OFFICER AND
                            SENIOR FINANCIAL OFFICER

         The Company expects the highest possible ethical conduct from its
principal executive officer and senior financial officer. You are expected to
fully comply with this Code of Ethics for Principal Executive Officer and Senior
Financial Officer (the "Code"), as well as, to promote a culture of honest and
ethical conduct and to ensure that everyone in the Company fully complies with
this Code.

         You must take all reasonable measures to protect the confidentiality of
non-public information about the Company and its customers obtained or created
in connection with your activities and prevent the unauthorized disclosure of
such information unless required by applicable law or regulation or legal or
regulatory process.

         You are prohibited from directly or indirectly taking any action to
fraudulently influence, coerce, manipulate or mislead the Company's independent
public auditors for the purpose of rendering the financial statements of the
Company misleading.

         You understand that you will be held accountable for your adherence to
this Code. Your failure to observe the terms of this Code may result in
disciplinary action, up to and including termination of employment. Violations
of this Code may also constitute violations of law and may result in civil and
criminal penalties for you and/or the Company.

         If you have any questions regarding the best course of action in a
particular situation, you should promptly contact the Audit Committee. You may
choose to remain anonymous in reporting any possible violation of this Code.

CONFLICTS OF INTERESTS
----------------------

As a Company principal executive officer or senior financial officer, it is
imperative that you avoid any investment, interest or association that
interferes, might interfere, or might appear to interfere, with your independent
exercise of judgment in the Company's best interests. Engaging in any conduct
that represents a conflict of interest is strictly prohibited. You must also
avoid any personal activity, investment or association that could appear to
interfere with good judgment concerning the Company's best interests. You may
not exploit your position or relationship with the Company for personal gain.
You should avoid even the appearance of such a conflict. For example, there is a
likely conflict of interest if you:

         o  Cause the Company to engage in business transactions with relatives
            or friends;
         o  Use nonpublic Company, client or vendor information for personal
            gain by you, relatives or friends (including securities transactions
            based on such information);
         o  Have more than a modest financial interest in the Company's vendors,
            clients or competitors; receive a loan, or guarantee of obligations,
            from the Company or a third party as a result of your position at
            the Company; or


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         o  Compete, or prepare to compete, with the Company while still
            employed by the Company.

There are other situations in which a conflict of interest may arise. If you
have concerns about any situation, follow the steps outlined in the Section on
"Reporting Violations of the Code."

ACCURATE AND TIMELY PERIODIC REPORTS
------------------------------------

Full, fair, accurate, timely and understandable disclosures in all of the
Company's periodic reports, filed documents and other public communications is
legally required and is essential to the success of its business. All officers
must exercise the highest standard of care in preparing such reports in
accordance with the following guidelines:

         o  All Company accounting records, as well as reports produced from
            those records, must be in accordance with the laws of each
            applicable jurisdiction;
         o  All records must fairly and accurately reflect the transactions or
            occurrences to which they relate;
         o  All records must fairly and accurately reflect, in reasonable
            detail, the Company's assets, liabilities, revenues and expenses;
         o  The Company's accounting records must not contain any false or
            intentionally misleading entries;
         o  No transactions should be intentionally misclassified as to
            accounts, departments or accounting periods;
         o  All transactions must be supported by accurate documentation in
            reasonable detail and recorded in the proper account and in the
            proper accounting period;
         o  No information should be concealed from the internal auditors or the
            independent auditors; and
         o  Compliance with the Company's system of internal accounting controls
            is required

COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAW, RULES AND REGULATIONS
------------------------------------------------------------------

You are expected to comply with both the letter and spirit of all applicable
governmental laws, rules and regulations. If you fail to comply (or you prevent
or penalize a subordinate for complying) with the ethical standards in this Code
and/or with any applicable laws, you will be subject to disciplinary measures,
up to and including immediate dismissal from the Company.

PROMPT INTERNAL REPORTING OF VIOLATIONS OF CODE
-----------------------------------------------

Your conduct can reinforce an ethical atmosphere and positively influence the
conduct of fellow associates. If you are powerless to stop suspected misconduct
or discover it after it has occurred, you must promptly report the violation of
the Code to the Audit Committee of the Company's Board of Directors by sending a
detailed note, with relevant documents, to the Audit Committee at 3 Bethesda
Metro Center, Suite 700, Bethesda, Maryland 20814.

Self-Reporting. If you believe that you may have violated one of these
standards, you are encouraged to report it immediately. The Company will
consider the fact that you reported yourself in determining what action is
appropriate.


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Confidentiality: The Company will protect confidentiality to the extent
practicable in the context of investigating your allegations and will inform
only those individuals with a need to know in order for the Company to
investigate and respond appropriately.

Anonymity: There may be instances where you want to report issues while
remaining anonymous. The Company will consider information provided anonymously,
but it is most helpful if you provide your name so that the Company may obtain
additional information from you and inform you that it has responded to your
complaint.

Protection of Those Who Report Concerns or Assist in an Investigation: No one
who in good faith reports a concern under this policy or provides information
during an investigation will be subjected to retaliation for doing so. Any
employee who retaliates or attempts to retaliate against an employee for
reporting or providing information in good faith under this policy will be
subject to disciplinary action, up to and including immediate termination of
employment and in some cases could further be subject to criminal penalties
(including imprisonment).

Duty to Cooperate: When the Company conducts an investigation, all employees
have a duty to cooperate in providing complete and accurate information. Failing
to cooperate in an investigation or providing false or misleading information
will subject an employee to disciplinary action, up to and including termination
of employment.

Destruction of Documents: You should also be aware that under the new corporate
accountability laws, you could be subject to criminal penalties for tampering
with, or destroying, documents or any other evidence related to an official
investigation or inquiry regarding any of the Company's activities. The same is
true for documents relating to any threatened or pending litigation.

Your calls, detailed notes and/or emails will be dealt with confidentially. You
have the commitment of the Company and of the Audit Committee of the Company's
Board of Directors that you will be protected from retaliation.

YOUR PERSONAL COMMITMENT TO THE CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER
AND SENIOR FINANCIAL OFFICER

I acknowledge that I have received and read the Code of Ethics for Principal
Executive Officer and Senior Financial Officer and understand my obligations as
an employee to comply with this Code.

I understand that my agreement to comply with this Code does not constitute a
contract of employment.

Name of Officer:        ___________________________________

Signature of Officer:   ___________________________________

Date:                   ___________________________________


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