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, 2003

[ ]   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)

             DELAWARE                                 52-1253406
  (State or other jurisdiction of        (I.R.S. Employer Identification number)
  incorporation or organization)

          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 2, 2004, was approximately $23,319,941. (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 2, 2004
was 32,542,548.

                       Documents Incorporated by Reference
                       -----------------------------------

Portions of the Proxy Statement for the 2004 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Form 10-K.

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

<PAGE>

                                    PART I

ITEM 1.  BUSINESS

GENERAL

         RegeneRx Biopharmaceuticals, Inc. ("RegeneRx" or 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. RegeneRx's
current primary business focus is the commercialization of Thymosin beta 4
("TB4"), a 43 amino acid peptide. RegeneRx is concentrating its efforts on the
use of TB4 for the treatment of injured tissue and non-healing wounds to enable
more rapid repair and/or tissue regeneration.

         RegeneRx utilizes a virtual company strategy in order to effectively
control costs while focusing on the clinical development of TB4. RegeneRx uses
this model for certain research and development, clinical trials, and
manufacturing operations, as well as other functions critical to its mission.
RegeneRx 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.

PRIMARY COMMERCIAL DEVELOPMENT FOCUS - TB4

         General. Originally isolated from the thymus, TB4 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. TB4 represents a
new type of compound being developed to speed the healing of injured tissues,
accelerate the growth of blood vessels and reduce inflammation. It represents a
technology platform from which RegeneRx intends to investigate potential
clinical uses beyond chronic dermal wounds. Unlike compounds such as
Platelet-Derived Growth Factor, Keratinocyte Growth Factor, Epidermal Growth
Factor, or basic Fibroblast Growth Factor, TB4 is not a growth factor and,
unlike Interleukin-1 or Tumor Necrosis Factor, TB4 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 and reduces inflammation 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 Institute of Health
established ("NIH") that TB4 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 TB4 in
wound healing.

         Product Development. RegeneRx first began evaluating TB4 in diseases
associated with actin toxicity, such as cystic fibrosis. In March 1997, RegeneRx
provided funding under a research contract with Vanderbilt University to
determine the effect of TB4 in a sheep model of Adult Respiratory Distress
Syndrome, a syndrome associated with septic shock. In animal models of septic
shock, TB4 has been shown to reduce endotoxin-induced death, presumably by
modulating pathologic mediators of inflammation and cell death, including the
depolymerization of actin. RegeneRx is considering additional studies for this
use of TB4 and holds two patents related to this application. See "--Proprietary
Rights" below.

         RegeneRx's main product development focus is the use of TB4 for the
treatment of non-healing wounds and similar medical problems. RegeneRx entered
into a Material Transfer - Cooperative Research and Development Agreement with
the NIH during the second quarter of 1997. Under this agreement, RegeneRx
received an option to elect an exclusive or non-exclusive commercialization
license from the NIH for any patent

                                       1

<PAGE>

rights that might result from the NIH research study that relate to the use of
TB4 as a tissue growth and repair factor. A provisional patent application was
filed by NIH in July 1998, with a Patent Cooperation Treaty application filed in
July 1999, pertaining to the work performed on TB4. On February 6, 2001,
RegeneRx executed an agreement with the NIH giving RegeneRx an exclusive
worldwide license from the NIH for all claims to TB4 within the patent
application. In exchange for the exclusive license, RegeneRx 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.

         To date, the NIH has performed pre-clinical animal studies using TB4,
supplied by RegeneRx, which have indicated that TB4 is effective in healing
injured dermal and ocular tissue and improving wound healing and chemical burns
in normal, elderly, diabetic, and steroid-suppressed rodents and other mammals.
In December of 2002, RegeneRx initiated research under an Investigational New
Drug Application ("IND"), from the U.S. Food and Drug Administration ("FDA")
allowing it to begin Phase I human clinical trials. The Phase I study was
successfully completed in September of 2003. For additional information
regarding the regulatory approval process for RegeneRx's products, see
"--Government Regulation" below.

         Other areas RegeneRx may explore with TB4 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. RegeneRx also is reconsidering the possible applications of TB4 for
the treatment of septic shock and cystic fibrosis, as well as other internal
wound healing applications.

         All of RegeneRx'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. RegeneRx has placed development of TB4 for wound healing as its
highest product development priority. For additional information regarding
RegeneRx's efforts to commercialize TB4, see "--Proprietary Rights" below.

MANUFACTURING

         RegeneRx, uses outside contract manufacturers to manufacture bulk TB4
and formulate it into a final product, which product was used for its Phase I
clinical trials and will be used for future clinical trials. Additional
manufacturers have been identified for manufacturing of the bulk TB4 as well as
for the final TB4 products. 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 RegeneRx, 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. Although RegeneRx has
enough bulk TB4 for its currently scheduled clinical trials, there can be no
assurance that RegeneRx will have sufficient funds to cover the costs of
manufacturing additional materials for further development.

COMPETITION

         RegeneRx 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 RegeneRx, 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 marketed Regranex(TM) for
this purpose in patients with diabetes foot ulcers with some success. Other
companies, such as Novartis, are developing and marketing artificial skins which
could compete with RegeneRx's products in certain wound healing areas. Moreover,
wound healing is a large and highly fragmented marketplace attracting many
companies, large and small, to develop products for treating acute and chronic
wounds.

                                       2

<PAGE>

GOVERNMENT REGULATION

         In the United States, the Federal Food, Drug, and Cosmetic Act, as
amended, and the regulations promulgated thereunder, and other federal and state
statutes and regulations govern, among other things, the testing, manufacture,
labeling, storage, recordkeeping, approval, advertising, and promotion of
RegeneRx's products on a product-by-product basis. Regulation by governmental
authorities in the United States and foreign countries will be a significant
factor in the manufacturing and marketing of RegeneRx's products and in its
ongoing research and product development activities. Any product developed by
RegeneRx 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. The process of
obtaining these approvals and the subsequent compliance with appropriate federal
and state statutes and regulations require the expenditure of substantial
resources. Any failure by RegeneRx to obtain regulatory approvals, or any delay
in obtaining such approvals, could adversely affect the marketing of products
being developed by RegeneRx, its ability to receive product or royalty revenues
and its liquidity and capital resources.

         Pre-clinical testing in the laboratory must ordinarily 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 Investigational
New Drug Application, or IND, which must be reviewed and allowed to go into
effect by the agency 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 small 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 generally 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 Biologics License Application ("BLA"), for approval to
commence commercial sales. In responding to an NDA or BLA, 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 RegeneRx completes Phase III clinical trials for
certain of its products, and submits an NDA or BLA to the agency, 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 is not maintained or if problems occur after the product reaches
the market.

         Among the conditions for an NDA or a BLA approval is the requirement
that the applicable manufacturing, clinical, pharmacovigilance, quality control
and manufacturing procedures conform on an ongoing basis with current Good
Clinical Practices, current Good Manufacturing Practices, and computer
information system validation standards. Before approval of a BLA, the FDA will
perform a prelicensing inspection of clinical sites, manufacturing facilities
and the related quality control records to determine its compliance with these
requirements. To assure compliance, applicants must continue to expend time,
money and effort in the area of training, production and quality control. After
the applicant is licensed for the manufacture of any product, manufacturers are
subject to periodic inspections by the FDA. If a company fails to comply with
FDA regulatory requirements, FDA may pursue a wide range of remedial actions.

         In recent years, an increasing number of legislative proposals have
been introduced or proposed in Congress related to the regulation of drug
products, and RegeneRx cannot predict the outcome or effect of such legislation
on its business.

         In December 2002, RegeneRx requested TB4 be designated an "Orphan Drug"
under the Orphan Drug Act. Under the 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

                                       3

<PAGE>

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 marketing
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. The sponsor of the first
approved NDA (or BLA) for a given drug for its use in treating a given rare
disease may receive marketing exclusivity for that specific 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 BLA) 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. In early 2003, RegeneRx received a
response indicating that at that time there was insufficient information in
order to base a grant of the designation. The FDA, however, recommended that
RegeneRx resubmit a new application when additional scientific and/or clinical
evidence had been obtained. RegeneRx is in the process of preparing such
application for resubmission.

PROPRIETARY RIGHTS

         Under a research agreement with The George Washington University
("GWU"), RegeneRx funded TB4 research at GWU and was granted a sole and
exclusive world-wide license to any patents that resulted from such research.
While RegeneRx no longer funds research under this agreement, RegeneRx 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, RegeneRx has exclusive
rights to patent applications filed in the United States and in Europe
disclosing the use of TB4 for the treatment of septic shock and associated
syndromes, including Adult Respiratory Distress Syndrome. Two U.S. patents have
been issued. The first patent, No. 5,578,570, entitled "Method of Treating
Septic Shock Using TB4," 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. RegeneRx has also filed numerous other patents related
to TB4 and related compounds and indications for their use.

         As discussed above under "--Primary Commercial Development Focus - TB4
- Product Development," RegeneRx has obtained exclusive rights under a patent
application filed by the NIH for the use of TB4 in the treatment of non-healing
wounds. Subsequently, RegeneRx has filed numerous additional patent applications
covering various compositions, uses and other aspects of TB4. There can be no
assurance that these, or any other future patent applications under which
RegeneRx 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 RegeneRx, there can be no assurance that RegeneRx
will be able to afford the expense of any litigation that may be necessary to
enforce its proprietary rights.

EMPLOYEES

         RegeneRx 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 a large infrastructure. Consistent with this strategy, RegeneRx
currently utilizes several consultants, along with various other professional
advisors, to advise its Chief Executive Officer and Board of Directors on all
company matters. RegeneRx currently has three employees in addition to retaining
several outside consultants and contractors.

CLINICAL TRIALS

         Under its current business model, RegeneRx uses a Contract Research
Organization ("CRO"), to conduct all facets related to clinical trials. This
includes any preclinical pharmacokinetics, toxicology, and formulation work
required for human clinical trials. The CRO is also responsible for the conduct
of clinical trials on behalf of RegeneRx. This will enable RegeneRx 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 FDA accepted RegeneRx's IND application in December 2002 and
RegeneRx completed Phase I human clinical trials in September 2003.

                                       4

<PAGE>

Phase I enrolled 15 subjects. RegeneRx has raised additional capital for certain
Phase II clinical trials. Phase II trials are scheduled to begin in the second
quarter of 2004.

ITEM 2.  PROPERTIES

         RegeneRx's corporate headquarters are located in Bethesda, Maryland
where it leases office space in an executive office suite. RegeneRx entered into
the lease agreement for this property in April 2002. The lease agreement
provides for a twelve-month term, which automatically renews upon expiration for
an additional twelve months unless either RegeneRx or the lessor provides notice
of termination as described in the agreement. For additional information, see
Note 8 of the Notes to Financial Statements included in this annual report.

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

         FOR THE YEAR ENDED                     HIGH          LOW
         DECEMBER 31, 2003:
         First Quarter                          $ .55        $ .27
         Second Quarter                         $1.70        $ .40
         Third Quarter                          $1.30        $ .70
         Fourth Quarter                         $1.25        $1.08

         DECEMBER 31, 2002:
         First Quarter                          $ .68        $ .15
         Second Quarter                         $ .72        $ .35
         Third Quarter                          $ .53        $ .22
         Fourth Quarter                         $ .60        $ .28

         As of December 31, 2003, there were approximately 1,035 holders of
record of RegeneRx's common stock.

                                       5

<PAGE>

         RegeneRx 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 RegeneRx's limited funds for operations.

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

PLAN OF OPERATION FOR THE NEXT 12 MONTHS

         Since its inception in 1982, RegeneRx's activities had 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. In 2000, RegeneRx adopted a modified business plan calling on
the outsourcing of most of the activities necessary to its mission of developing
its Thymosin beta 4, or TB4, technology for the treatment of chronic wounds.
This business model allows for the rapid and effective deployment of necessary
resources without the burden of expensive and unwieldy infrastructure. It also
allows RegeneRx to expand or contract its efforts depending on capital resources
or other circumstances. RegeneRx has not generated revenues from operations and
does not anticipate generating product revenues or other revenues from
operations for the foreseeable future. During 2003 and 2002, Company earned no
revenues. RegeneRx's accumulated deficit of $39,179,190 through December 31,
2003 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 RegeneRx, limited product sales and royalties, and the
sale of royalty rights. RegeneRx will require substantial funding in order to
complete research and development activities, manufacturing for clinical trials,
and the eventual marketing of any products that RegeneRx intends to develop.

         On June 11, 2003, RegeneRx completed the sale of 3,184,713 shares of
restricted common stock pursuant to a private placement at a price of $.628 per
share to Defiante Farmaceutica, L.d.a., a Portuguese company that is a wholly
owned subsidiary of Sigma-Tau, S.p.A., a pharmaceutical company headquartered in
Rome, Italy. RegeneRx received approximately $2.0 million in proceeds. In
addition, RegeneRx granted Defiante warrants to purchase up to $1.5 million of
additional restricted common stock of RegeneRx at prices ranging from $1.00 to
$1.25 per share (or higher under certain circumstances) over a period of 18
months.

         On January 23, 2004, RegeneRx completed the sale of 2,393,580 shares of
common stock pursuant to a private placement at a price of $.95 per share to
Defiante and several private investors. RegeneRx received approximately $2.3
million in proceeds. In addition, RegeneRx granted investors warrants to
purchase 1 share of common stock for every 4 shares of common stock purchased in
the offering at a price of $1.50 per share over a period of 30 months.

         Although RegeneRx has no products that have received regulatory
approval to date, RegeneRx's Investigational New Drug Application was accepted
by the United States Food and Drug Administration in December 2002 allowing
RegeneRx to commence the human testing of TB4 for dermal wounds. RegeneRx
initiated a Phase I human clinical trial in March 2003, which studies were
designed to establish safety in human subjects, and successfully completed the
trial in September 2003. There were no significant adverse events associated
with the drug in Phase I and results demonstrated it was well tolerated by all
subjects. RegeneRx has recently raised additional capital for Phase II trials
that are expected to begin in the first half of 2004. RegeneRx believes each of
the Phase II trials, which it hopes to conduct in a somewhat parallel fashion,
will take approximately 12-15 months each and will cost just over $2 million.
RegeneRx plans to independently develop TB4 in the United States for chronic
dermal wounds through completion of Phase III clinical trials.

         On January 22, 2004, RegeneRx exclusively licensed certain European
rights to TB4 to Defiante. Defiante will develop TB4 for internal and external
wounds in Europe and certain other contiguous and geographically relevant
countries. The Agreement expires on a country-by-country basis upon the later of
the expiration of the last to expire of any granted patent in the territory
having at least one valid claim covering the products then on the market, the
expiration of any other exclusive or proprietary marketing rights or twelve
years from the effective date.

         Under the Agreement, Defiante will pay RegeneRx a royalty on commercial
sales and will purchase all required TB4 from RegeneRx. When RegeneRx completes
positive Phase II clinical trials in the United States, Defiante must either pay
RegeneRx $5 million or initiate pivotal Phase III clinical trials in Europe to
maintain the

                                       6

<PAGE>

license. Defiante also will be obligated to attain future clinical and
regulatory milestones in the licensed territory. As those milestones are
obtained, certain performance criteria regarding commercial registration and
minimum annual royalties will be required in each licensed country. The
agreement does not prevent RegeneRx from sublicensing the technology in
countries outside the licensed territory, and has no impact on any U.S. rights.

         At December 31, 2003, RegeneRx had cash and cash equivalents totaling
$1,019,889 and working capital of $890,166 and total assets were $1,109,818.
RegeneRx believes that its cash balances, and an additional $2,300,000 from the
January 2004 private placement, will be sufficient to sustain current operations
at least through December 31, 2004. RegeneRx is currently pursuing several
potential financing alternatives for continuation of its research, development
and clinical trials programs. There is no assurance that RegeneRx will be able
to raise additional capital necessary to timely execute its current plan of
operation or continue such plan of operation beyond December 2004 unless
substantial additional capital is raised.

         As RegeneRx utilizes a virtual company strategy it does not currently
expect to purchase or sell any properties or significant equipment and does not
expect to have significant changes in the number of its employees. For more
information about RegeneRx's virtual company strategy, see "Item 1. Business -
General."

                                       7

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

         The following audited financial statements and related documents are
presented herein on the following pages:

                                                                       PAGE

INDEPENDENT AUDITORS' REPORT                                             9

FINANCIAL STATEMENTS

         BALANCE SHEETS                                                 10

         STATEMENTS OF OPERATIONS                                       11

         STATEMENTS OF STOCKHOLDERS' EQUITY                             12

         STATEMENTS OF CASH FLOWS                                       13

         NOTES TO FINANCIAL STATEMENTS                                  14

                                       8

<PAGE>

                    [REZNICK FEDDER & SILVERMAN LETTERHEAD]


                          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, 2003 and 2002, and the related
statements of operations, stockholders' equity 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, 2003 and 2002, 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 & Silverman


Bethesda, Maryland
February 1, 2004


                                      9

<PAGE>

                       RengeneRx Biopharmaceuticals, Inc.

                                 BALANCE SHEETS

                           December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                         2003           2002
                                                                    ------------    ------------
                                      ASSETS

Current assets
<S>                                                                 <C>             <C>
  Cash and  cash equivalents                                        $  1,019,889    $    474,338
  Due from related parties                                                26,897          24,817
  Other current assets                                                    36,428          18,929
                                                                    ------------    ------------
          Total current assets                                         1,083,214         518,084

Fixed assets, net of accumlated depreciation of $7,613 and $5,300          3,377           3,836
Proprietary rights, net of accumulated amortization of
     $2,973 and $1,187                                                    23,227          25,013
                                                                    ------------    ------------
          Total assets                                              $  1,109,818    $    546,933
                                                                    ============    ============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable                                                $     81,268    $    138,984
    Accrued expenses                                                      91,734          78,116
    Letter agreements with vendors                                        20,046          20,046
                                                                    ------------    ------------
            Total current liabilities                                    193,048         237,146
                                                                    ------------    ------------
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; 30,098,968
        and 26,965,479 issued and outstanding                             30,099          26,966
    Additional paid-in capital                                        40,065,861      38,102,136
    Accumulated deficit                                              (39,179,190)    (37,519,315)
    Stock subscriptions                                                       --        (300,000)
                                                                    ------------    ------------
           Total stockholders' equity                                    916,770         309,787
                                                                    ------------    ------------
           Total liabilities and stockholders' equity               $  1,109,818    $    546,933
                                                                    ============    ============
</TABLE>
   The accompanying notes are an integral part of these financial statements


                                      10

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                            STATEMENTS OF OPERATIONS

                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                           2003             2002
                                                       ------------    ------------
<S>                                                    <C>             <C>
Revenue                                                $         --    $         --
                                                       ------------    ------------
Expenses
   Research and development                                 775,752         885,631
   General and administrative                               848,743         559,641
                                                       ------------    ------------
Total expenses                                            1,624,495       1,445,272
                                                       ------------    ------------
Operating loss                                           (1,624,495)     (1,445,272)
                                                       ------------    ------------
Other income (expense)
   Other income                                                  --          10,648
   Interest income                                            7,571          30,077
   Interest expense                                         (42,951)             --
                                                       ------------    ------------
Total other income (expense)                                (35,380)         40,725
                                                       ------------    ------------
Net loss                                               $ (1,659,875)   $ (1,404,547)
                                                       ============    ============
Basic and diluted net loss per common share            $      (0.06)   $      (0.05)
                                                       ------------    ------------
Weighted average number of common shares outstanding     28,522,042      25,560,301
                                                       ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       11
<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                          Common Stock                                                                 Total
                                      ------------------------     Additional      Accumulated       Stock          stockholders'
                                      Shares            Amount   paid-in capital     deficit      subscriptions        equity
                                      ------            ------   ---------------     -------      -------------        ------
<S>                                  <C>               <C>         <C>             <C>             <C>               <C>
Balance, December 31, 2001           19,477,429        $ 19,477    $ 36,415,289    $(36,114,768)   $   (300,000)         19,998
Issuance of common stock              7,346,383           7,347       1,665,621              --              --       1,672,968
Exercise of warrants                    141,667             142          18,275              --              --          18,417
Stock option compensation                    --              --           2,951              --              --           2,951
Net loss                                     --              --              --      (1,404,547)             --      (1,404,547)
                                     ----------        --------    ------------    ------------    ------------      ----------
Balance, December 31, 2002           26,965,479          26,966      38,102,136     (37,519,315)       (300,000)        309,787
Issuance of common stock              3,184,713           3,185       1,986,815              --              --       1,990,000
Issuance of warrants                         --                          40,648              --              --          40,648
Exercise of options and warrants        306,500             306          30,345              --              --          30,651
Repayment and modification of
 subscription receivable               (357,724)           (358)       (109,642)             --         300,000         190,000
Stock option compensation                    --              --          15,559              --              --          15,559
Net loss                                     --              --              --      (1,659,875)             --      (1,659,875)
                                     ----------          ------    ------------    ------------    ------------      ----------
Balance, December 31, 2003           30,098,968        $ 30,099    $ 40,065,861    $(39,179,190)   $         --      $  916,770
                                     ==========        ========    ============    ============    ============      ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       12

<PAGE>

                       RegeneRx Biopharmaceuticals, Inc.

                            STATEMENTS OF CASH FLOWS

                     Years ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                   2003            2002
                                                               -----------      ---------
<S>                                                             <C>           <C>
Cash flows from operating activities:
  Net loss                                                      (1,659,875)   $(1,404,547)
  Adjustments to reconcile net loss to net cash used in
  operating activities:
     Depreciation and amortization                                   4,099          3,289
     Compensation expense - stock options                           15,559          2,951
     Interest expense related to issuance of warrants               40,648             --
     Write-off of accounts payable                                      --        (43,329)
     Changes in operating assets and liabilities:
       Increase in other current assets                             (3,336)        (6,298)
       Increase in due from related party                           (2,080)       (15,619)
       Increase (decrease) in accounts payable                     (57,716)       123,601
       Increase in accrued expenses                                 13,618         52,823
                                                               -----------      ---------
              Net cash used in operating activities             (1,649,083)    (1,287,129)
                                                               -----------      ---------
Cash flows from investing activities:
    Purchase of fixed assets                                        (1,854)        (4,208)
    Purchase of license agreement                                       --         (5,000)
                                                               -----------      ---------
              Net cash used in investing activities                 (1,854)        (9,208)
                                                               -----------      ---------
Cash flows from financing activities:
  Proceeds from exercise of warrants                                30,651         18,417
  Proceeds from issuance of common stock                         1,990,000      1,717,000
  Repayment of subscription receivable                             190,000             --
  Deferred stock offering costs                                    (14,163)       (65,232)
                                                               -----------      ---------
     Net cash provided by financing activities                   2,196,488      1,670,185
                                                               -----------      ---------
     Net increase in cash and cash equivalents                     545,551        373,848
Cash and cash equivalents at beginning of period                   474,338        100,490
                                                               -----------      ---------
Cash and cash equivalents at end of period                     $ 1,019,889    $   474,338
                                                               ===========    ===========
Supplemental disclosure of significant noncash investing and
financing activities:
     Modification of subscription receivable                   $   110,000    $        --
                                                               ===========    ===========
     Issuance of common stock for license agreement            $        --    $    21,200
                                                               ===========    ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       13

<PAGE>


                        REGENERx Biopharmaceuticals, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2003 and 2002


1.  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.

    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 Chairman 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.

    The Company anticipates incurring additional losses in the future as it
    continues development of Thymosin Beta 4 and expands clinical trials for
    other indications of Thymosin Beta 4. To achieve profitability, the Company,
    alone or with others, must successfully develop and commercialize its
    technologies and proposed products, conduct pre-clinical studies and
    clinical trials, obtain required regulatory approvals and successfully
    manufacture and market such technologies and proposed products. The time
    required to reach profitability is highly uncertain, and there can be no
    assurance that the Company will be able to achieve profitability on a
    sustained basis, if at all.

    The Company has incurred negative cash flows from operations since its
    inception. The Company has expended and expects to continue to expend in the
    future, substantial funds to complete its planned product development
    efforts. The Company expects that its existing capital resources will be
    adequate to fund the Company's projected operations beyond the year ending
    December 31, 2004, based on current and projected expenditure levels.
    Management plans to continue to refine its operations, control expenses,
    evaluate alternative methods to conduct its business, and seek available and
    attractive sources of financing and sharing of development costs through
    strategic collaboration agreements or other resources. Should appropriate
    sources of financing not be available, management would delay certain
    clinical trials and research activities until such time as appropriate
    financing was available. There can be no assurance that the Company's
    financing efforts will be successful. If adequate funds are not available,
    our financial condition and results of operations will be materially and
    adversely affected.

    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.


                                     14

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


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.
     The Company primarily invests excess cash in high-quality, liquid money
     market instruments (principally government and government agency notes and
     bills) maintained by financial institutions. 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.

     Proprietary Rights
     ------------------

     Proprietary rights are stated at cost and amortized using the straight-line
     method over the remaining life of approximately 15 years.

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

     The Company will recognize revenue from royalties from 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.


                                      15

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

    The Company has entered into letter agreements with two vendors which are
    due on demand. As of December 31, 2003 and 2002, respectively, $20,046,
    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 parties, accounts payable, letter agreements with vendors and
    accrued expenses approximate their carrying values, due to their short-term
    nature.

    Loss Per Share
    --------------
                                                         2003           2002
                                                    ------------   ------------
    Net loss available for common shareholders (A)  $ (1,659,875)  $ (1,404,547)
                                                    ============   ============
    Average outstanding:
    Common stock (B)                                  28,522,042     25,560,301
    Stock options and warrants                                --             --
                                                    ------------   ------------
    Common stock and stock equivalents (C)            28,522,042     25,560,301
                                                    ============   ============
    Loss per share:
    Basic (A/B)                                     $      (0.06)  $      (0.05)
    Diluted (A/C)                                   $      (0.06)  $      (0.05)

    Unexercised employee stock options and warrants, which were previously
    granted, to purchase 3,431,797 and 2,528,297 shares of the Company's
    common stock as of December 31, 2003 and 2002, respectively, were not
    included in the computations of diluted earnings per share. The Company
    incurred a net loss for the years ended December 31, 2003 and 2002,
    therefore, all potential common shares are antidilutive and not included
    in the calculation of diluted net loss per share.

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

    The Company uses the intrinsic-value method in accounting for its employee
    stock options rather than the alternative fair value accounting method.
    Companies that follow the intrinsic-value method must provide pro forma
    disclosure of the impact of applying the fair-value method.

    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.


                                      16

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Stock Based Compensation (Continued)
    ------------------------

    Effective January 1, 2003, the Company adopted the disclosure provisions of
    SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
    Disclosure-an amendment of SFAS 123." SFAS No. 148 provides additional
    transition guidance for those entities that elect to voluntarily adopt the
    accounting provisions of SFAS No. 123, "Accounting for Stock-Based
    Compensation." SFAS No. 148 also mandates certain new disclosures that are
    incremental to those required by SFAS No. 123.

    The following table summarizes relevant information as to reported results
    under the Company's intrinsic-value method of accounting for stock awards,
    with supplemental information as if the fair value recognition provisions
    had been applied:

                                               For the Years Ended December 31,
                                                     2003          2002
                                                 -----------    -----------
Net loss, as reported                            $(1,659,875)   $(1,404,547)
Less: stock-based compensation                       (97,973)       (98,034)
                                                 -----------    -----------
Adjusted net loss                                $(1,757,848)   $(1,502,581)
                                                 ===========    ===========
Basic and diluted loss per share - as reported   $     (0.06)   $     (0.05)
Basic and diluted loss per share - as adjusted   $     (0.06)   $     (0.05)

The fair value for each option granted was estimated as the date of grant using
the Black-Scholes option-pricing model, assuming no expected dividends and the
following assumptions:

                                                     2003          2002
                                                 -----------    -----------
Risk free rate of return                                3.72%          3.98%
Expected life (in years)                                  10             10
Volatility                                            145.98%        191.37%


    Recent Accounting Pronouncements
    --------------------------------

    In November 2002, the Financial Accounting Standards Board ("FASB") issued
    FASB Interpretation No. ("FIN") 45, "Guarantor's Accounting and Disclosure
    Requirements for Guarantees, including Indirect Guarantees of Indebtedness
    of Others, an interpretation of FASB Statements No. 5, 57 and 107 and
    Rescission of FASB Interpretation No. 34." FIN 45 clarifies the requirements
    of SFAS No. 5, "Accounting for Contingencies," relating to the guarantor's
    accounting for, and disclosure of, the issuance of certain types of
    guarantees. The adoption of FIN 45 did not have a material impact on either
    the operating results or financial position of the Company. The Company has
    complied with the disclosure provisions of FIN 45.


                                      17

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


3.   LICENSES

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
     Financial Instruments with Characteristics of Both Liabilities and Equity."
     SFAS No. 150 establishes standards for how an issuer classifies and
     measures financial instruments. The standard is effective for new or
     modified contracts after May 31, 2003, and otherwise is effective at the
     beginning of the first interim period beginning after June 15, 2003. The
     adoption of SFAS No. 150 did not have a material impact on either the
     operating results or financial position of the Company.

     On April 23, 2002, the Company issued 40,000 shares of common stock
     pursuant to a license agreement with Morris A. Mann, M.D. through which the
     Company obtained an exclusive world-wide license to a certain patent
     related to Thymosin beta 4. In addition, the Company paid a license fee of
     $5,000 and will be required to pay royalties on future revenues related to
     the licensed patent. As of December 31, 2003, no such royalties have been
     incurred or paid by the Company.

     The Company 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,
     2003.

4.   RELATED PARTY TRANSACTIONS

     The Company had entered into a note receivable agreement with the Chairman
     of the Company in the original amount of $115,617. The note bore interest
     at 11.5% and was repayable in equal monthly installments. Payments on the
     note receivable were recognized as income by the Company when received and
     a total of $22,000 in payments were received in 2002. In March 2002, the
     Board of Directors agreed to forgive the remaining balance of $42,000 on
     the loan.

     In addition to his position with the Company, the Chairman of the Company
     is also Chairman of the Department of Biochemistry and Molecular Biology at
     GWU. The Company has not funded any research personally conducted by the
     Chairman, and anticipates that any future funding, if any, will also be
     limited to research projects performed by principal investigators at GWU
     other than Chairman. No funding was provided during 2003 or 2002.

     The Company has made advances to two officers which are non-interest
     bearing and due on demand. At December 31, 2003 and 2002, $26,897 and
     $24,817, respectively, are due from the officers.

     In February 2003, the Board of Directors approved the modification of the
     subscription notes receivable agreements between the Company and two
     officers totaling $150,000 for the purchase of Common Stock. Under the
     modified agreements, the two officers paid a total of $40,000 and returned
     357,724 shares of Common Stock to the Company.

     In September 2003, the Company entered into a consulting agreement for a
     term of one year with an affiliate of an outside director of the Company.
     As consideration for certain business consulting services, the Company
     agreed to pay $4,000 per month. During the year ended December 31, 2003,
     the Company paid $16,000 under the agreement.


                                      18

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


5.  COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

    Fixed assets consist of the following:

                                                                December 31,
                                                              -----------------
                                                                2003      2002
                                                              -------   -------
     Furniture and equipment                                  $10,990   $ 9,136
     Less: accumulated depreciation                             7,613     5,300
                                                              -------   -------
                                                              $ 3,377   $ 3,836
                                                              =======   =======

     Accrued expenses consist of the following:
                                                                December 31,
                                                              -----------------
                                                                2003      2002
                                                              -------   -------
     Directors' bonus                                         $    --   $43,060
     Directors' fees                                               --     9,082
     Professional fees                                         84,612    24,000
     Other                                                      7,122     1,974
                                                              -------   -------
                                                              $91,734   $78,116
                                                              =======   =======

6.   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.

     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. During the
     year ended December 31, 2002, $7,424 of accrued expenses for services
     performed were written off.

     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.


                                      19

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


6.   NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

     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. During the year ended
     December 31, 2002, the warrants were exercised.

     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.

     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.

     Sales of Common Stock
     ---------------------

     In March 2002, the Company completed a private placement of its common
     stock. Under the terms of the private placement, the Company sold 7,346,383
     restricted shares of its common stock at a price of $.235 per share. The
     total funds raised, net of offering costs, in the private placement
     amounted to $1,672,968.

     In June 2003, the Company completed the sale of 3,184,713 shares of its
     common stock pursuant to a private placement at a price of $.628 per share
     to Defiante Farmaceutica, L.d.a. ("Defiante"), a Portuguese company that is
     a wholly owned subsidiary of Sigma-Tau, S.p.A., a pharmaceutical company
     headquartered in Rome, Italy. The Company received proceeds, net of
     offering costs, of $1,990,000. In addition, the Company granted Defiante
     warrants to purchase 750,000 shares of its common stock at a price of $1.00
     per share, exercisable through December 2005 and 600,000 shares of its
     common stock at a price of $1.25, exercisable between December 11, 2003 and
     December 11, 2004.


                                      20

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


6.   NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

     Bridge Loan Agreements
     ----------------------

     In May 2003, the Company entered into Bridge Loan Agreements (the "Bridge
     Loans") with certain shareholders. The Bridge Loans totaling $400,000,
     accrued interest at 10% per annum and were scheduled to mature in November
     2005. In addition, the Company issued warrants to purchase 200,000 shares
     of its common stock at $.10 per share. The principal and accrued interest
     were repaid in June 2003. The Company recorded interest expense of $40,648
     related to the issuance of the warrants.

     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. Effective January 1, 2003, the Company adopted the disclosure
     provisions of SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure-an amendment of SFAS 123." The
     following table summarizes relevant information as to reported results
     under the Company's intrinsic-value method of accounting for stock awards,
     with supplemental information as if the fair value recognition provisions
     had been applied:
<TABLE>
<CAPTION>

                                                   For the Years Ended December 31,
                                                      --------------------------
                                                           2003           2002
                                                      -----------    -----------
<S>                                                   <C>            <C>
     Net loss, as reported                            $(1,659,875)   $(1,404,547)
     Less: stock-based compensation                       (97,973)       (98,034)
                                                      -----------    -----------
     Adjusted net loss                                $(1,757,848)   $(1,502,581)
                                                      ===========    ===========
     Basic and diluted loss per share - as reported   $     (0.06)   $     (0.05)
     Basic and diluted loss per share - as adjusted   $     (0.06)   $     (0.05)
</TABLE>

     During 2002, the Company granted 900,000 options to members of the Board of
     Directors and 85,000 options to members of the Medical Advisory Board.
     During 2003, the Company granted 15,000 options to an employee and 15,000
     options to a consultant. The grant price was equal or greater than the fair
     market price of the common stock at the date of the grant.

     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


                                      21

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


6.   NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

     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.


     During 2002, the Board of Directors of the Company approved the amended and
     restated 2000 Stock Option and Incentive Plan increasing the number of
     options that can be granted annually to an individual from 100,000 to
     450,000 and increasing number of authorized shares reserved for issuance
     under the plan increased from 1,000,000 to 2,500,000.

     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, 2003, 10,000
     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 2003 and 2002:

                                                                    Weighted
                                       Number       Exercise         average
                                      of shares    price range    exercise price
                                      ---------  ---------------  --------------

    Outstanding, December 31, 2001    1,556,666  $0.04 to $10.50    $    0.24
    Granted                           1,123,297     0.25 to 0.45         0.28
    Exercised                          (141,666)            0.13         0.13
    Terminated                          (10,000)            9.50         9.50
                                      ---------  ---------------    ---------
    Outstanding, December 31, 2002    2,528,297  $0.04 to $10.50         0.23
    Granted                           1,580,000     0.10 to 1.25         0.98
    Exercised                          (306,500)            0.10         0.10
    Terminated                         (370,000)   0.12 to 10.50         0.40
                                      ---------  ---------------    ---------
    Outstanding, December 31, 2003    3,431,797  $0.04 to $10.50    $    0.57
                                      =========  ===============    =========


                                      22

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


6.  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, 2003:

<TABLE>
<CAPTION>

                                    Options, warrants and rights        Options, warrants and
                                              outstanding                rights exercisable
                                --------------------------------------------------------------
                                                Weighted
                                                 average
                                                remaining
                                               contractual  Weighted                 Weighted
                                   Number         life       average      Number      average
    Range of exercise prices    Outstanding      (Years)    exercise   Outstanding   exercise
    ------------------------    -----------      -------    --------   -----------    --------
    <C>                           <C>              <C>      <C>         <C>           <C>
    $0.085                           25,000        7.01     $  0.085       25,000     $ 0.085
    0.10 to 0.53                  2,041,797        5.87        0.22     1,574,247        0.20
    1.00 to 1.25                  1,365,000        4.18        1.11     1,365,000        1.11
                                  ---------                             ---------
                                  3,431,797                             2,964,247
                                  =========                            ==========
    </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 bore interest
    at the rate of 6.09% with interest paid quarterly. The Company earned
    interest income of $18,270 on these notes, and as of December 31, 2002,
    there was a stock subscription receivable of $300,000. The notes matured in
    February 2003, at which time, two of the subscription notes receivable
    totaling $150,000 were repaid and the Board of Directors approved the
    modification of the subscription notes receivable agreements between the
    Company and two officers totaling $150,000 for the purchase of common stock.
    Under the modified agreements, the two officers paid a total of $40,000 and
    returned 357,724 shares of common stock to the Company.

7.  INCOME TAXES

    Deferred tax assets are comprised of the following:

                                                          December 31,
                                                  ----------------------------
                                                      2003            2002
                                                  ------------    ------------
    Net operating loss carryforwards              $ 14,168,000    $ 13,873,000
    Capital loss carryforward                          200,000         231,000
    Research and development tax credit                602,000         614,000
                                                  ------------    ------------
                                                    14,970,000      14,718,000
    Valuation allowance                            (14,970,000)    (14,718,000)
                                                  ------------    ------------
    Net deferred tax assets                       $        --     $         --
                                                  ============    ============


                                      23

<PAGE>

                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                     Years ended December 31, 2003 and 2002


7.   INCOME TAXES (Continued)

     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, 2003, the Company had net operating loss, capital loss and
     research and development tax credit carryforwards of approximately $37.8
     million, $.6 million and $.6 million, respectively, for income tax purposes
     which expire in various years through 2023. 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.

8.   COMMITMENTS

     Lease
     -----

     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 renewed upon expiration for an additional three months,
     unless either the Company or the lessor provided notice of termination of
     the lease 60 days prior to expiration. In April 2002, the Company entered
     into an agreement to lease additional office space. The lease was for a
     period of twelve months. Under the terms of the lease agreement, the lease
     renewed automatically upon expiration for an additional twelve months,
     unless either the Company or the leaser provides notice of termination of
     the lease as described in the agreement. In December 2003, the Company
     entered into a new one-year lease agreement which included all existing
     office space plus additional office space required by the Company. The
     Company's rent expense for 2003 and 2002 was $38,892 and $32,961,
     respectively. The future minimum lease payments for the year ending
     December 31, 2004 are $27,192.

     Employment Continuity Agreements
     --------------------------------

     The Company has entered into employment contracts with two executives. The
     agreements are three years in length and provide for minimum salary levels,
     an option to purchase shares of the Company's stock and include incentive
     bonuses determined by the Board of Directors of the Company. The aggregate
     minimum commitment for future salaries, excluding bonuses, as of December
     31, 2003 is approximately $285,000.

9.   SUBSEQUENT EVENTS

     License and Supply Agreement
     ----------------------------

     On January 22, 2004, the Company entered into a Thymosin Beta 4 License and
     Supply Agreement (the Agreement) with Defiante, to grant to Defiante the
     exclusive right to use Thymosin Beta 4 to conduct research and development
     activities in Europe. Under the Agreement, the Company will receive fees
     and royalty payments based on a percentage of sales of Thymosin Beta 4 -
     related products by Defiante, as defined. The term of the Agreement is the
     later of the expiration of any patents developed under the Agreement, any
     marketing rights or 2016.


                                      24

<PAGE>

9.   SUBSEQUENT EVENTS (Continued)

     Sale of Common Stock and Issuance of Warrants
     ---------------------------------------------

     On January 23, 2004, the Company completed a private placement of its
     common stock. Under the terms of the private placement, the Company sold
     2,393,580 shares of common stock at $.95 per share. In addition, the
     Company granted 598,397 warrants, each of which is exercisable immediately
     to purchase one share of common stock at an exercise price of $1.50 per
     share and has a term of 30 months. The total funds raised in the private
     placement totaled approximately $2.3 million.


                                      25

<PAGE>

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

         None.

ITEM 8A.  CONTROLS AND PROCEDURES

         As of a date within 90 days of the filing date of this report, based on
an evaluation of the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) the
chief executive and financial officer of the Company has concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in its Exchange Act reports
is recorded, processed, summarized and reported within the applicable time
periods specified by the SEC's rules and forms.

         There were no significant changes in the Company's internal controls or
in any other factors that could significantly affect those controls subsequent
to the date of the most recent evaluation of the Company's internal controls by
the Company, including any corrective actions with regard to any significant
deficiencies or material weaknesses.

                                    PART III

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

         The Company adopted a Code of Ethics for its Principal Executive
Officer and Senior Financial Officer (the "Code of Ethics"). A copy of the Code
of Ethics is filed as an exhibit to this Form 10-KSB. The Code of Ethics is also
available free of charge by writing to the Company at 3 Bethesda Metro Center,
Suite 700, Bethesda, Maryland 20814.

         Information regarding directors and executive officers of the Company
appearing under the caption "Election of Directors" and the section under the
caption "Compliance With Section 16(a) of The Exchange Act" in the Company's
Proxy Statement for the 2004 Annual Meeting of Stockholders, which will be filed
with the Securities and Exchange Commission within 120 days from the end of the
2003 fiscal year (the "2004 Proxy Statement"), is hereby incorporated by
reference.

ITEM 10.  EXECUTIVE COMPENSATION

         Information appearing under the caption "Executive Compensation" in the
2004 Proxy Statement is hereby incorporated by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information setting forth the security ownership of certain beneficial
owners and management appearing under the caption "Stock Ownership of
Significant Stockholders, Directors and Executive Officers" in the 2004 Proxy
Statement is hereby incorporated by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information setting forth the relationship and related transactions
with certain persons appearing under the captions "Certain Relationships and
Related Transactions" in the 2004 Proxy Statement is hereby incorporated by
reference.

                                       26

<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
                                                                                 November 26, 1986)

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. 0-15070 (filed March 18,
                                                                                 1991)

3.3           Amendment to Restated Certificate of Incorporation of Company      Exhibit 3.3 to the Company's Annual
                                                                                 Report on Form 10-KSB, File No.
                                                                                 0-15070 (filed April 2, 2001)

3.4           Bylaws of Company                                                  Exhibit 3.2 to Registration Statement
                                                                                 No. 33-9370 (filed October 8, 1986)

3.5           Amendment No. 1 to Bylaws of Company adopted August 11, 1989       Exhibit 4.7 to Registration Statement
                                                                                 No. 33-34551, Amendment No. 3 (filed
                                                                                 June 21, 1990)

3.6           Amendment No. 2 to Bylaws of Company                               Exhibit 4.8 to Registration Statement
              adopted  June 18, 1990                                             No. 33-34551, Amendment No. 3 (filed
                                                                                 June 21, 1990)

3.7           Amendment No. 3 to Bylaws of Company                               Exhibit 3.6 to the Company's
              adopted November 30, 1990                                          Transitional Report on Form 10-K,
                                                                                 File No. 0-15070 (filed March 18,
                                                                                 1991)

4.1           Form of Stock Certificate                                          Exhibit 4.1 to Registration Statement
                                                                                 No. 33-9370, Amendment No. 1 (filed
                                                                                 November 26, 1986)

4.2           Rights Agreement, dated as of April 29, 1994,                      Exhibit 1 to the Company's Current
              between the Company and American Stock                             Report on Form 8-K, File No. 0-15070
              Transfer & Trust Company, as Rights Agent                          (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. 0-15070
                                                                                 (filed March 31, 1997)

4.4           Warrant Agreement, dated January 23, 2004                          Exhibit 4.4 to the Company's
                                                                                 Registration Statement on Form SB-2,
                                                                                 File No. 333-113417 (filed March 9,
                                                                                 2004)

10.1          Patent License Agreement - Exclusive, between the U.S. Public      Exhibit 10.1 to the Company's Annual
              Health Service and the Company                                     Report on Form 10-KSB, File No.
                                                                                 0-15070 (filed April 2, 2001)**

10.2          Amended and Restated Directors Stock Option                        Exhibit 10.25 to the Company's Annual
              Plan                                                               Report on Form 10-K, File No. 0-15070
                                                                                 (filed March 26, 1993)

10.3          2000 Stock Option and Incentive Plan                               Filed as an Appendix to the Company's
                                                                                 preliminary proxy materials, File No.
                                                                                 0-15070 (filed September 29, 2000)
</TABLE>

                                       27

<PAGE>

<TABLE>
<CAPTION>
<S>           <C>                                                                <C>
10.4          Unit Purchase Agreement dated March 12, 1997                       Exhibit 10.25 to the Company's Annual
                                                                                 Report on Form 10-K, File No. 0-15070
                                                                                 (filed March 31, 1997)

10.5          Registration Rights Agreement, dated March 12, 1997                Exhibit 10.26 to the Company's Annual
                                                                                 Report on Form 10-K, File No. 0-15070
                                                                                 (filed March 31, 1997)

10.6          Lease Agreement dated April 5, 2002 between the Company and HQ     Exhibit 10.7 to RegeneRx' Annual
              Global Workplaces, Inc.                                            Report on Form 10-KSB, File No.
                                                                                 0-15070 (filed March 31, 2003)

10.7          Employment Agreement                                               Exhibit 10.8 to the Company's
                                                                                 Registration Statement on Form SB-2,
                                                                                 File No. 333-113417 (filed March 9,
                                                                                 2004)

10.8          Employment Agreement                                               Exhibit 10.9 to the Company's
                                                                                 Registration Statement on Form SB-2,
                                                                                 File No. 333-113417 (filed March 9,
                                                                                 2004)

10.9          License Agreement                                                  Exhibit 10.10 to the Company's
                                                                                 Registration Statement on Form SB-2,
                                                                                 File No. 333-113417 (filed March 9,
                                                                                 2004)***

10.10         Securities Purchase Agreement                                      Exhibit 10.11 to the Company's
                                                                                 Registration Statement on Form SB-2,
                                                                                 File No. 333-113417 (filed March 9,
                                                                                 2004)

14            Code of Ethics                                                     Filed herewith

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

31.1          Certification dated March 30, 2004                                 Certification pursuant to Section 302
                                                                                 of the Sarbanes-Oxley Act of 2002
                                                                                 (filed herewith)

32.1          Certification dated March 30, 2004                                 Certification Pursuant to 18 U.S.C.
                                                                                 Section 1350, as Adopted Pursuant to
                                                                                 Section 906 of The Sarbanes-Oxley Act
                                                                                 of 2002 (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 previously granted
confidential treatment application.
*** Portions of this document have been omitted pursuant to a request for
confidential treatment

(b) REPORTS ON FORM 8-K

     The Company did not file any reports on Form 8-K during the fourth quarter
of the 2003 fiscal year.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information appearing under the caption "Ratification of Appointment of
Auditors" in the 2004 Proxy Statement is hereby incorporated by reference.

                                       28

<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)

         March 30, 2004                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          March 30, 2004
--------------------------------          Advisor, and Director
Allan L. Goldstein


/s/ J.J. Finkelstein                      President, Chief Executive Officer, and          March 30, 2004
--------------------------------          Director
J.J. Finkelstein


/s/ Albert Rosenfeld                      Secretary, Treasurer, and Director               March 30, 2004
--------------------------------
Albert Rosenfeld


/s/ Joseph C. McNay                       Director                                         March 30, 2004
--------------------------------
Joseph C. McNay


/s/ Richard J. Hindin                     Director                                         March 30, 2004
--------------------------------
Richard J. Hindin
</TABLE>

                                       29