EXHIBIT 31.1

                                  CERTIFICATION

I, J.J. Finkelstein, certify that:

1.       I have reviewed this annual report on Form 10-KSB of RegeneRx
         Biopharmaceuticals, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [*** Omitted
         pursuant to extended compliance period] for the registrant and have:

         (a)  Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              small business issuer, including its consolidated subsidiaries, is
              made known to us by others within those entities, particularly
              during the period in which this report is being prepared;
         (b)  [***Omitted pursuant to extended compliance period]
         (c)  Evaluated the effectiveness of the small business issuer's
              disclosure controls and procedures and presented in this report
              our conclusions about the effectiveness of the disclosure controls
              and procedures, as of the end of the period covered by this report
              based on such evaluation; and
         (d)  Disclosed in this report any change in the small business issuer's
              internal control over financial reporting that occurred during the
              small business issuer's most recent fiscal quarter (the small
              business issuer's fourth fiscal quarter in the case of an annual
              report) that has materially affected, or is reasonably likely to
              materially affect, the small business issuer's internal control
              over financial reporting; and

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing the equivalent functions):

         (a)  All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the small business
              issuer's ability to record, process, summarize and report
              financial information; and
         (b)  Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the small business
              issuer's internal control over financial reporting.


Date:  April 29,  2004

                                           /s/J.J. Finkelstein
                                           -----------------------------------
                                           J.J. Finkelstein Chief
                                           Executive Officer and
                                           Principal Financial Officer