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:  March 30,  2004

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