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, 2002

[ ]      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
incorporation or organization)                            Identification number)

          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. [ ]

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 14, 2003, was approximately $6,981,316. (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 14, 2003
was 26,965,479.

                       Documents Incorporated by Reference

Portions of the Proxy Statement for the 2003 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. (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. The Company's
primary business focus for most of its history was the commercialization of
Thymosin alpha 1 ("T(alpha)1"), a 28 amino acid peptide now approved for the
treatment of hepatitis b and c and as an immune adjuvant outside the United
States. In 1998, the Company sold all rights and interests it had in T(alpha)1
to SciClone Pharmaceuticals, Inc. During 1999 and 2000 the Company changed its
executive management, reassessed its business plan and focus, and changed its
name from Alpha I Biomedicals, Inc. after the Company temporarily suspended
operations in 1998. The Company's current primary business focus is the
commercialization of Thymosin beta 4, a 43 amino acid peptide ("T(beta)4"). The
Company is concentrating its efforts on the use of T(beta)4 for the treatment of
injured tissue and non-healing wounds to enable more rapid repair and/or tissue
regeneration.

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

PRIMARY COMMERCIAL DEVELOPMENT FOCUS - THYMOSIN BETA 4

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

         Product Development. The Company first began evaluating T(beta)4 in
diseases associated with actin toxicity, such as cystic fibrosis. In March 1997,
the Company provided funding under a research contract with Vanderbilt
University to determine the effect of T(beta)4 in a sheep model of Adult
Respiratory Distress Syndrome ("ARDS"), a syndrome associated with septic shock.
In animal models of septic shock, T(beta)4 has been shown to reduce
endotoxin-induced death, presumably by modulating pathologic mediators of
inflammation and cell death, including the depolymerization of actin. The
Company is considering additional studies for this use of T(beta)4 and holds two
patents related to this application. See "--Proprietary Rights" below.

                                       2

<PAGE>


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

         To date, the NIH has performed pre-clinical animal studies using
T(beta)4, supplied by the Company, which have indicated that T(beta)4 is
effective in healing injured 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, the Company initiated research
under an Investigational New Drug Application ("IND"), from the U.S. Food and
Drug Administration (the "FDA") allowing it to begin Phase I human clinical
trials. For additional information regarding the regulatory approval process for
the Company's products, see "-- Government Regulation."

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

         All of the Company's efforts to develop additional applications would
likely require substantial additional capital or a strategic alliance or other
partnership arrangement with a firm providing the capital and/or necessary
expertise. The Company has placed development of T(beta)4 for wound healing as
its highest product development priority. For additional information regarding
the Company's efforts to commercialize T(beta)4, see "--Proprietary Rights."

MANUFACTURING

         The Company, through an outside contract manufacturer, has completed
manufacturing and testing of T(beta)4 for the Phase I clinical trial. Additional
manufacturers have been identified for manufacturing of the bulk T(beta)4 as
well as for the final T(beta)4 products. No future agreements with these
manufacturers have been entered into, however, and no assurance can be given
that such agreements will be negotiated on terms favorable to the Company, or at
all. Contractors will be selected on the basis of their supply capability,
ability to produce a drug substance in accordance with current Good
Manufacturing Practice requirements of the FDA and to meet Company-established
specifications. Although the Company has enough bulk T(beta)4 for its currently
scheduled clinical trials, there can be no assurance that the Company will have
sufficient funds to cover the costs of manufacturing additional materials for
further development.

COMPETITION

         The Company is engaged in a business that is highly competitive.
Research and development activities for the development of drugs to treat
patients with cystic fibrosis, septic shock and non-healing wounds are being
sponsored or conducted by private and public institutions and by major
pharmaceutical companies located in the United States and a number of foreign
countries. Most of these companies and institutions have financial and human
resources that are substantially greater than those of the Company, and that
have extensive experience in conducting research and development activities and
clinical testing and in obtaining the regulatory approvals necessary to market
pharmaceutical products. With respect to wound-healing, Johnson & Johnson has
marketed Regranex(TM) for this purpose with some success. Another company, Human
Genome Sciences, Inc., has been developing a wound healing drug and is in
clinical trials. Other companies have developed synthetic skins and other
products to serve the wound healing markets.

                                       3

<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 the
Company'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 the Company's products and in its
ongoing research and product development activities. Any product developed by
the Company will require regulatory approval by governmental agencies prior to
commercialization. In particular, human therapeutic products are subject to
rigorous pre-clinical and clinical testing and other approval procedures by the
FDA and similar health authorities in foreign countries. 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 the Company to obtain regulatory approvals, or any
delay in obtaining such approvals, could adversely affect the marketing of
products being developed by the Company, its ability to receive product or
royalty revenues and its liquidity and capital resources.

         Pre-clinical testing in the laboratory must 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 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 the Company 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 are 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, or GCP, current Good Manufacturing Practices, or GMP, 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 we cannot predict the outcome or effect of such legislation on our
business.

                                       4

<PAGE>


         In December 2002, the Company requested T(beta)4 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 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.

PROPRIETARY RIGHTS

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

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

EMPLOYEES

         The Company utilizes a business strategy that involves contracting out
research, development, manufacturing, and other functions to third parties
partially in order to minimize the expense and overhead associated with the
maintenance of a large infrastructure. Consistent with this strategy, the
Company currently utilizes several consultants, along with various other
professional advisors, to advise its Chief Executive Officer and Board of
Directors on all company matters. The Company currently has three employees in
addition to retaining several outside consultants and contractors.

CLINICAL TRIALS

         Under its current business model, the Company uses a Clinical 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 the Company. This will enable the Company to
efficiently perform high quality clinical trials without the need to build
infrastructure to support such trials and without giving up any rights to its
products. The Company received an IND in December 2002 and has begun preliminary
phases of Phase I human clinical trials. Phase I will enroll 20 subjects and
will last six to eight months. The cost for Phase I is estimated at between
$300,000 and $400,000. The Company plans to raise more capital for additional
trial phases. Phase II trials are scheduled to begin after Phase I trials are
completed, which is estimated to be at the end of 2003.

                                       5

<PAGE>


ITEM 2.  PROPERTIES

         The Company's corporate headquarters are located in Bethesda, Maryland
where it leases office space in an executive office suite. The Company entered
into the lease agreement for this property in April 2002. The lease agreement
provides for a twelve month term, which automatically renews upon expiration for
an additional twelve months unless either the Company or the lessor provides
notice of termination as described in the agreement. For additional information,
see Note 10 of the Notes to Financial Statements contained in Item 7 of this
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, the Company's common stock began trading on the OTC
Bulletin Board under the symbol RGRX. Prior to that date, and during 2000 and
1999, the Company's common stock traded in the over-the-counter market in the
"pink sheets." The Company also has outstanding several classes of warrants to
purchase Company common stock for which there is no public market.

         The following table sets forth the high and low bid prices for the
Company's common stock for the periods indicated as reported by 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, 2002:
First Quarter                              $.68         $.15
Second Quarter                             $.72         $.35
Third Quarter                              $.53         $.22
Fourth Quarter                             $.60         $.28

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

         As of December 31, 2002, there were approximately 1,100 holders of
record of the Company's common stock.

                                       6

<PAGE>


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

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

PLAN OF OPERATION FOR THE NEXT 12 MONTHS

         Since its inception in 1982, the Company'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, the Company adopted a modified business plan calling
on the outsourcing of most of the activities necessary to its mission of
developing its T(beta)4 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 the company to expand or contract its efforts depending on capital
resources or other circumstances. The Company has not generated revenues from
operations and does not anticipate generating product revenues or other revenues
from operations for the foreseeable future. During 2002 and 2001, the Company
earned no revenues. The Company's accumulated deficit of $37,519,315 through
December 31, 2002 has been funded primarily by the proceeds from the issuance of
equity securities (and interest earned on such funds), the licensing of
technology developed or acquired by the Company, limited product sales and
royalties, and the sale of royalty rights. The Company will require substantial
funding in order to complete research and development activities, manufacturing
for clinical trials, and the eventual marketing of any products that the Company
intends to develop. The Company's independent auditor's report has raised
substantial doubt about the Company's ability to continue as a going concern
without raising additional capital. See the "Independent Auditors' Report" and
Note 2 of the Notes to Financial Statements contained in Item 7 of the Report.

         On March 7, 2002, the Company completed the sale of 7,306,383 shares of
the common stock of the Company pursuant to a private placement at a price of
$.235 per share. The Company received approximately $1.7 million in proceeds
from this private placement of its common stock. The lead investor in the
transaction was Defiante Farmaceutica Unipessoal, L.d.a., a Portuguese company
which is a wholly owned subsidiary of Sigma-Tau, S.p.A., a pharmaceutical
company headquartered in Rome, Italy. Defiante Farmaceutica Unipessoal, L.d.a.
purchased 4,255,319 shares of Company common stock in the private placement. The
cash balance at December 31, 2002 was $474,338. Working capital at December 31,
2002 was $256,121.

         Although the Company has no products that have received regulatory
approval to date, the Company received an IND in December 2002 for T(beta)4 and
has begun preliminary phases of Phase I human clinical trials. Phase I is
estimated to last six to eight months and will cost an estimated $300,000 to
$400,000. The Company believes that its cash balances will be sufficient to
sustain current operations through June 30, 2003. The Company plans to raise
more capital for additional clinical trial phases. If substantial additional
funding is not obtained by that point, the Company may be forced to suspend or
discontinue certain operations. Phase II trials are scheduled to begin after
Phase I trials are completed, which is estimated to be in the last quarter of
2003. Phase II trials are scheduled to be completed at the end of 2004. During
the clinical trial process, the Company intends to enter into a strategic
relationship with at least one partner to develop its technology on a parallel
track in markets outside the U.S. or for clinical indications the Company is not
presently pursuing. The Company intends to independently develop T(beta)4 in the
U.S. for chronic dermal wounds at least through completion of Phase II clinical
trials. There is no assurance that the Company will be able to raise additional
capital necessary to execute its current plan of operation.

         As the Company utilizes a virtual company strategy, described above, 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.

                                       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>


                          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, 2002 and 2001, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of RegeneRx
Biopharmaceuticals, Inc. as of December 31, 2002 and 2001, 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.

         The accompanying financial statements have been prepared assuming
RegeneRx Biopharmaceuticals, Inc. will continue as a going concern. As more
fully described in Note 2, RegeneRx Biopharmaceuticals, Inc. has no products
that have received regulatory approval and has suffered recurring losses which
significantly reduces their funds available for operations. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.


                                                  /s/ Reznick Fedder & Silverman
                                                  ------------------------------


Bethesda, Maryland
February 28, 2003

                                       9

<PAGE>


                        RegeneRx Biopharmaceuticals, Inc.

                                 BALANCE SHEETS

                           December 31, 2002 and 2001
<TABLE>
<CAPTION>
                                                                            2002                2001
                                                                       -----------         -----------
<S>                                                                    <C>                  <C>
ASSETS

Current assets
  Cash and cash equivalents                                            $   474,338          $   100,490
  Other current assets                                                      18,929               12,631
                                                                       -----------          -----------

      Total current assets                                                 493,267              113,121

Fixed assets, net                                                            3,836                1,731
Proprietary rights, net of amortization of $1,187                           25,013                    -
Due from related party, net of allowance                                    24,817                9,198
                                                                       -----------          -----------

      Total assets                                                     $   546,933         $    124,050
                                                                       ===========         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                     $   138,984         $    51,289
  Accrued expenses                                                          78,116              32,717
  Letter agreements with vendors                                            20,046              20,046
                                                                       -----------         -----------
      Total current liabilities                                            237,146             104,052
                                                                       -----------         -----------
Commitments and Contingencies                                                    -                   -

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; 26,965,479
  and 19,477,429 issued and outstanding                                     26,966              19,477
  Additional paid-in capital                                            38,102,136          36,415,289
  Accumulated deficit                                                  (37,519,315)        (36,114,768)
  Stock subscriptions                                                     (300,000)           (300,000)
                                                                       -----------         -----------
      Total stockholders' equity                                           309,787              19,998
                                                                       -----------         -----------
      Total liabilities and stockholders' equity                       $   546,933         $   124,050
                                                                       ===========         ===========

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       10

<PAGE>


                        RegeneRx Biopharmaceuticals, Inc.

                            STATEMENTS OF OPERATIONS

                     Years ended December 31, 2002 and 2001


<TABLE>
<CAPTION>

                                                                           2002                2001
                                                                       -----------         -----------
<S>                                                                        <C>                      <C>
Revenue                                                                $         -         $         -

Expenses
  Research and development                                                 885,631             139,115
  General and administrative                                               559,641             356,582
                                                                       -----------         -----------
Total expenses                                                           1,445,272             495,697
                                                                       -----------         -----------
Operating loss                                                          (1,445,272)           (495,697)

Other income (expense)
  Realized gain on sale of investments                                           -             174,780
  Other income                                                              10,648              22,000
  Interest income                                                           30,077              30,034
                                                                       -----------         -----------
Total other income                                                          40,725             226,814

Loss before extraordinary item                                          (1,404,547)           (268,883)

Extraordinary item
  Debt forgiveness                                                               -             118,274
                                                                       -----------         -----------
Net loss                                                               $(1,404,547)        $  (150,609)
                                                                       ===========         ===========

Basic and diluted  loss per common share
  before extraordinary item                                            $     (0.05)        $     (0.01)
                                                                       -----------         -----------
Extraordinary items
  Basic                                                                $         -         $         -
                                                                       -----------         -----------
  Diluted                                                              $         -         $         -
                                                                       -----------         -----------
Basic net loss per common share                                        $     (0.05)        $     (0.01)
                                                                       ===========         ===========
Diluted net loss per common share                                      $     (0.05)        $     (0.01)
                                                                       ===========         ===========
Weighted average number of common shares outstanding                    25,560,301          19,477,429
                                                                       ===========         ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       11

<PAGE>

<TABLE>
<CAPTION>


                                                  RegeneRx Biopharmaceuticals, Inc.

                                                 STATEMENTS OF STOCKHOLDERS' EQUITY

                                               Years ended December 31, 2002 and 2001



                                              Common stock
                                -----------------------------------------    Additional           Accumulated
                                       Shares              Amount          paid-in capital          deficit
                                ----------------------------------------------------------------------------------
<S>                                 <C>                  <C>                 <C>                 <C>
Balance, December 31, 2000          19,477,429       $    19,477          $   36,415,289       $  (35,964,159)

Unrealized loss on investments               -                 -                      -                     -

Net loss                                     -                 -                      -              (150,609)
                                   -----------       -----------          -------------        --------------

Balance, December 31, 2001          19,477,429            19,477             36,415,289           (36,114,768)

Issuance of common stock             7,346,383             7,347              1,665,621                     -

Exercise of warrants                   141,667               142                 18,275                     -

Stock option compensation                    -                 -                  2,951                     -

Net loss                                     -                 -                      -            (1,404,547)
                                   -----------       -----------          -------------        --------------

Balance, December 31, 2002          26,965,479       $    26,966          $  38,102,136        $  (37,519,315)
                                   ===========       ===========          =============        ==============

</TABLE>

<TABLE>
<CAPTION>


                                                  RegeneRx Biopharmaceuticals, Inc.

                                                 STATEMENTS OF STOCKHOLDERS' EQUITY

                                               Years ended December 31, 2002 and 2001
                                                             (continued)


                                                          Accumulated other
                                           Stock            comprehensive     Total stockholders'
                                        subscription        income (loss)       equity (defect)
                                   -------------------------------------------------------------------
<S>                                    <C>               <C>                  <C>
Balance, December 31, 2000              $   (300,000)     $    83,589          $   254,196

Unrealized loss on investments                     -          (83,589)             (83,589)

Net loss                                           -                -             (150,609)
                                        ------------      -----------          -----------

Balance, December 31, 2001                  (300,000)               -               19,998

Issuance of common stock                           -                -            1,672,968

Exercise of warrants                               -                -               18,417

Stock option compensation                          -                -                2,951

Net loss                                           -                -           (1,404,547)
                                        ------------      -----------          -----------

Balance, December 31, 2002              $   (300,000)     $         -          $   309,787
                                        ============      ===========          ===========

</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, 2002 and 2001
<TABLE>
<CAPTION>

                                                                                   2002                     2001
                                                                               -----------              -----------
<S>                                                                           <C>                      <C>
Cash flows from operating activities:
  Net loss                                                                     $ (1,404,547)            $ (150,609)
  Adjustments to reconcile net loss to net cash used in
  operating activities:
    Depreciation and amortization                                                    3,289                   1,232
    Compensation expense - stock options                                             2,951                       -
    Realized gain on sale of investments                                                 -                (174,780)
    Write-off of accounts payable                                                  (43,329)                      -
    Debt forgiveness                                                                     -                (118,274)
      Changes in operating assets and liabilities:
      Increase in other current assets                                              (6,298)                 (4,631)
      Increase in due from related party                                           (15,619)                 (4,811)
      Increase (decrease) in accounts payable                                      123,601                 (26,596)
      Increase in accrued expenses                                                  52,823                   3,461
                                                                               -----------              -----------

        Net cash used in operating activities                                   (1,287,129)                (475,008)
                                                                               -----------              -----------

Cash flows from investing activities:
  Purchase of fixed assets                                                          (4,208)                  (1,806)
  Purchase of license agreement                                                     (5,000)                       -
  Cash received on sale of investments                                                   -                  241,883
                                                                               -----------              -----------

        Net cash (used in) provided by investing activities                         (9,208)                 240,077
                                                                               -----------              -----------
Cash flows from financing activities:
  Proceeds from exercise of warrants                                                18,417                        -
  Proceeds from issuance of common stock                                         1,717,000                        -
  Stock offering costs                                                             (65,232)                       -
                                                                               -----------              -----------

        Net cash provided by financing activities                                1,670,185                        -
                                                                               -----------              -----------

        Net increase (decrease) in cash and cash equivalents                       373,848                 (234,931)

Cash and cash equivalents at beginning of period                                   100,490                  335,421
                                                                               -----------              -----------

Cash and cash equivalents at end of period                                     $   474,338              $   100,490
                                                                               ===========              ===========

Supplemental disclosure of significant noncash investing and
financing activities:
  Unrealized loss on investments recorded as accumulated other
    comprehensive income                                                       $         -              $   (83,589)
                                                                               ===========              ===========

  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, 2002 and 2001

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.

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

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

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

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

                                       14

<PAGE>



                        RegeneRx Biopharmaceuticals, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001


1. ORGANIZATION AND BUSINESS (Continued)

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

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

2. MANAGEMENT'S PLANS

    These financial statements have been prepared on a going concern basis,
    which assumes the realization of assets and liquidation of liabilities in
    the normal course of business. The Company has no products that have
    received regulatory approval and has suffered recurring losses which
    significantly reduces their funds available for operations. The ability of
    the Company to continue as a going concern is dependent on the Company's
    ability to generate future profitable operations, receive the continued
    financial support of the shareholders or obtain additional financing.
    Uncertainties surrounding the sufficiency and timing of future cash flows
    and the lack of firm commitments for additional capital raise substantial
    doubt about the ability to continue as a going concern.

    The financial statements do not reflect adjustments that would be necessary
    if the going concern assumption were not appropriate. If the going concern
    basis was not appropriate for these financial statements, then adjustments
    would be necessary relating to the recoverability and classification of
    recorded asset carrying amounts or the amount and classification of
    liabilities that might result should the Company be unable to continue as
    a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

                                       15

<PAGE>


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Comprehensive Income (Loss)
    ---------------------------

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

    Net comprehensive income (loss) for the years ended December 31, 2002 and
2001 consists of the following components, net of taxes:

<TABLE>
<CAPTION>

                                                                                2002              2001
                                                                          ---------------- ----------------
<S>                                                                       <C>              <C>
       Net loss                                                           $   (1,404,547)  $     (150,609)

       Net unrealized loss arising during the period on
       available-for-sale securities                                                   -          (83,589)
                                                                          ---------------- ----------------

       Total comprehensive loss                                           $   (1,404,547)  $     (234,198)
                                                                          ================ ================
</TABLE>

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

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

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

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

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

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

                                       16

<PAGE>


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

    During 1996, the Company entered into four separate letter agreements with
    vendors which allowed the Company to defer payments of current obligations.
    The four letter agreements were due on demand, but stipulated that a
    percentage of future royalties received from SciClone would be used to pay
    down their obligation. In January and February 1998, the Company entered
    into amended agreements with the four companies, subject to the completion
    of the royalty sale transaction with SciClone (see note 4), which would
    accelerate payments due. In consideration for the acceleration of payments,
    the vendors agreed to reduce the Company's aggregate obligation, including
    accrued interest, from $1,559,756 to $902,000, which the Company agreed to
    pay from the proceeds of the sale of the shares of SciClone Common Stock
    received under the Acquisition Agreement (see note 1). Due to the decrease
    in value of the SciClone Common Stock and discontinuance of operations
    during 1998 and 1999, the Company was unable to maintain the payment
    schedule outlined in the agreements discussed above. During 2000, the
    Company renegotiated its letter agreements with two of the vendors whereby
    liabilities of $586,482 were settled in full for payments totaling $148,164.
    In connection with one settlement agreement, one creditor was paid $50,000
    for a future commitment to purchase $100,000 of Thymasin beta 4. In
    addition, the Company entered into settlement agreements with two new
    vendors with outstanding balances of $172,694 for payments totaling $20,000.
    There were three other accounts payable items in the amount of $27,936 that
    were written off in 2000. During the year ended December 31, 2001, a letter
    agreement for $86,866 and two other accounts payable items in the amount of
    $31,408 were forgiven. During the year ended December 31, 2002, accounts
    payable items in the amount of $35,905 were written-off. As of December 31,
    2002 and 2001, 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 party, accounts payable, letter agreements with vendors and
    accrued expenses approximate their carrying values, due to their short-term
    nature.

    Loss Per Share
    --------------
<TABLE>
<CAPTION>

                                                                              2002           2001
                                                                          ------------- -------------
<S>                                                                       <C>           <C>
    Net loss available for common shareholders (A)                        $ (1,404,547) $   (150,609)
                                                                          ============= =============

    Average outstanding:
             Common stock (B)                                               25,560,301    19,477,429
             Stock options and warrants                                              -             -
                                                                          ------------- -------------

    Common stock and stock equivalents (C)                                  25,560,301    19,477,429
                                                                          ============= =============

    Loss per share:
             Basic (A/B)                                                  $       (.05) $       (.01)
             Diluted (A/C)                                                $       (.05) $       (.01)
</TABLE>

                                       17

<PAGE>



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Loss Per Share (Continued)
    --------------

    Unexercised employee stock options and warrants, which were previously
    granted, to purchase 2,394,999 and 1,556,666 shares of the Company's common
    stock as of December 31, 2002 and 2001, respectively, were not included in
    the computations of diluted earnings per share. The Company incurred a net
    loss for the years ended December 31, 2002 and 2001, therefore, all
    potential common shares are antidilutive and not included in the calculation
    of diluted net loss per share.

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

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

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

4. SALE OF ROYALTY RIGHTS

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

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

    Throughout 2001, the Company sold shares of SciClone Common Stock to fund
    operations and pay outstanding liabilities. Under the Acquisition Agreement,
    sales were restricted to a maximum of 50,000 shares monthly. During 2001,
    the remaining 37,673 shares were sold, resulting in cash proceeds of
    $241,883 and a realized gain on the sales of $174,780. As of December 31,
    2001, no shares of SciClone Common Stock were held by the Company.

                                       18

<PAGE>


5.  LICENSES

    On April 23, 2002, the Company issued 40,000 shares of common stock pursuant
    to a license agreement with a scientist 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, 2002, 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, 2002.

6. RELATED PARTIES

    In 1994, the Company entered into a note receivable agreement with the
    former President of the Company, covering a loan of $149,000 due December
    30, 1994, which accrued interest at the prime rate calculated monthly. The
    loan was repaid on January 1, 1995, in part with the proceeds of an
    unsecured second loan to the former President from the Company in the amount
    of $115,617. The second loan has an interest rate of 11.5% and was to be
    repaid in 36 equal monthly installments. In February 1996, the terms of the
    loan were amended to provide for the suspension of installment payments for
    12 months, but with interest continuing to accrue. In March 1997 and
    December 1997, the terms of the loan were further amended to suspend
    installment payments an additional nine and twelve months, respectively,
    with interest continuing to accrue through December 31, 1997. During 2000, a
    payment plan between the former President and the Company was instituted
    whereby $2,000 of the monthly consulting fee of $5,000 (see below) is
    withheld as repayment of the note. Payments on the note receivable were
    recognized as income by the Company when received and a total of $10,000 and
    $22,000 in payments were received in 2002 and 2001, respectively. In March
    2002, the Board of Directors agreed to forgive the remaining balance on the
    loan, which had been fully reserved as of December 31, 2001. As of December
    31, 2002 and 2001, the outstanding balance on the loan was $0 and $37,674,
    respectively.

    An officer of the Company served as a consultant for which he was
    paid a monthly consulting fee of $5,000. In addition to his position with
    the Company, the officer is also Chairman of the Department of
    Biochemistry and Molecular Biology at GWU. The Company has not funded any
    research personally conducted by the officer, and anticipates that any
    future funding, if any, will also be limited to research projects performed
    by principal investigators at GWU other than the officer. No
    funding was provided during 2002 or 2001.

7. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

    Fixed assets consist of the following:

<TABLE>
<CAPTION>

                                                                                     December 31,
                                                                          ---------------------------------
                                                                                2002             2001
                                                                          ---------------- ----------------
<S>                                                                       <C>              <C>
        Furniture and equipment                                           $         9,136  $         4,928
        Less accumulated depreciation                                               5,300            3,197
                                                                          ---------------- ----------------

                                                                          $         3,836  $         1,731
                                                                          ================ ================
</TABLE>

                                       19

<PAGE>



7. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS (Continued)

    Accrued expenses consist of the following:
<TABLE>
<CAPTION>

                                                                                     December 31,
                                                                          ---------------------------------
                                                                                2002             2001
                                                                          ---------------- ----------------
<S>                                                                       <C>              <C>
        Directors' bonus                                                  $        43,060  $             -
        Directors' fees                                                             9,082            7,293
        Professional fees                                                          24,000           18,000
        Other                                                                       1,974            7,424
                                                                          ---------------- ----------------

                                                                          $        78,116  $        32,717
                                                                          ================ ================
</TABLE>

8. NOTES PAYABLE AND STOCKHOLDERS' EQUITY

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

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

    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. 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 41,667 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.

                                       20

<PAGE>



8. NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

    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.

    Sale of Common Stock
    --------------------

    On March 7, 2002, the Company completed a private placement of its common
    stock. Under the terms of the private placement, the company sold 7,346,383
    restricted shares of Common Stock at a price of $.235 per share. The total
    funds raised, net of offering costs, in the private placement amounted to
    $1,651,767.

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

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

                                       21

<PAGE>



8. NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

    Stock Based Compensation (Continued)
    ------------------------
<TABLE>
<CAPTION>

                                                                                     Years ended
                                                                          ---------------------------------
                                                                                2002             2001
                                                                          ---------------- ----------------
<S>                                                                         <C>              <C>
       Net loss:
       As reported                                                          $  (1,404,547)   $   (150,609)
       Pro forma                                                               (1,502,581)       (158,033)

       Net loss per common share:
       As reported                                                                  (0.05)          (0.01)
       Pro forma                                                                    (0.05)          (0.01)
</TABLE>

    During 2002, the Company granted 900,000 options to two executives of the
    Company as part of their employment agreement and 90,000 options to members
    of the Medical & Scientific Advisory Board. The fair value of each option
    grant under these plans is estimated on the date of grant using the
    Black-Scholes option - pricing model with the following weighted-average
    assumptions: dividend yield of 0.0% and expected volatility of 191.37%. In
    addition, in estimating the fair value of the options granted the following
    weighted-average assumptions were used: risk free interest rate of 3.98% and
    an expected life of 10 years.

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

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

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

    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
    750,000 and increasing number of authorized shares reserved for issuance
    under the plan increased from 1,000,000 to 2,500,000.

                                       22

<PAGE>


8. NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

    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, 2002, 20,000 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 2002 and 2001:

<TABLE>
<CAPTION>

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


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

       Outstanding, December 31, 2001                         1,556,666      $0.04 to $10.50               0.24
       Granted                                                  990,000       0.25 to 0.45                 0.28
       Exercised                                               (141,667)          0.13                     0.13
       Terminated                                               (10,000)           9.5                      9.5
                                                     -------------------- -------------------- ---------------------

       Outstanding, December 31, 2002                         2,394,999      $0.04 to $10.50   $           0.22
                                                     ==================== ==================== =====================

</TABLE>

                                       23

<PAGE>


8. NOTES PAYABLE AND STOCKHOLDERS' EQUITY (Continued)

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

    The following table summarizes  information about the options,  warrants and
    rights  outstanding  at December  31,  2002:

<TABLE>
<CAPTION>

                                                                                      Options, warrants and rights
                                Options,  warrants  and rights outstanding                   exercisable
                           -----------------------------------------------------    --------------------------------
          Range of             Number           Weighted-
                                                 average                                                 Weighted
                                                remaining          Weighted                               average
                                               contractual          average            Number            exercise
      exercise prices       outstanding        life (Years)      exercise price      outstanding          price
      -----------------    ---------------    ---------------    ---------------    ---------------    -------------
<S>        <C>                   <C>               <C>                 <C>                <C>                 <C>
           10.50                 10,000            .39                 10.50              10,000              10.50
        0.10 to 0.53          2,024,999            6.98                 0.21           1,211,970               0.16
            0.04                360,000            .48                  0.04             360,000               0.04
                           ---------------                                          ---------------

                              2,394,999                                                1,581,970
                           ===============                                          ===============
</TABLE>

    In August 1999, the Company granted 7,500,000 options, at an exercise price
    of $0.04. All 7,500,000 of these options were exercised in 2000 with payment
    in the form of four subscription notes receivable agreements totaling
    $300,000 and consulting services valued at $7,500. The notes bear interest
    at the rate of 6.09% with interest paid quarterly. The Company earned
    interest income of $18,270 and $19,532 on these notes and as of December 31,
    2002 and 2001, respectively, there is a stock subscription receivable of
    $300,000 and interest receivable of, $0 and $9,129. The notes mature in
    February 2003 (see note 11).

9. INCOME TAXES

    Income tax expense for the years ended December 31, 2002 and 2001 consists
of the following:

<TABLE>
<CAPTION>

                                                                                  2002                  2001
                                                                          -------------------- ---------------------
<S>                                                                       <C>                  <C>
       Income tax currently payable                                       $               -    $          57,000
       Utilization of capital loss carryforward                                           -              (57,000)
       Utilization of NOL carryforward                                                    -                    -
                                                                          -------------------- ---------------------

       Income tax provision                                               $               -    $               -
                                                                          ==================== =====================
</TABLE>

                                       24

<PAGE>



9. INCOME TAXES (Continued)

    Deferred tax assets are comprised of the following:

<TABLE>
<CAPTION>

                                                                              December 31,         December 31,
                                                                                  2002                 2001
                                                                          -----------------------------------------
<S>                                                                       <C>                  <C>
        Net operating loss carryforwards                                  $      13,873,000    $      13,252,000
        Capital loss carryforward                                                   231,000              231,000
        Research and development tax credit                                         614,000              614,000
                                                                          ------------------   --------------------
                                                                                 14,718,000           14,097,000
        Valuation allowance                                                     (14,718,000)         (14,097,000)
                                                                          ------------------   --------------------

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

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

    At December 31, 2002, the Company had net operating loss, capital loss and
    research and development tax credit carryforwards of approximately $35.5
    million, $.6 million and $.6 million, respectively, for income tax purposes
    which expire in various years through 2022. Certain substantial changes in
    the Company's ownership would result in an annual limitation on the amount
    of the net operating loss carryforwards which can be utilized.

10. COMMITMENTS

    Leases
    ------

    In August 1999, the Company entered into an agreement to lease office space
    in Bethesda, Maryland. The lease was for a period of three months and
    expired on November 30, 1999. Under the terms of the lease agreement, the
    lease automatically renews upon expiration for an additional three months,
    unless either the Company or the lessor provides notice of termination of
    the lease 60 days prior to expiration. In April 2002, the Company entered
    into an agreement to lease additional office space. The lease is for a
    period of twelve months. Under the terms of the lease agreement, the lease
    automatically renews 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. The Company's rent expense for 2002 and 2001
    was $32,961 and $21,139, respectively. The future minimum lease payments for
    the year ending December 31, 2002 are $6,400.

    The Company has an operating lease (the "Master Lease") for a production
    facility space in Sunnyvale, California, which expired in January 2002. The
    Sunnyvale lease was assigned to a third party in March 1995 on the same
    terms for the remaining term of the Master Lease. The assignment is
    subordinate to the Master Lease and the Company was still liable under the
    terms of the Master Lease. As of December 31, 2002, the Company has no
    further commitments under the master lease.

                                       25

<PAGE>


10. COMMITMENTS (Continued)

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

    The Company has entered into employment contracts with certain 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, 2002 is approximately $570,000.

11. SUBSEQUENT EVENT (UNAUDITED)

    On February 3, 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 will pay a total of $40,000 and return
    357,724 shares of Common Stock to satisfy the remaining outstanding balance
    of $110,000 on the notes receivable to the Company.













                                       26

<PAGE>


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

         None.

                                    PART III

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

         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 2003 Annual Meeting of Stockholders, which will be filed
with the Securities and Exchange Commission within 120 days from the end of the
2002 fiscal year (the "2003 Proxy Statement"), is hereby incorporated by
reference.

ITEM 10.  EXECUTIVE COMPENSATION

         Information appearing under the caption "Executive Compensation" in the
2003 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 2003 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 2003 Proxy Statement is hereby incorporated by
reference.

                                       27

<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)
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           Settlement Agreement and Mutual Release, dated March 17, 2000,     Exhibit 10.2 to the Company's Annual
               between the Company and Bachem Biosciences, Inc.                   Report on Form 10-KSB, File No.
                                                                                  0-15070 (filed April 2, 2001)**
10.3           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)
10.4           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>

                                       28

<PAGE>

<TABLE>
<CAPTION>

<S>           <C>                                                                <C>
10.5           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)
10.6           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)
10.7           Lease Agreement dated April 5, 2002 between the Company and HQ     Filed herewith
               Global Workplaces, Inc.

23             Consent of Reznick Fedder & Silverman, P.C.                        Filed herewith
99.1           Information Regarding Forward-Looking Statements                   Filed herewith
99.2           Certification dated March 31, 2003                                 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 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 2002 fiscal year.

ITEM 14.  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.

                                       29

<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 31, 2003               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 31, 2003
------------------------------------          Advisor, and Director
Allan L. Goldstein


/s/ J.J. Finkelstein                          President, Chief Executive Officer, and          March 31, 2003
------------------------------------          Director
J.J. Finkelstein


/s/ Albert Rosenfeld                          Secretary, Treasurer, and Director               March 31, 2003
------------------------------------
Albert Rosenfeld
/s/ Joseph C. McNay                           Director                                         March 31, 2003
------------------------------------
Joseph C. McNay


/s/ Richard J. Hindin                         Director                                         March 31, 2003
------------------------------------
Richard J. Hindin

</TABLE>

                                       30

<PAGE>


                                  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-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003




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

                                       31