**EXHIBIT31.2**

 

**CERTIFICATION**

 

I, C. Neil Lyons certifythat:

 

1.                                      Ihave reviewed this quarterly report on Form 10-Q of RegeneRxBiopharmaceuticals, Inc.;

 

2.                                      Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.                                      Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.                                      The registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 
| (a) |   | Designed such  disclosure controls and procedures, or caused such disclosure controls and  procedures to be designed under our supervision, to ensure that material information  relating to the issuer, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this report is being prepared;                                  |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) |   | Designed such  internal control over financial reporting, or caused such internal control  over financial reporting to be designed under our supervision, to provide  reasonable assurance regarding the reliability of financial reporting and the  preparation of financial statements for external purposes in accordance with  generally accepted accounting principles;                                     |
| (c) |   | Evaluated the  effectiveness of the registrant’s disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by  this report based on such evaluation;                                                                                                                         |
| (d) |   | Disclosed in this report any change in the  registrant’s internal control over financial reporting that occurred during  the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal  quarter in the case of an annual report) that has materially affected, or is  reasonably likely to materially affect, the registrant’s internal control  over financial reporting; and |

 

5.                                      Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)          All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| Date:  | July 31, 2008 |   |                     |
|--------|--------------------|--------|--------------------------|
|   |               |   |                     |
|   |               |   |                     |
|   |               |   |  /s/C. Neil Lyons   |
|   |               |   | C. Neil Lyons            |
|   |               |   | Chief Financial  Officer |

 

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