UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2004     Commission file number 0-15070
                               --------------                            -------


                        REGENERX BIOPHARMACEUTICALS, INC.
                        ---------------------------------
        (Exact name of small business issuer as specified in its charter)


           Delaware                                           52-1253406
           --------                                           ----------
   (State of Incorporation)                           (IRS Employer I.D. Number)


                             3 Bethesda Metro Center
                                    Suite 700
                            Bethesda, Maryland 20814
                            ------------------------
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (301) 961-1992
                                                         --------------


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
         ---           ---

32,588,998 shares of RegeneRx Biopharmaceuticals, Inc. Common Stock, par value
$.001 per share, were outstanding as of March 31, 2004.

Transitional Small Business Disclosure Format (Check One)  Yes [ ]  No [X]


                                       1
<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED MARCH 31, 2004

                                      INDEX

Part I. Financial Information                                           Page No.
                                                                        --------

          Item 1.  Financial Statements

                     Balance Sheets at March 31, 2004
                     (unaudited) and December 31, 2003                     3

                     Statements of Operations for the three months
                     ended March 31, 2004 (unaudited) and March
                     31, 2003 (unaudited)                                  4

                     Statements of Cash Flows for the three months
                     ended March 31, 2004 (unaudited) and March
                     31, 2003 (unaudited)                                  5

                     Notes to Financial Statements (unaudited)             6

          Item 2.  Management's Discussion and Analysis or Plan of
                   Operation                                               7-8

          Item 3.  Controls and Procedures                                 8

Part II.  Other Information

          Item 1.  Legal Proceedings                                       9

          Item 2.  Changes in Securities                                   9

          Item 3.  Defaults Upon Senior Securities                         9

          Item 4.  Submission of Matters to a Vote of Security Holders     9

          Item 5.  Other Information                                       9

          Item 6.  Exhibits and Reports on Form 8-K                        10-12

Signatures                                                                 13


                                       2
<PAGE>

PART I-FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS
-------------------------------
                                             REGENERX BIOPHARMACEUTICALS, INC.
                                             ---------------------------------
                                                    BALANCE SHEETS
                                                    --------------
<TABLE>
<CAPTION>
                                                                           March 31,                   December 31,
                                                                             2004                          2003
                                                                             ----                          ----
                                                                         (unaudited)
ASSETS
------

<S>                                                                  <C>                            <C>
Current assets
     Cash and cash equivalents                                       $     2,188,106                $     1,019,889
     Due from related party                                                   26,397                         26,897
     Other current assets                                                     33,882                         36,428
                                                                     ------------------             ------------------

         Total current assets                                              2,248,385                      1,083,214

Fixed assets, net                                                              4,343                          3,377
Proprietary rights, net                                                       22,780                         23,227
                                                                     ------------------             ------------------

         Total assets                                                $     2,275,508                $     1,109,818
                                                                     ==================             ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities
     Accounts payable                                                $       205,647                $        81,268
     Accrued expenses                                                         17,625                         91,734
     Letter agreements with vendors                                           20,046                         20,046
                                                                     ------------------             ------------------

         Total current liabilities                                           243,318                        193,048
                                                                     ------------------             ------------------

Commitments                                                                       --                             --

Stockholders' equity
     Preferred stock, $.001 par value per share,
     1,000,000 authorized; no shares issued                                       --                             --
     Common stock, par value $.001 per share,
     100,000,000 shares authorized; 32,588,998 and 30,098,968
     issued and outstanding, respectively                                     32,589                         30,099
     Additional paid-in capital                                           42,338,103                     40,065,861
     Accumulated deficit                                                 (40,338,502)                   (39,179,190)
                                                                     ------------------             ------------------

         Total stockholders' equity                                        2,032,190                        916,770
                                                                     ------------------             ------------------

         Total liabilities and stockholders' equity                  $     2,275,508                $     1,109,818
                                                                     ==================             ==================

                   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       3
<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                        ---------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                   (Unaudited)

                                                     Three-months ended
                                                          March 31,

                                             ----------------------------------

                                                2004                   2003
                                                ----                   ----

    Revenues                               $           --        $           --

    Expenses
       Research and development                   831,340               150,839
       General and administrative                 331,566               138,930
                                             ------------            ----------

    Total Expenses                              1,162,906               289,769
                                             ------------            ----------

    Operating loss                             (1,162,906)             (289,769)

    Other income (expense)
       Interest income                              3,624                 1,960
       Other expense                                  (30)                   --
                                             ------------            ----------

    Total Other income                              3,594                 1,960
                                             ------------            ----------

    Net loss                               $   (1,159,312)       $     (287,809)
                                             ============           ===========

    Basic and diluted net loss per
       common share                        $        (0.04)       $        (0.01)
                                             ============           ===========

    Weighted average number
    of common shares outstanding               31,936,127            26,738,920
                                             ============           ===========


   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                                        REGENERX BIOPHARMACEUTICALS, INC.
                                        ---------------------------------
                                            STATEMENTS OF CASH FLOWS
                                            ------------------------
                                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                        Three-months ended
                                                                                             March 31,
                                                                              -----------------------------------------
                                                                                    2004                   2003
                                                                                    ----                   ----

<S>                                                                          <C>                     <C>
Cash flows from operating activities:
  Net loss                                                                   $     (1,159,312)       $        (287,809)

Adjustments to reconcile net loss to net
  cash used in operating activities:
     Depreciation and amortization                                                      1,079                      948
     Compensation expense for stock options                                             5,350                       --
     Changes in operating assets and liabilities:
        (Increase) decrease:
           Other current assets                                                         2,546                   15,190
           Due from related party                                                         500                    2,192
        Increase (decrease):
           Accounts payable                                                           124,379                  (36,123)
           Accrued expenses                                                           (74,109)                 (57,685)
                                                                              ----------------        -----------------

Net cash used in operating activities                                              (1,099,567)                (363,287)
                                                                              ----------------        -----------------

Cash flows from investing activities:
    Purchase of fixed assets                                                           (1,598)                      --
                                                                              ----------------        -----------------

Net cash used in investing activities                                                  (1,598)                      --
                                                                              ----------------        -----------------

Cash flows from financing activities:
    Issuance of common stock                                                        2,269,382                       --
    Repayments of Subscriptions Receivable                                                 --                  190,000
                                                                              ----------------        -----------------


Net cash provided by financing activities                                           2,269,382                  190,000
                                                                              ----------------        -----------------

Net increase (decrease) in cash and cash equivalents                                1,168,217                 (173,287)

Cash and cash equivalents at beginning of period                                    1,019,889                  474,338
                                                                              ----------------        -----------------
Cash and cash equivalents at end of period                                   $      2,188,106        $         301,051
                                                                              ================        =================


Disclosure of non-cash transactions:

   Surrender of common stock for repayment of subscriptions receivable       $             --        $         110,000
                                                                              ================        --===============

                     The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       5
<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
         FOR THE THREE-MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)

A.  GENERAL
    -------

RegeneRx Biopharmaceuticals, Inc. (the "Company"), a Delaware corporation, was
incorporated in 1982. The Company operates predominately in a single industry
segment, the biotechnology industry. In general, the biotechnology industry
consists of researching and developing new pharmaceutical products for the
treatment of diseases or conditions that arise as a result of infections,
cancer, autoimmune disease and genetic abnormalities. The Company's current
primary business focus is the commercialization of Thymosin beta 4, a 43 amino
acid peptide. The Company is concentrating its efforts on the use of Thymosin
beta 4 for the treatment of injured tissue and non-healing wounds to enable more
rapid repair and/or tissue regeneration.

The Company currently has no products that have received regulatory approval.
During 1997, the Company entered into a Material Transfer Agreement -
Cooperative Research and Development Agreement ("CRADA") with the National
Institutes of Health ("NIH"). In exchange for providing Thymosin beta 4 and
certain data, the Company received an option to elect to negotiate for an
exclusive or non-exclusive commercialization license from the NIH pursuant to a
patent application filed by NIH in 1998. On February 6, 2001, the Company signed
a licensing agreement with NIH whereby the Company obtained an exclusive
world-wide license to Thymosin beta 4 under the patent application filed in
1998. In exchange for the exclusive license, the Company must make certain
royalty and milestone payments to the NIH. To date, all payments due have been
made.

B.  FINANCIAL STATEMENTS
    --------------------

The Balance Sheet as of March 31, 2004, the Statements of Operations for the
three-month periods ended March 31, 2004 and March 31, 2003, and the Statements
of Cash Flows for the three-month periods ended March 31, 2004 and March 31,
2003, have been prepared without audit. In the opinion of management, all
adjustments necessary to present fairly the financial position, results of
operations, and cash flows at March 31, 2004, and for the periods then ended,
have been recorded. All adjustments recorded were of a normal recurring nature.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statement presentation. In the opinion of management, such unaudited
interim information reflects all necessary adjustments, consisting of only
normal recurring adjustments, necessary to present the Company's financial
position and results of operations for the periods presented. The results of
operations for interim periods are not necessarily indicative of the results to
be expected for a full fiscal year. These statements should be read in
conjunction with the financial statements and related notes included in the
Company's Form 10-KSB for the year ended December 31, 2003.

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

C.  NET LOSS PER SHARE
    ------------------

Net loss per share is based on the weighted average number of common shares
outstanding during the three-month periods ended March 31, 2004 and March 31,
2003. During these periods options and warrants were not included in the
calculation as their effect would be antidilutive.


                                       6
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

This item should be read in conjunction with the unaudited financial statements
and notes thereto of the Company contained in Item 1 of this report.

PLAN OF OPERATION

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 Thymosin beta 4 ("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
the first three months of 2004, the Company had no revenues and had operating
losses of $1,162,906. The Company's accumulated deficit of $40,338,502 through
March 31, 2004 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.

On June 11, 2003, the Company completed the sale of 3,184,713 shares of common
stock pursuant to a private placement at a price of $.628 per share to Defiante
Farmaceutica, L.d.a. ("Defiante"), a Portuguese company that is a wholly owned
subsidiary of Sigma-Tau, S.p.A., a pharmaceutical company headquartered in Rome,
Italy. The Company received approximately $2 million in proceeds. In addition,
the Company granted Defiante warrants to purchase up to $1.5 million of
additional restricted common stock of the Company at prices ranging from $1.00
to $1.25 per share (or higher under certain circumstances) over a period of 18
months.

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

Although the Company has no products that have received regulatory approval to
date, the Company's Investigational New Drug Application was accepted by the
United States Food and Drug Administration in December 2002 allowing the Company
to commence the human testing of T(beta)4 for dermal wounds. The Company
initiated a Phase I human clinical trial in March 2003, which studies were
designed to establish safety in human subjects, and successfully completed the
trial in September 2003. There were no significant adverse events associated
with the drug in Phase I and results demonstrated it was well tolerated by all
subjects. The Company has recently raised additional capital for Phase II trials
that are expected to begin in the first half of 2004. The Company believes the
Phase II trials, which it hopes to conduct in a somewhat parallel fashion, will
take approximately 12-15 months and will cost just over $2 million. The Company
plans to independently develop T(beta)4 in the United States for chronic dermal
wounds through completion of Phase III clinical trials.

On January 22, 2004, the Company exclusively licensed certain European rights to
T(beta)4 to Defiante. Defiante will develop T(beta)4 for internal and external
wounds in Europe and certain other contiguous and geographically relevant
countries. The Agreement expires on a country-by-country basis upon the later of
the expiration of the last to expire of any granted patent in the territory
having at least one valid claim covering the products then on the market, the
expiration of any other exclusive or proprietary marketing rights or twelve
years from the effective date.


                                       7
<PAGE>

Under the Agreement, Defiante will pay the Company a royalty on commercial sales
and will purchase all required T(beta)4 from the Company. When the Company
completes positive Phase II clinical trials in the United States, Defiante must
either pay the Company $5 million or initiate pivotal Phase III clinical trials
in Europe to maintain the license. Defiante also will be obligated to attain
future clinical and regulatory milestones in the licensed territory. As those
milestones are obtained, certain performance criteria regarding commercial
registration and minimum annual royalties will be required in each licensed
country. The agreement does not prevent the Company from sublicensing the
technology in countries outside the licensed territory, and has no impact on any
U.S. rights.

At March 31, 2004, the Company had cash and cash equivalents totaling $2,188,106
and working capital of $2,005,067 and total assets were $2,275,508. The Company
believes that its cash balances will be sufficient to sustain current operations
at least through December 31, 2004. The Company is currently pursuing several
potential financing alternatives for continuation of its research, development
and clinical trials programs. There is no assurance that the Company will be
able to raise additional capital necessary to timely execute its current plan of
operation or continue such a plan of operation beyond December 2004 unless
substantial additional capital is raised.

As the Company utilizes a virtual company strategy it does not currently expect
to purchase or sell any properties or significant equipment and does not expect
to have significant changes in the number of its employees. For more information
about the Company's virtual company strategy, see "Item 1. Business" of the
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.

FORWARD-LOOKING STATEMENTS

When used in this Form 10-QSB and in future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, and in oral statements made with the
approval of an authorized executive officer, the words or phrases "will likely
result," "are expected to," "will continue," "is anticipated," "estimate,"
"project" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are subject to certain risks and uncertainties, that
could cause actual results to differ materially from historical results and
those presently anticipated or projected. The Company wishes to caution readers
not to place undue reliance on any forward-looking statements, which speak only
as of the date made. The Company wishes to advise readers that various factors
could affect the Company's financial performance and could cause the Company's
actual results for future periods to differ materially from any opinions or
statements expressed with respect to future periods in any current statements.
These factors include, but are not limited to, the following: the Company's lack
of revenues and history of losses; uncertainties related to the Company's
limited capital resources; risks associated with the development of the
Company's products; uncertainties related to the regulatory process; the
Company's lack of product diversification; the Company's dependence on
collaborative relationships with larger partners for the development,
manufacturing and marketing of its products; reliance upon key personnel; the
Company's ability to obtain and protect intellectual property rights; and
competition. The Company does not undertake, and specifically declines any
obligation, to publicly release the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.

ITEM 3.  CONTROLS AND PROCEDURES
--------------------------------

As of the end of the period covered by this report, based on an evaluation of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) 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.


                                       8
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS
-------------------------------

              None


ITEM 2.       CHANGES IN SECURITIES
-----------------------------------

              None


ITEM 3.       DEFAULTS UPON SENIOR SECURITIES
---------------------------------------------

              None


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

              None


ITEM 5.       OTHER INFORMATION
-------------------------------

              None





                                       9
<PAGE>

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------------

<TABLE>
<CAPTION>
      (a)  Exhibits
           --------

      <S>          <C>                                         <C>
      Exhibit No.  Description of Exhibit                      Reference*

      3.1          Restated Certificate of Incorporation       Exhibit 3.1 to Registration Statement No.
                   of the Company                              33-9370, Amendment No. 1 (filed
                                                               November 26, 1986)

      3.2          Amendment to Restated Certificate of        Exhibit 3.2 to the Company's Transitional
                   Incorporation of Company                    Report on Form 10-K, File No. 0-15070
                                                               (filed March 18, 1991)

      3.3          Amendment to Restated Certificate of        Exhibit 3.3 to the Company's Form 10-KSB,
                   Incorporation of Company                    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                Exhibit 4.7 to Registration Statement
                   Company adopted August 11, 1989             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 Transitional
                   adopted November 30, 1990                   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,     Exhibit 1 to the Company's Current Report on
                   1994, between the Company and American      Form 8-K, File No. 0-15070 (filed May 2, 1994)
                   Stock Transfer & Trust Company, as
                   Rights Agent

      4.3          Warrant Agreement, dated March 12, 1997     Exhibit 4.3 to the Company's Annual Report on
                                                               Form 10-K, File No. 0-15070 (filed
                                                               March 31, 1997)

      4.4          Warrant Agreement, dated January 23, 2004   Exhibit 4 to the Company's Registration
                                                               Statement on Form SB-2, File No. 333-113417
                                                               (filed March 9, 2004)

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


                                       10
<PAGE>

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

      10.3         Amended and Restated 2000 Stock Option      Filed as Exhibit A to the Company's
                   and Incentive Plan                          definitive proxy materials, File No. 0-15070
                                                               (filed May 20, 2002)

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

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

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

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

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

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

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

      10.11        Master Services Agreement                   Exhibit 10.12 to the Company's Registration
                                                               Statement on Form SB-2, Amendment No. 1, File
                                                               No. 333-113417 (filed April 23, 2004)

      31.1         Certification dated May 14, 2004            Certification Pursuant to Section 302 of the
                                                               Sarbanes-Oxley Act of 2002 (filed herewith)

      32.1         Certification dated May 14, 2004            Certification Pursuant to 18 U.S.C. Section
                                                               1350, As Adopted Pursuant to Section 906 of
                                                               the Sarbanes-Oxley Act of 2002 (filed
                                                               herewith)
</TABLE>


                                       11
<PAGE>

       *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

           On January 23, 2004, the Company furnished a Current Report on Form
           8-K under "Item 5. Other Events and Regulation FD Disclosure."















                                       12
<PAGE>

                                   SIGNATURES



In accordance with the requirements 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)





Date: May 14, 2004                     /s/J.J. Finkelstein
                                       ----------------------------------
                                          J.J. Finkelstein
                                          President and Chief Executive Officer
                                          (Principal Executive Officer and
                                              Principal Financial Officer)








                                       13