**EXHIBIT 31.1**

 

**CERTIFICATION**

 

I, J.J. Finkelsteincertify that:

 

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.                                      Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented 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/J.J. Finkelstein     |
|   |               |   | J.J. Finkelstein        |
|   |               |   | Chief Executive Officer |

 

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