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 June 30, 2002      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
               ---                ---

26,923,812 shares of RegeneRx Biopharmaceuticals, Inc. Common Stock, par value
$.001 per share, were outstanding as of July 31, 2002.

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

<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2002

                                      INDEX
<TABLE>
<CAPTION>


Part I.       Financial Information                                                                           Page No.
                                                                                                              --------
<S>                    <C>                                                                                     <C>

                  Item 1.     Financial Statements

                                 Balance Sheets at June 30, 2002
                                 (unaudited) and December 31, 2001                                                3

                                 Statements of Operations for the  three-months  and six-months  ended
                                 June 30, 2002 (unaudited) and June 30, 2001 (unaudited)                          4

                                 Statements  of Cash  Flows for the  six-months  ended  June 30,  2002
                                 (unaudited) and June 30, 2001 (unaudited)                                        5

                                 Notes to Financial Statements (unaudited)                                      6-7

                  Item 2.     Management's Discussion and Analysis or Plan of Operation                        8-11

Part II.          Other Information

                  Item 1.     Legal Proceedings                                                                  12
                  Item 2.     Changes in Securities and Use of Proceeds                                          12
                  Item 3.     Defaults upon Senior Securities                                                    12
                  Item 4.     Submission of matters to a vote of security holders                             12-13
                  Item 5.     Other information                                                                  13
                  Item 6.     Exhibits and Reports on Form 8-K                                                13-15


Signatures                                                                                                       16
</TABLE>


                                        2
<PAGE>



ITEM 1.
-------

                            REGENERX BIOPHARMACEUTICALS, INC.
                            ---------------------------------
                                     BALANCE SHEETS
                                     --------------
<TABLE>
<CAPTION>

                                                                                    June 30,               December 31,
                                                                                      2002                     2001
                                                                                      ----                     ----
                                                                                   (unaudited)

ASSETS
------
<S>                                                                       <C>                        <C>
Current assets
       Cash and cash equivalents                                          $          1,131,033       $               100,490

       Other current assets                                                              8,295                        12,631
                                                                          ---------------------     -------------------------

              Total current assets                                                   1,139,328                       113,121

Fixed assets, net                                                                        4,899                         1,731
Intangible assets, net                                                                  25,906                            --
Due from related party                                                                  35,606                         9,198
                                                                          ---------------------     -------------------------
              Total assets                                                $          1,205,739      $                124,050
                                                                          =====================     =========================

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

Current liabilities
       Accounts payable                                                   $             49,014      $                 51,289
       Accrued expenses                                                                 27,419                        32,717
       Letter agreements with vendors                                                   20,046                        20,046
                                                                          ---------------------     ------------------------
              Total current liabilities                                                 96,479                       104,052
                                                                          ---------------------     ------------------------


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; 26,923,812 and 19,477,429
          issued and outstanding                                                        26,924                        19,477
       Additional paid-in capital                                                   38,093,810                    36,415,289
       Accumulated deficit                                                         (36,711,474)                  (36,114,768)
       Stock subscriptions                                                            (300,000)                     (300,000)
                                                                          ---------------------     ------------------------
              Total stockholders' equity                                             1,109,260                        19,998
                                                                          ---------------------     ------------------------


              Total liabilities and stockholders' equity                  $          1,205,739      $                124,050
                                                                          =====================     ========================

</TABLE>



                           See notes to financial statements.

                                        3
<PAGE>


                 REGENERX BIOPHARMACEUTICALS, INC.
                 ---------------------------------
                      STATEMENTS OF OPERATIONS
                      ------------------------

<TABLE>
<CAPTION>

                                                                     (Unaudited)                           (Unaudited)
                                                                  Three months ended                     Six months ended
                                                                       June 30,                              June 30,
                                                       ----------------------------------------------------------------------------
                                                                 2002             2001               2002                2001
                                                                 ----             ----               ----                ----

<S>                                                             <C>                  <C>             <C>                  <C>
Revenues                                               $             --    $             --   $           --     $            --


Expenses
     Research and development                                   351,244              26,645          387,716              85,317
     General and administrative                                 139,753              94,410          239,395             177,163
                                                       -----------------  ------------------  ---------------    ----------------

Total expenses                                                  490,997             121,055          627,111             262,480
                                                       -----------------  ------------------  ---------------    ----------------

Operating loss                                                 (490,997)           (121,055)        (627,111)           (262,480)

Realized gain on sale of investments                                 --                  --               --             174,780
Other income                                                      4,000               6,000           10,099               8,000
Interest income                                                  10,218               4,529           20,306               8,466
                                                       -----------------  ------------------  ---------------    ----------------

Net loss                                               $       (476,779)   $       (110,526)  $     (596,706)    $       (71,234)
                                                       =================  ==================  ===============    ================

Basic and diluted net loss per common share            $          (0.02)   $          (0.01)  $        (0.02)    $         (0.00)
                                                       =================  ==================  ===============    ================

Weighted average number of common shares outstanding         26,841,614          19,477,429       24,189,034          19,477,429
                                                       =================  ==================  ===============    ================
</TABLE>



                 See notes to financial statements.


                                       4
<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                        ---------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>

                                                                                                             (Unaudited)
                                                                                                           Six months ended
                                                                                                               June 30,
                                                                                                     -------------------------------
                                                                                                         2002              2001
                                                                                                         ----              ----
<S>                                                                                                  <C>            <C>
Cash flows from operating activities:
       Net loss                                                                                      $  (596,706)   $   (71,234)

Adjustments to reconcile net loss to net cash used in operating activities:
          Depreciation                                                                                     1,039            566
          Amortization                                                                                       294              -
          Realized gain on sale of investments                                                                 -       (174,780)
          Changes in operating assets and liabilities:
          (Increase) decrease in:
              Other current assets                                                                         4,336              -
              Due from related party                                                                     (26,408)           923
          Increase (decrease) in:
              Accounts payable                                                                            (2,275)       (32,525)
              Accrued expenses                                                                            (5,298)       (10,545)
                                                                                                     -----------    -----------
Net cash used in operating activities                                                                   (625,018)      (287,595)
                                                                                                     -----------    -----------
Cash flows from investing acctivities:
       Purchase of fixed assets                                                                           (4,207)        (1,806)
       Purchase of license agreement                                                                      (5,000)             -
       Cash received on sale of investments                                                                    -        241,883
                                                                                                     -----------    -----------
Net cash (used in) provided by investing activities                                                       (9,207)       240,077
                                                                                                     -----------    -----------
Cash flows from financing activities:
       Proceeds from exercise of warrants                                                                 13,000              -
       Proceeds from issuance of common stock                                                          1,717,000              -
       Stock offering costs                                                                              (65,232)             -
                                                                                                     -----------    -----------
Net cash provided by financing activities                                                              1,664,768              -
                                                                                                     -----------    -----------
Net increase (decrease) in cash and cash equivalents                                                   1,030,543        (47,518)
Cash and cash equivalents at beginning of period                                                         100,490        335,421
                                                                                                     -----------    -----------
Cash and cash equivalents at end of period                                                           $ 1,131,033    $   287,903
                                                                                                     ===========    ===========

Supplemental disclosure of significant noncash investing or financing
activities:

              Issuance of common stock for license agreement                                         $   21,200    $         -
                                                                                                     ===========    ===========
</TABLE>

                       See notes to financial statements.


                                       5
<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
  FOR THE THREE-MONTHS AND SIX-MONTHS ENDED JUNE 30, 2002 AND 2001 (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, which 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 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"), pursuant to which an NIH investigator used
Thymosin beta 4 provided by the Company in pre-clinical animal studies 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 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.

On January 1, 2002, Dr. Allan L. Goldstein and Mr. J.J. Finkelstein entered into
employment contracts with the Company to serve as Chairman and Chief Scientific
Advisor and President and Chief Executive Officer, respectively. The initial
term of Dr. Goldstein's employment agreement is three years. The agreement
provides for annual compensation of $110,000 and eligibility to receive an
annual bonus in the discretion of the Board of Directors of the Company. In
consideration for his services, the Company also granted Dr. Goldstein an option
to purchase 300,000 shares of the Company's common stock at a purchase price of
$0.33, the fair market value on the date of grant, pursuant to the Company's
2000 Stock Option and Incentive Plan. Dr. Goldstein's option will vest as to 34%
of the option shares on the first anniversary of the grant, and in twenty-four
(24) equal monthly installments thereafter so long as he remains employed by the
Company. In the event of Dr. Goldstein's termination without cause or upon the
occurrence of certain change in control events, Mr. Goldstein's stock shall
immediately vest and be released from the Company's repurchase option. The
initial term of Mr. Finkelstein's employment agreement is three years. The
agreement provides for annual compensation of $175,000 and eligibility to
receive an annual bonus in the discretion of the Board of Directors of the
Company. In consideration for his services, the Company also granted Mr.
Finkelstein an option to purchase 500,000 shares of the Company's common stock
at a purchase price of $0.33, the fair market value on the date of grant
pursuant to the Company's 2000 Stock Option and Incentive Plan. Mr.
Finkelstein's option will vest as to 34% of the option shares on the first
anniversary of the grant, and in twenty-four (24) equal monthly installments
thereafter so long as he remains employed by the Company. In the event of Mr.
Finkelstein's termination without cause or upon the occurrence of certain change
in control events, Mr. Finkelstein's stock shall immediately vest and be
released from the Company's repurchase option. As of this report, no options
have been exercised by either party.


                                       6
<PAGE>

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

The Balance Sheet as of June 30, 2002, the Statements of Operations for the
three-month and six-month periods ended June 30, 2002 and June 30, 2001, and the
Statements of Cash Flows for the six-month periods ended June 30, 2002 and June
30, 2001, 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 June 30, 2002, 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 of America 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 10KSB for the year ended December 31, 2001.

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 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 INCOME (LOSS) PER SHARE
      ---------------------------

Net income (loss) per share is based on the weighted average number of common
shares outstanding during the three and six-month periods ended June 30, 2002
and June 30, 2001. During these periods options were not included in the
calculation as their effect would be antidilutive.


                                       7
<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.

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; 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. For a discussion of these and other factors, see
Exhibit 99 to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.

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.

PLAN OF OPERATIONS

Because the Company currently has no products that have received regulatory
approval, the Company has not generated significant revenues from operations and
does not anticipate generating product revenues or other revenues from
operations for the foreseeable future. As of June 30, 2002, the Company's
current assets primarily consisted of cash and cash equivalents of $1,131,033.
Although no assurance can be given, the Company believes that it will be able to
satisfy its cash requirements through June 30, 2003 by utilizing its existing
balance of cash and cash equivalents. If additional funds are not raised by that
point, or if the Company is not acquired by or merged with another entity, the
Company likely will be forced to suspend or discontinue operations.

The Company utilizes a virtual company strategy in order to effectively control
costs. The Company contracts out research and development 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 significant
commercial potential; (ii) designing pre-clinical and/or clinical protocols to
test such products; (iii) utilizing third party contract manufacturers


                                       8
<PAGE>

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.

The Company's current primary business focus is the commercialization of
Thymosin beta 4 ("T(beta)4"), a 43 amino acid peptide. The Company is
concentrating its product development 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. Toward this end, the Company in 1997 entered into an
agreement with the NIH pursuant to which the Company provided an NIH
investigator with T(beta)4 for testing in animal models in a wound healing
study. 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 obtained an
exclusive world-wide license from NIH to T(beta)4 as a wound-healing drug. 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.

On May 22, 2001, the Company entered into a new Material-CRADA with National
Institute of Dental and Cranio-facial Research ("NIDCR"), whereby the Company
does provide significant quantities of T(beta)4 to NIDCR for continued research
and development. In return, the Company retains the right to secure an exclusive
license related to any patents filed by NIH on new discoveries related to
T(beta)4.

On August 30, 2001, the Company entered into a Material-CRADA with the
University of Texas Southwestern Medical Center in Dallas, Texas, whereby the
Company does provide T(beta)4 to UTSMC for research and development unrelated to
areas covered by the NIDCR collaboration. In return, the Company retains the
right to negotiate an exclusive license related to any patents filed by UTSMC on
new discoveries related to T(beta)4.

In anticipation of Phase I clinical trials, the Company contracted with a
manufacturer to produce T(beta)4 for this, and future, studies of T(beta)4. In
March 2000, the Company pre-paid $50,000 of the $100,000 cost of an initial
quantity of the material and, under the agreement with the manufacturer, the
remaining $50,000 was placed in escrow pending completion of production.

For the Phase I clinical trials, T(beta)4 supplied by the Company is being
formulated for topical administration that will be administered to test
subjects. This process is being managed by the clinical research organization
retained by the Company with the Company's oversight.

Before the Phase I clinical trials may begin, the Company must file with the
U.S. Food and Drug Administration (the "FDA") an Investigational New Drug
Application ("IND"), and the IND must be approved by the FDA. The Company
previously received correspondence from the FDA which specifies the remaining
pre-clinical work the Company must undertake in order to have the IND approved.
The Company is currently completing the pre-clinical work necessary for filing
and future approval of the IND and initiation of Phase I clinical trials.

In following its product development strategy outlined above, the Company does
not plan to purchase manufacturing plants or other facilities and does not
expect any significant purchases of equipment. See "Liquidity and Capital
Resources" below.


                                       9
<PAGE>

FINANCIAL CONDITION

The Company's total assets at June 30, 2002 were $1,205,739, compared with
$124,050 at December 31, 2001. This increase was primarily due to the receipt of
cash proceeds from the sale of common stock net of the use of cash for operating
expenses. Cash and cash equivalents increased to $1,131,033 at June 30, 2002
from $100,490 at December 31, 2001.

The Company's total liabilities decreased to $96,479 at June 30, 2002 from
$104,052 at December 31, 2001. Accounts payable at June 30, 2002 were $49,014,
compared with $51,289 at December 31, 2001, and amounts owed under letter
agreements with vendors totaled $20,046 at June 30, 2002 and December 31, 2001.
The decrease in liabilities at June 30, 2002 compared to December 31, 2001
resulted from an decrease accounts payable and accrued expenses.

Stockholders' equity increased to $1,109,260 at June 30, 2002 from $19,998 at
December 31, 2001. This increase resulted from the sale of common stock net of
operating loss experienced during this period. On March 7, 2002, the Company
completed a private placement of its common stock. Under the terms of the
private placement, the Company sold 7,306,383 shares of restricted stock at
$.235 per share. The gross proceeds raised in the private placement amounted to
$1,717,000. The capital is being used for general working capital purposes
focused primarily on obtaining an IND from the FDA and initiating human clinical
trials for Thymosin beta 4. The accumulated deficit increased to $36,711,474 at
June 30, 2002 from $36,114,768 at December 31, 2001 as a result of the Company's
net loss of $596,706 for the six-month period ended June 30, 2002.

RESULTS OF OPERATIONS

Three-Months Ended June 30, 2002 and 2001
-----------------------------------------

Net Loss. The Company had a net loss of $476,779 for the three-months ended June
30, 2002, compared with a net loss of $110,526 for the same period in 2001. This
change resulted primarily from an increase in operating expense, as discussed
below.

Operating Loss. The Company had an operating loss of $490,997 for the
three-months ended June 30, 2002, compared with an operating loss of $121,055
for the same period in 2001. This increase resulted from an increase in expenses
for the three-months of 2002, as discussed below. As noted above, under "Plan of
Operation," the Company does not anticipate it will generate significant product
revenues in the foreseeable future.

Operating expenses for the three-months ended June 30, 2002 totaled $490,997
compared with $121,055 for the same period in 2001. Operating expenses were
comprised of research and development expenses, which were $351,244 for the
three-months ended June 30, 2002 and $26,645 for same period in 2001 and general
and administrative expenses, which were $139,753 for the three-months ended June
30, 2002 and $94,410 for the prior year period. Research and development
expenses increased primarily as a result of increases in expenditures related to
clinical trials during the three months ended June 30, 2002. Other personnel and
related R&D costs increased as well in 2002. General and administrative expenses
increased primarily as a result of increased personnel and related costs during
the three months ended June 30, 2002.

Other Income. Interest income increased to $10,218 from $4,529 as a result of
the increase in cash and cash equivalent balances.


                                       10
<PAGE>

Six-Months Ended June 30, 2002 and 2001
---------------------------------------

Net Loss. The Company had a net loss of $596,706 for the six-months ended June
30, 2002, compared with a net loss of $71,234 for the same period in 2001. This
change resulted primarily from an increase in operating expense net of the
realized gain on sale of investments during the six months ended June 30, 2001,
as discussed below.

Operating Loss. The Company had an operating loss of $627,111 for the six-months
ended June 30, 2002, compared with an operating loss of $262,480 for the same
period in 2001. This increase resulted from an increase in operating expenses
for the six-months of 2002, as discussed below. As noted above, under "Plan of
Operation," the Company does not anticipate it will generate significant product
revenues in the foreseeable future.

Operating expenses for the six-months ended June 30, 2002 totaled $627,111
compared with $262,480 for the same period in 2001. Operating expenses were
comprised of research and development expenses, which were $387,716 for the
six-months ended June 30, 2002 and $85,317 for same period in 2001 and general
and administrative expenses, which were $239,395 for the six-months ended June
30, 2002 and $177,163 for the prior year period. Research and development
expenses increased primarily as a result of increases in expenditures related to
clinical trials during the three months ended June 30, 2002. Other personnel and
related R&D costs increased as well in 2002. General and administrative expenses
increased primarily as a result of increased personnel and related costs during
the six months ended June 30, 2002.

Other Income. Interest income increased to $20,306 from $8,466 as a result of
the increase in cash and cash equivalent balances. During the six months ended
June 30, 2001 the Company had realized a gain on sale of investments of
$174,780.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2002, the Company had cash and cash equivalents totaling $1,131,033
and working capital of $1,042,849 as compared to $100,490 and $9,069,
respectively, at December 31, 2001. The increase in the Company's cash and
working capital from December 31, 2001 was due primarily to the sale of common
stock net of the net loss generated in the six months ended June 30, 2002. See
also "Financial Condition."

The Company incurred $4,207 in capital expenditures for equipment in the six
month period ended June 30, 2002. The Company does not plan to spend more than
$30,000 in total for equipment during the year ending December 31, 2002.

The Company's only readily available sources of funds are its balance of cash
and cash equivalents. As noted above under "Plan of Operations," while no
assurance can be given, the Company believes that this source will allow it to
satisfy its cash requirements through June 30, 2003. If the Company has not
raised additional funds by that date, the Company could be forced to suspend or
discontinue operations.


                                       11
<PAGE>

                        REGENERX BIOPHARMACEUTICALS, INC.
                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

                  None

Item 2.  Changes in Securities

         On March 7, 2002, the Company completed a private placement of its
         common stock. Under the terms of the private placement, the Company
         sold 7,306,383 restricted shares at a stock price of $.235 per share.
         The gross proceeds raised in the private placement amounted to
         $1,717,000. The lead investor in the transaction was Defiante
         Farmaceutica Unipessoal, L.d.a., a Portuguese pharmaceutical company
         and a wholly owned subsidiary of the Sigma-Tau Pharmaceutical Group,
         headquartered in Rome, Italy. The capital will be used for general
         working capital purposes focused primarily on obtaining an IND from the
         FDA and initiating human clinical trials for Thymosin beta 4.

         On April 23, 2002, the Company issued 40,000 shares of restricted
         common stock pursuant to a license agreement with an unrelated third
         party through which the Company obtained an exclusive world-wide
         license to a certain patent related to Thymosin beta 4. The Company
         also paid an upfront one-time license fee of $5,000, and will be
         required to issue royalties on future revenues, if any, related to the
         licensed patent.

Item 3.  Defaults upon Senior Securities

                  None

Item 4.  Submission of matters to a vote of security holders

         The Company held its annual meeting on June 19, 2002, at 10:00 a.m.,
         Eastern Daylight Savings Time, at the Hyatt Regency Bethesda, located
         at 7400 Wisconsin Avenue, Bethesda, Maryland 20814.

         The Company received the following shares voted for the election of
         directors:

<TABLE>
<CAPTION>

                                    For            %       Withheld         %
                                    ---            -       --------         -
<S>                              <C>             <C>        <C>            <C>
         Allan L. Goldstein      24,680,718      99.66%     84,288         .34%
         Joseph C. McNay         24,681,018      99.66%     83,988         .34%
         Albert Rosenfeld        24,681,018      99.66%     83,988         .34%
         J.J. Finkelstein        24,681,018      99.66%     83,988         .34%
         Richard J. Hindin       24,681,018      99.66%     83,988         .34%


</TABLE>


                                       12
<PAGE>

         The Company received the following shares voted for the approval of the
         Amended and Restated 2000 Stock Option and Incentive Plan:

           For           %      Against        %          Abstain      %
           ---           -      -------        -          -------      -

        19,085,917     77.1%    302,758       1.2%        14,564      .06%

        The Company received the following shares voted for ratification of
        Reznick Fedder & Silverman, P.C. as the independent auditors of the
        Company for the fiscal year ending December 31, 2002:

           For           %      Against        %          Abstain      %
           ---           -      -------        -          -------      -

        24,714,097     99.8%     11,244       .05%        39,655      .15%

Item 5.    Other information

                  None

Item 6.      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    Exhibit 3.1 to Registration Statement No.
                               the Company                                 33-9370, Amendment No. 1 (filed 11/26/86)

             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. 1-15070 (filed
                                                                           3/18/91)

             3.3               Amendment to Restated Certificate of        Exhibit 3.3 to the Company's Form 10-KSB,
                               Incorporation of Company                    File No. 1-15070 (filed 4/2/01)

             3.4               Bylaws of Company                           Exhibit 3.2 to Registration Statement No.
                                                                           33-9370 (filed 10/8/86)

             3.5               Amendment No. 1 to Bylaws of Company        Exhibit 4.7 to Registration Statement No.
                               adopted 8/11/89                             33-34551, Amendment No. 3 (filed 6/21/90)

             3.6               Amendment No. 2 to Bylaws of Company        Exhibit 4.8 to Registration Statement No.
                               adopted 6/18/90                             33-34551, Amendment No. 3 (filed 6/21/90)
</TABLE>


                                       13
<PAGE>


<TABLE>

             <S>               <C>                                         <C>
             3.7               Amendment No. 3 to Bylaws of Company        Exhibit 3.6 to the Company's Transitional
                               adopted 11/30/90                            Report on Form 10-K, File No. 1-15070 (filed
                                                                           3/18/91)

             4.1               Form of Stock Certificate                   Exhibit 4.1 to Registration Statement No.
                                                                           33-9370, Amendment No. 1 (filed 11/26/86)

             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. 1-15070 (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. 1-15070 (filed 3/31/97)

             4.4               Warrant Agreement, dated July 7, 1997       Exhibit 4.4 to the Company's Annual Report on
                                                                           Form 10-K/A, File No. 1-15070 (filed 5/13/98)

             10.1              Patent License Agreement - Exclusive,       Exhibit 3.3 to the Company's Form 10-KSB,
                               between the U.S. Public Health Service      File No. 1-15070 (filed 4/2/01)
                               and the Company

             10.2              Settlement Agreement and Mutual Release,    Exhibit 3.3 to the Company's Form 10-KSB,
                               dated March 17, 2000, between the Company   File No. 1-15070 (filed 4/2/01)
                               and Bachem Biosciences, Inc.

             10.3              Consulting Agreement, dated August 16,      Exhibit 99.2 to the Company's Current Report
                               1999, among the Company, Allan L.           on Form 8-K, File No. 1-15070 (filed 11/9/99)
                               Goldstein, J.J. Finkelstein, Richard J.
                               Hindin and Sidney J. Silver

             10.4              Amended and Restated Directors Stock        Exhibit 10.25 to the Company's Annual Report
                               Option Plan                                 on Form 10-K, File No. 1-15070 (filed 3/26/93)

             10.5              Amended and Restated 2000 Stock Option      Filed as Exhibit A to the Company's
                               and Incentive Plan                          definitive proxy materials, File No. 1-15070
                                                                           (filed 5/20/02)

             10.6              Lease Agreement, dated February 10, 1993,   Exhibit 10.28 to the Company's Annual Report
                               between the Company and John Arrillaga,     of Form 10-K, File No. 1-15070 (filed 3/26/93)
                               Trustee, and Richard T. Perry, Trustee
                               (Sunnyvale, California lease)

</TABLE>


                                       14
<PAGE>

<TABLE>

             <S>               <C>                                         <C>
             10.7              Lease Agreement Amendment Number 1, dated   Exhibit 10.24 to the Company's Annual Report
                               September 1, 1993, and Amendment Number     on Form 10-K, File No. 1-15070 (filed 3/28/94)
                               2, dated December 27, 1993 (Sunnyvale,
                               California lease)

             10.8              Lease Agreement Amendment No. 3, dated      Exhibit 10.28 to the Company's Annual Report
                               April 19, 1994 (Sunnyvale, California       on Form 10-K, File No. 1-15070 (filed 3/31/95)
                               Lease)

             10.9              Assignment of Lease, dated March 22, 1995   Exhibit 10.24 to the Company's Annual Report
                               from the Company to Scios Nova, Inc.        on Form 10-K, File No. 1-15070 (filed 3/31/95)
                               (Sunnyvale, California Lease)

             10.11             Unit Purchase Agreement dated March 12,     Exhibit 10.25 to the Company's Annual Report
                               1997                                        on Form 10-K, File No. 1-15070 (filed 3/31/97)

             10.12             Registration Rights Agreement, dated        Exhibit 10.26 to the Company's Annual Report
                               March 12, 1997                              of Form 10-K, File No. 1-15070 (filed 3/31/97)

             99.1              Certification dated August 12, 2002         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.

             (b)      Reports on Form 8-K

                        None


                                       15
<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:  August 12, 2002                             /s/ J.J. Finkelstein
                                          --------------------------------------
                                                    J.J. Finkelstein
                                          President and Chief Executive Officer
                                            (Principal Executive Officer and
                                              Principal Financial Officer)



                                       16