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 September 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 October 31, 2002.

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


<PAGE>


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

                                      INDEX

<TABLE>
<CAPTION>


Part I.   Financial Information                                                         Page No.
                                                                                        --------
<S>                                                                                     <C>
            Item 1. Financial Statements

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

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

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

                        Notes to Financial Statements
                        (unaudited)                                                       6-7

            Item 2. Management's Discussion and Analysis or
                    Plan of Operation                                                    8-12

            Item 3. Controls and Procedures                                               12

Part II.  Other Information

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

Signatures                                                                                16

Certification                                                                             17

</TABLE>


                                       2

<PAGE>


ITEM 1.
-------

                            REGENERX BIOPHARMACEUTICALS, INC.
                            ---------------------------------
                                     BALANCE SHEETS
                                     --------------

<TABLE>
<CAPTION>


                                                                            September 30,          December 31,
                                                                                 2002                  2001
                                                                           --------------          ------------
                                                                             (unaudited)
<S>                                                                        <C>                     <C>
ASSETS
------

Current assets
       Cash and cash equivalents                                           $    791,912            $    100,490
       Other current assets                                                      27,338                  12,631
                                                                           ------------            ------------

              Total current assets                                              819,250                 113,121

Fixed assets, net                                                                 4,337                   1,731
Intangible assets, net                                                           25,459                      --
Due from related party                                                           43,316                   9,198
                                                                           ------------            ------------

              Total assets                                                 $    892,362            $    124,050
                                                                           ============            ============

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

Current liabilities
       Accounts payable                                                    $     71,606            $     51,289
       Accrued expenses                                                          26,056                  32,717
       Letter agreements with vendors                                            20,046                  20,046
                                                                           ------------            ------------
              Total current liabilities                                         117,708                 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, respectively                                   26,924                  19,477
       Additional paid-in capital                                            38,093,810              36,415,289
       Accumulated deficit                                                  (37,046,080)            (36,114,768)
       Stock subscriptions                                                     (300,000)               (300,000)
                                                                           ------------            ------------

              Total stockholders' equity                                        774,654                  19,998
                                                                           ------------            ------------

              Total liabilities and stockholders' equity                   $    892,362            $    124,050
                                                                           ============            ============

</TABLE>


                       See notes to financial statements.


                                       3

<PAGE>


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


<TABLE>
<CAPTION>


                                                                     (Unaudited)                          (Unaudited)
                                                                  Three months ended                   Nine months ended
                                                                     September 30,                       September 30,
                                                                2002              2001              2002              2001
                                                            ------------      ------------      ------------      ------------
<S>                                                         <C>               <C>               <C>               <C>

Revenues                                                    $         --      $         --      $         --      $         --

Expenses
     Research and development                                    201,971            21,221           589,687           106,538
     General and administrative                                  145,503            96,410           384,898           273,573
                                                            ------------      ------------      ------------      ------------
Total expenses                                                   347,474           117,631           974,585           380,111
                                                            ------------      ------------      ------------      ------------

Operating loss                                                  (347,474)         (117,631)         (974,585)         (380,111)


Realized gain on sale of investments                                  --                --                --           174,781
Other income                                                         100             8,000            10,199            16,000
Interest income                                                   12,768            11,393            33,074            19,858
                                                            ------------      ------------      ------------      ------------
(Loss) income before extraordinary item                         (334,606)          (98,238)         (931,312)         (169,472)

Extraordinary item - debt forgiveness                                 --           127,441                --           127,441
                                                            ------------      ------------      ------------      ------------
Net (loss) income                                           $   (334,606)     $     29,203      $   (931,312)     $    (42,031)
                                                            ============      ============      ============      ============

Basic and diluted net (loss) income per common share
     before extraordinary item                              $      (0.01)     $      (0.01)     $      (0.04)     $      (0.01)

Extraordinary item - debt forgiveness                                                 0.01                                0.01
                                                            ------------      ------------      ------------      ------------
Basic and diluted net (loss) income per common share        $      (0.01)     $       0.00      $      (0.04)     $      (0.00)
                                                            ============      ============      ============      ============
Weighted average number of common shares outstanding          26,923,812        19,477,429        25,110,644        19,477,429
                                                            ============      ============      ============      ============

</TABLE>


                       See notes to financial statements.

                                       4

<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                        ---------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------

<TABLE>
<CAPTION>


                                                                                      (Unaudited)
                                                                                   Nine months ended
                                                                                     September 30,
                                                                           ---------------------------------

                                                                               2002                 2001
                                                                           -----------           -----------
<S>                                                                        <C>                   <C>

Cash flows from operating activities:
       Net loss                                                            $  (931,312)          $   (42,031)

Adjustments to reconcile net loss to net
     cash used in operating activities:
          Depreciation                                                           1,601                   899
          Amortization                                                             741                    --
          Realized gain on sale of investments                                      --              (174,780)
          Debt forgiveness                                                          --              (127,441)
          Changes in operating assets and liabilities:
          (Increase) decrease in:
              Other current assets                                             (14,707)               (1,167)
              Due from related party                                           (34,118)                  923
          Increase (decrease) in:
              Accounts payable                                                  20,317               (27,684)
              Accrued expenses                                                  (6,661)               (9,795)
                                                                           -----------           -----------

Net cash used in operating activities                                         (964,139)             (381,076)

Cash flows from investing acctivities:
       Purchase of fixed assets                                                 (4,207)               (1,806)
       Purchase of proprietary rights                                           (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                           691,422              (140,999)

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

Cash and cash equivalents at end of period                                 $   791,912           $   194,422
                                                                           ===========           ===========

Supplemental disclosure of significant noncash investing or financing
activities:

              Issuance of common stock for proprietary rights              $    21,200           $        --
                                                                           ===========           ===========

</TABLE>


                       See notes to financial statements.

                                       5

<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
     FOR THE THREE-MONTHS AND NINE-MONTHS ENDED SEPTEMBER 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"). 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 September 30, 2002, the Statements of Operations for the
three-month and nine-month periods ended September 30, 2002 and September 30,
2001, and the Statements of Cash Flows for the nine-month periods ended
September 30, 2002 and September 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 September 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.

                                       6

<PAGE>


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 nine-month periods ended September 30,
2002 and September 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; 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. 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 September 30, 2002, the Company's
current assets primarily consisted of cash and cash equivalents of $791,912.
Although no assurance can be given, the Company believes that it will be able to
satisfy its cash requirements through September 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 outside vendors for most of its functions 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

                                       8

<PAGE>


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 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 paid in 2002.

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 a clinical research organization
("CRO") 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. There
can be no assurance as to when or if the Company will be able to commence
clinical trials.

                                       9

<PAGE>


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.

FINANCIAL CONDITION

The Company's total assets at September 30, 2002 were $892,362, 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 $791,912 at September 30, 2002
from $100,490 at December 31, 2001.

The Company's total liabilities increased to $117,708 at September 30, 2002 from
$104,052 at December 31, 2001. Accounts payable at September 30, 2002 were
$71,606, compared with $51,289 at December 31, 2001, and amounts owed under
letter agreements with vendors totaled $20,046 at September 30, 2002 and
December 31, 2001. The increase in liabilities at September 30, 2002 compared to
December 31, 2001 resulted from an increase accounts payable.

Stockholders' equity increased to $774,654 at September 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 $37,046,080 at
September 30, 2002 from $36,114,768 at December 31, 2001 as a result of the
Company's net loss of $931,312 for the nine-month period ended September 30,
2002.

RESULTS OF OPERATIONS

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

Net Loss. The Company had a net loss of $334,606 for the three-months ended
September 30, 2002, compared with net income of $29,203 for the same period in
2001. This change resulted primarily from an increase in operating expense, as
discussed below, and an extraordinary income item in 2001.

Operating Loss. The Company had an operating loss of $347,474 for the
three-months ended September 30, 2002, compared with an operating loss of
$117,631 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 September 30, 2002 totaled
$347,474 compared with $117,631 for the same period in 2001. Operating expenses
were comprised of research and development expenses, which were $201,971 for the
three-months ended September 30, 2002 and $21,221 for same period in 2001 and
general and administrative expenses, which were $145,503 for the three-months
ended September 30, 2002 and $96,410 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 September
30, 2002. Other personnel and related research and

                                       10

<PAGE>


development 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 September 30, 2002.

Other Income. Interest income increased to $12,768 from $11,393 as a result of
the increase in cash and cash equivalent balances. In the three-months ended
September 30, 2001, the Company had an extraordinary income item related to debt
forgiveness of $127,441.

Nine-months Ended September 30, 2002 and 2001
---------------------------------------------

Net Loss. The Company had a net loss of $931,312 for the nine-months ended
September 30, 2002, compared with a net loss of $42,031 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 and an extraordinary income item
during the nine months ended September 30, 2001, as discussed below.

Operating Loss. The Company had an operating loss of $974,585 for the
nine-months ended September 30, 2002, compared with an operating loss of
$380,111 for the same period in 2001. This increase resulted from an increase in
operating expenses for the nine-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 nine-months ended September 30, 2002 totaled $974,585
compared with $380,111 for the same period in 2001. Operating expenses were
comprised of research and development expenses, which were $589,687 for the
nine-months ended September 30, 2002 and $106,538 for same period in 2001 and
general and administrative expenses, which were $384,898 for the nine-months
ended September 30, 2002 and $273,573 for the prior year period. Research and
development expenses increased primarily as a result of increases in
expenditures related to clinical trials during the nine-months ended September
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 nine-months ended September 30, 2002.

Other Income. Interest income increased to $33,074 from $19,858 as a result of
the increase in cash and cash equivalent balances. During the nine-months ended
September 30, 2001 the Company had realized a gain on sale of investments of
$174,781 and an extraordinary income item related to debt forgiveness of
$127,441.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2002, the Company had cash and cash equivalents totaling
$791,912 and working capital of $701,542 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 nine-months ended September 30, 2002.
See also "Financial Condition."

The Company incurred $4,207 in capital expenditures for equipment in the six
month period ended September 30, 2002. The Company does not plan to spend more
than $15,000 in total for equipment during the year ending December 31, 2002.

                                       11

<PAGE>


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 September 30, 2003. If the Company has not
raised additional funds by that date, the Company could be forced to suspend or
discontinue operations.

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

         Based on an evaluation of the Company's disclosure controls and
procedures as of a date within 90 days of the filing date of this quarterly
report, the Chief Executive Officer and Principal Financial Officer of the
Company has concluded that the Company's disclosure controls and procedures are
effective in connection with the Company's filing of this quarterly report on
Form 10-QSB for the period ended September 30, 2002.

                  There were no significant changes in the Company's internal
controls or in any other factors which 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.







                                       12

<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                           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

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

         3.2               Amendment to Restated                       Exhibit 3.2 to the Company's
                           Certificate of Incorporation of             Transitional Report on Form 10-K,
                           Company                                     File No. 1-15070 (filed 3/18/91)

         3.3               Amendment to Restated                       Exhibit 3.3 to the Company's Form
                           Certificate of Incorporation of             10-KSB, File No. 1-15070 (filed
                           Company                                     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                Exhibit 4.7 to Registration Statement
                           Company adopted 8/11/89                     No. 33-34551, Amendment No. 3
                                                                       (filed 6/21/90)

</TABLE>


                                       13

<PAGE>

<TABLE>
<CAPTION>

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

         3.7               Amendment No. 3 to Bylaws of                Exhibit 3.6 to the Company's
                           Company adopted 11/30/90                    Transitional 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               Exhibit 1 to the Company's Current
                           April 29, 1994, between the                 Report on Form 8-K, File No. 1-15070
                           Company and American Stock                  (filed May 2, 1994)
                           Transfer & Trust Company, as
                           Rights Agent

         4.3               Warrant Agreement, dated March              Exhibit 4.3 to the Company's Annual
                           12, 1997                                    Report on Form 10-K, File No. 1-
                                                                       15070 (filed 3/31/97)

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

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

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

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

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

</TABLE>


                                       14

<PAGE>

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

         99.1              Certification dated November 12,            Certification Pursuant to 18 U.S.C.
                           2002                                        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: November 12, 2002                             /s/ J.J. Finkelstein
                                                    --------------------
                                                      J.J. Finkelstein
                                           President and Chief Executive Officer
                                             (Principal Executive Officer and
                                               Principal Financial Officer)


                                       16

<PAGE>


                                  CERTIFICATION

I, J.J. Finkelstein, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of RegeneRx
     Biopharmaceuticals, Inc.;

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

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

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

     C.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

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

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

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

Date:  November 12, 2002

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