EXHIBIT 31.1

                                  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-15(e) and
              15d-15(e)) [*** Omitted pursuant to extended compliance period]
              for the registrant and have:

              (a)    Designed such disclosure controls and procedures, or caused
                     such disclosure controls and procedures to be designed
                     under our supervision, to ensure that material information
                     relating to the small business issuer, including its
                     consolidated subsidiaries, is made known to us by others
                     within those entities, particularly during the period in
                     which this report is being prepared;
              (b)    [***Omitted pursuant to extended compliance period]
              (c)    Evaluated the effectiveness of the small business issuer's
                     disclosure controls and procedures and presented in this
                     report our conclusions about the effectiveness of the
                     disclosure controls and procedures, as of the end of the
                     period covered by this report based on such evaluation; and
              (d)    Disclosed in this report any change in the small business
                     issuer's internal control over financial reporting that
                     occurred during the small business issuer's most recent
                     fiscal quarter (the small business issuer's fourth fiscal
                     quarter in the case of an annual report) that has
                     materially affected, or is reasonably likely to materially
                     affect, the small business issuer's internal control over
                     financial reporting; and

5.            The small business issuer's other certifying officer(s) and I have
              disclosed, based on our most recent evaluation of internal control
              over financial reporting, to the small business issuer's auditors
              and the audit committee of the small business issuer's board of
              directors (or persons performing the equivalent functions):

              (a)    All significant deficiencies and material weaknesses in the
                     design or operation of internal control over financial
                     reporting which are reasonably likely to adversely affect
                     the small business issuer's ability to record, process,
                     summarize and report financial information; and
              (b)    Any fraud, whether or not material, that involves
                     management or other employees who have a significant role
                     in the small business issuer's internal control over
                     financial reporting.

Date:  August 1, 2003

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



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