UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

For the quarterly period ended March 31, 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
              ---                ---

26,783,812 shares of RegeneRx Biopharmaceuticals, Inc. Common Stock, par value
$.001 per share, were outstanding as of April 30, 2002.

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


                        REGENERX BIOPHARMACEUTICALS, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED MARCH 31, 2002

                                      INDEX

Part I.    Financial Information                                        Page No.
                                                                        --------
           Item 1. Financial Statements

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

                   Statements  of  Operations  for the  three-
                   months ended March 31, 2002 (unaudited) and
                   March 31, 2001 (unaudited)                               4

                   Statements  of Cash  Flows  for the  three-
                   months ended March 31, 2002 (unaudited) and
                   March 31, 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
           Item 5. Other information                                       12
           Item 6. Exhibits and Reports on Form 8-K                        12-14

Signatures                                                                 15


                                       2
<PAGE>


ITEM 1.
-------

                        REGENERX BIOPHARMACEUTICALS, INC.
                        ---------------------------------
                                 BALANCE SHEETS
                                 --------------
<TABLE>
<CAPTION>
                                                               March 31,         December 31,
                                                                  2002               2001
                                                                  ----               ----
                                                              (unaudited)
<S>                                                           <C>                <C>
ASSETS
------

Current assets
       Cash and cash equivalents                              $  1,642,840       $    100,490
       Other current assets                                             --             12,631
                                                              ------------       ------------
              Total current assets                               1,642,840            113,121

Fixed assets, net                                                    3,831              1,731
Due from related party, net of allowance                            22,277              9,198
                                                              ------------       ------------
              Total assets                                    $  1,668,948       $    124,050
                                                              ============       ============

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

Current liabilities
       Accounts payable                                       $     58,057       $     51,289
       Accrued expenses                                             39,006             32,717
       Letter agreements with vendors                               20,046             20,046
                                                              ------------       ------------
              Total current liabilities                            117,109            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; 26,783,812 and
         19,477,429 issued and outstanding, respectively            26,784             19,477
       Additional paid-in capital                               38,059,750         36,415,289
       Accumulated deficit                                     (36,234,695)       (36,114,768)
       Stock subscriptions                                        (300,000)          (300,000)
                                                              ------------       ------------
              Total stockholders' equity                         1,551,839             19,998
                                                              ------------       ------------
              Total liabilities and stockholders' equity      $  1,668,948       $    124,050
                                                              ============       ============
</TABLE>

                        See notes to financial statements


                                       3
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                        ---------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
<TABLE>
<CAPTION>
                                                                    (Unaudited)
                                                                Three months ended
                                                                     March 31,
                                                          -------------------------------
                                                              2002               2001
                                                              ----               ----
<S>                                                       <C>                <C>
Revenues                                                  $         --       $         --

Expenses
     Research and development                                   36,472             58,672
     General and administrative                                 99,642             82,753
                                                          ------------       ------------
Total expenses                                                 136,114            141,425
                                                          ------------       ------------
Operating loss                                                (136,114)          (141,425)

Realized gain on sale of investments                                --            174,781
Other income                                                     6,099              2,000
Interest income                                                 10,088              3,936
                                                          ------------       ------------
Net (loss) income                                         $   (119,927)      $     39,292
                                                          ============       ============
Basic and diluted net (loss) income per common share      $      (0.01)      $       0.00
                                                          ============       ============
Weighted average number of common shares outstanding        21,506,980         19,477,429
                                                          ============       ============
</TABLE>

                        See notes to financial statements


                                       4
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                        ---------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                                 Three months ended
                                                                      March 31,
                                                            -----------------------------
                                                                2002             2001
                                                                ----             ----
<S>                                                         <C>               <C>
Cash flows from operating activities:
      Net (loss) income                                     $  (119,927)      $    39,292

Adjustments to reconcile net loss to net
      cash used in operating activities:
          Depreciation                                              403               233
          Realized gain on sale of investments                       --          (174,781)
          Changes in operating assets and liabilities:
          (Increase) decrease in:
              Other current assets                               12,631                --
              Due from related party                            (13,079)              240
          Increase (decrease) in:
              Accounts payable                                    6,768           (27,481)
              Accrued expenses                                    6,289             3,750
                                                            -----------       -----------
Net cash used in operating activities                          (106,915)         (158,747)
                                                            -----------       -----------

Cash flows from investing acctivities:
      Purchase of fixed assets                                   (2,503)           (1,806)
      Cash received on sale of investments                           --           241,883
                                                            -----------       -----------
Net cash (used in) provided by investing activities              (2,503)          240,077
                                                            -----------       -----------

Cash flows from financing activities:
      Proceeds from issuance of common stock                  1,717,000                --
      Stock offering costs                                      (65,232)               --
                                                            -----------       -----------
Net cash provided by financing activities                     1,651,768                --
                                                            -----------       -----------
Net increase in cash and cash equivalents                     1,542,350            81,330
Cash and cash equivalents at beginning of period                100,490           335,421
                                                            -----------       -----------
Cash and cash equivalents at end of period                  $ 1,642,840       $   416,751
                                                            ===========       ===========
</TABLE>

                          See notes to financial statements


                                       5
<PAGE>


                        REGENERX BIOPHARMACEUTICALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
         FOR THE THREE-MONTHS ENDED MARCH 31, 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 $110,000.00
      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 equal to fair market value
      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 remained 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 $175,000.00
      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 equal to fair market
      value 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 remained 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.


                                       6
<PAGE>


      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.

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

      The Balance Sheet as of March 31, 2002, the Statements of Operations for
      the three-month periods ended March 31, 2002 and March 31, 2001, and the
      Statements of Cash Flows for the three-month periods ended March 31, 2002
      and March 31, 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 March 31, 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 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-month periods ended March 31, 2002 and March
31, 2001. During these periods an immaterial number of options were outstanding
that did not materially impact the above calculations.


                                       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 March 31, 2002, the Company's
current assets primarily consisted of cash and cash equivalents of $1,642,840.
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 to supply
clinical grade material and third party contract research organizations to
perform pre-clinical


                                       8
<PAGE>


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
will 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 will 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, it is expected that the T(beta)4 supplied by
the Company will be given to another manufacturer to produce a topical
formulation that will be administered to test subjects. Two manufacturers have
been identified to manufacture and test the final product. No agreements with
these manufacturers have been entered into, however, and no assurance can be
given that such agreements will be negotiated on terms favorable to the Company,
or at all.

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 approval
of the IND and 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 March 31, 2002 were $1,668,948, 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 $1,642,840 at March 31, 2002
from $100,490 at December 31, 2001.

The Company's total liabilities increased to $117,109 at March 31, 2002 from
$104,052 at December 31, 2001. Accounts payable at March 31, 2002 were $58,057,
compared with $51,289 at December 31, 2001, and amounts owed under letter
agreements with vendors totaled $20,046 at March 31, 2002 and December 31, 2001.
The increase in liabilities at March 31, 2002 compared to December 31, 2001
resulted from an increase accounts payable and accrued expenses.

Stockholders' equity increased to $1,551,839 at March 31, 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 restricted shares at a stock price
of $.235 per share. The gross proceeds raised in the private placement amounted
to $1,717,000. 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. The accumulated deficit increased to $36,234,695 at
March 31, 2002 from $36,114,768 at December 31, 2001 as a result of the
Company's net loss of $119,927 for the three-month period ended March 31, 2002.

RESULTS OF OPERATIONS

Three-Months Ended March 31, 2002 and 2001
------------------------------------------
Net Income (Loss). The Company had a net loss of $119,927 for the three-months
ended March 31, 2002, compared with net income of $39,292 for the same period in
2001. This change resulted primarily from a decrease in realized gain on sale of
investments to $0 for the three-months ended March 31, 2002 compared to $174,781
in the prior year period.

Operating Loss. The Company had an operating loss of $136,114 for the
three-months ended March 31, 2002, compared with an operating loss of $141,425
for the same period in 2000. This decrease resulted from a decrease in operating
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 revenues
in the foreseeable future.

Operating expenses for the three-months ended March 31, 2002 totaled $136,114
compared with $141,425 for the same period in 2001. Operating expenses were
comprised of research and development expenses, which were $36,472 for the
three-months ended March 31, 2002 and $58,672 for same period in 2001 and
general and administrative expenses, which were $99,642 for the three-months
ended March 31, 2002 and $82,753 for the prior year period. Research and
development expenses during the first quarter of 2001 primarily consisted of a
$50,000 deposit paid toward the purchase of T(beta)4 from a contract
manufacturer to be used in clinical trials. Other personnel and related R&D
costs increased in 2002. General and administrative expenses increased primarily
as a result of increased personnel and related costs.

Other Income. The Company realized a gain on sale of investments of $0 during
the three-months ended March 31, 2002, compared with a gain of $174,781 for the
comparable period in the prior year,


                                       10
<PAGE>


as a result of disposing of its investments in another company in 2001. During
the three-months ended March 31, 2002, the Company obtained debt forgiveness of
$127,441 compared to zero in the comparable periods of the prior year. Interest
income increased to $10,088 from $3,936 as a result of the increase in cash and
cash equivalent balances.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, the Company had cash and cash equivalents totaling $1,642,840
and working capital of $1,525,731 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 three-months ended March 31, 2002.
See also "Financial Condition."

The Company incurred $2,503 in capital expenditures for equipment in the
three-month period ended March 31, 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 will likely 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
                  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 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)
</TABLE>


                                       12
<PAGE>

<TABLE>
<S>                        <C>                                         <C>
             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)

             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          2000 Stock Option and Incentive Plan        Filed as an Appendix to the Company's
                                                                       preliminary proxy materials, File No. 1-15070
                                                                       (filed 9/29/00)
</TABLE>


                                       13
<PAGE>


<TABLE>
<S>                        <C>                                         <C>
             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)

             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)
</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

      On March 19, 2002, the Company filed a Current Report on Form 8-K with the
      Securities and Exchange Commission. This Current Report on Form 8-K, filed
      under Item 5 of that form, other events.


                                       14
<PAGE>


             SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           RegeneRx Biopharmaceuticals, Inc.
                                           ---------------------------------
                                                        (Registrant)


Date:  May 15, 2002                        /s/ J.J. Finkelstein
                                           -------------------------------------
                                           J.J. Finkelstein
                                           President and Chief Executive Officer
                                           (Principal Executive Officer and
                                           Principal Financial Officer)


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