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:  November 13, 2003
                                               /s/ J.J. Finkelstein
                                              ----------------------------
                                               J.J. Finkelstein
                                               Chief Executive Officer and
                                               Principal Financial Officer


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