**Exhibit
      31.2**




**CERTIFICATION**




I,
      Tae
      Heum Jeong, Chief Financial Officer of Rexahn Pharmaceuticals, Inc. certify
      that:




1.
            I
                have reviewed this annual report on Form 10-KSB of Rexahn Pharmaceuticals,
                Inc.;




2.
            Based
                on my knowledge, this annual 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
                annual report;




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




4.
            The
                small business issuer's other certifying officer 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)) for the small
                business issuer and have:




(a)  
      designed such disclosure controls and procedures, or caused such disclosure
      controls or 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 annual report is being
      prepared;




(b)  
      evaluated the effectiveness of the small business issuer's disclosure controls
      and procedures and presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this annual report based on such evaluation; and




(c)  
      disclosed in this annual 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 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.




Dated:
                March 31, 2006/s/
                Tae Heum JeongTae
                Heum JeongChief
                Financial Officer