**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:
      April 2, 2007




/s/
                Tae Heum JeongTae
                Heum JeongChief
                Financial Officer