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)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 14d-14(f)) 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)           designed
such internal control over financing reporting or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
 
 (c)           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
 
 (d)           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, 2008
 
 /s/TaeHeumJeongTae Heum JeongChief
      Financial Officer