August 2, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:   RegeneRx Biopharmaceuticals, Inc.
Registration Statement on Form S-1 (File No. 333-212606)

Ladies and Gentlemen:

On behalf of RegeneRx Biopharmaceuticals, Inc., the undersigned respectfully requests that the above-referenced registration statement be declared effective at 5:00 p.m., Washington, D.C. time, on August 3, 2016, or as soon thereafter as is practicable.

On behalf of the Company, the undersigned hereby acknowledges the following:

1. Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3. The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

RegeneRx Biopharmaceuticals, Inc.

/s/ J.J. Finkelstein

J.J. Finkelstein

Chief Executive Officer