SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 20, 2004

                                CytRx Corporation
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

        000-15327                                       58-1642750
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(Commission File Number)                    (I.R.S. Employer Identification No.)

11726 San Vicente Blvd., Suite 650, Los Angeles, CA                     90049
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      (Address of Principal Executive Offices)                       (Zip Code)


                                 (310) 826-5648
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               Registrant's Telephone Number, Including Area Code


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          (Former Name or Former Address, if Changed Since Last Report)




Item 4.  Changes in Registrant's Certifying Accountant.

The  Audit  Committee  of the  Board  of  Directors  of CytRx  Corporation  (the
"Company")  dismissed  Ernst & Young LLP  ("E&Y") as the  Company's  independent
auditors  effective as of January 20, 2004.  The reports of E&Y on the Company's
financial  statements  for the two most recent  fiscal years audited by E&Y (the
fiscal years ended  December 31, 2001 and December 31, 2002) did not contain any
adverse  opinion or  disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company's financial  statements for each of
the two fiscal years ended  December 31, 2001 and December 31, 2002,  and in the
subsequent  interim period through January 20, 2004, there were no disagreements
with  E&Y on any  matters  of  accounting  principles  or  practices,  financial
statement  disclosure or auditing scope and procedures  that, if not resolved to
the  satisfaction  of E&Y, would have caused E&Y to make reference to the matter
in their report.  The Company has requested E&Y to furnish it a letter addressed
to the Securities  and Exchange  Commission  stating  whether it agrees with the
statements  contained in this Item 4. A copy of that letter,  dated  January 26,
2004,  confirming E&Y's agreement with those statements,  is filed as Exhibit 16
to this Form 8-K.


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Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)      The  following  exhibits  are  filed  as part of this  Current
                  Report on Form 8-K:


Exhibit No.       Description
-----------       -----------

 16               Letter of Ernst & Young  LLP to the  Securities  and  Exchange
                  Commission dated January 26, 2004.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                         CYTRX CORPORATION
                                                         (Registrant)


Date:  January 26, 2004
                                          By:  /s/ Steven A. Kriegsman
                                               ---------------------------------
                                               Name:     Steven A. Kriegsman
                                               Title:    Chief Executive Officer


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                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

16                Letter of Ernst & Young  LLP to the  Securities  and  Exchange
                  Commission dated January 26, 2004.