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 30, 2004


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



                                    Delaware
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                 (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
"Registrant") engaged  PricewaterhouseCoopers LLP ("PwC") as its new independent
accountants  as of January  30,  2004.  PwC will audit the  Company's  financial
statements for the fiscal year ended December 31, 2003.

During  the  years  ended  December  31,  2002  and  December  31,  2001 and the
subsequent  period  through the date of this report,  neither the Registrant nor
anyone on its behalf has consulted with PwC regarding either (i) the application
of  accounting  principles  to a  specified  transaction,  either  completed  or
proposed;  or  the  type  of  audit  opinion  that  might  be  rendered  on  the
Registrant's  financial statements,  and either a written report was provided to
the  Registrant  or oral advice was provided that PwC concluded was an important
factor considered by the Registrant in reaching a decision as to the accounting,
auditing or financial  reporting  issue;  or (ii) any matter that was either the
subject of a  disagreement,  as that term is defined  in Item  304(a)(1)(iv)  of
Regulation S-K and the related  instructions  thereof, or a reportable event, as
that term is defined in Item 304(a)(1)(v) of Regulation S-K.





                                   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 30, 2004
                                By: /s/ Steven A. Kriegsman
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                                    Name: Steven A. Kriegsman
                                    Title: Chief Executive Officer