FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * KRIEGSMAN STEVEN A   2. Issuer Name and Ticker or Trading Symbol CYTRX CORP [CYTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 11726 SAN VICENTE BLVD, #650 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2009 (Street) LOS ANGELES, CA 90049 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$ 2.47	07/01/2009		D(1)			250,000	(1)	06/20/2013	Common Stock	250,000	(1)	0	D
Stock Option (right to buy)	$ 1.15	07/01/2009		A(1)		250,000		(1)	06/20/2013	Common Stock	250,000	(1)	250,000	D
Stock Option (right to buy)	$ 2.47	07/01/2009		D(1)			750,000	(1)	06/20/2013	Common Stock	750,000	(1)	0	D
Stock Option (right to buy)	$ 1.15	07/01/2009		A(1)		750,000		(1)	06/20/2013	Common Stock	750,000	(1)	750,000	D
Stock Option (right to buy)	$ 1.38	07/01/2009		D(2)			200,000	(2)	06/15/2016	Common Stock	200,000	(2)	0	D
Stock Option (right to buy)	$ 1.15	07/01/2009		A(2)		200,000		(2)	06/15/2016	Common Stock	200,000	(2)	200,000	D
Stock Option (right to buy)	$ 4.51	07/01/2009		D(3)			350,000	(3)	04/17/2017	Common Stock	350,000	(3)	0	D
Stock Option (right to buy)	$ 1.15	07/01/2009		A(3)		350,000		(3)	04/17/2017	Common Stock	350,000	(3)	350,000	D
Stock Option (right to buy)	$ 1.21	07/01/2009		D(4)			450,000	(4)	04/06/2018	Common Stock	450,000	(4)	0	D
Stock Option (right to buy)	$ 1.15	07/01/2009		A(4)		450,000		(4)	04/06/2018	Common Stock	450,000	(4)	450,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KRIEGSMAN STEVEN A 11726 SAN VICENTE BLVD, #650 LOS ANGELES, CA 90049	X		Chief Executive Officer

Signatures

Steven A. Kriegsman		07/06/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 20, 2003 and provided for vesting of one-third on July 15, 2004, one-third on July 15, 2005 and one-third on July 15, 2006. The replacement option provides vesting in full on December 31, 2009, provided Reporting Person remains in continuous employ of Issuer.
(2)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 16, 2006 and provided for equal monthly vesting over three years beginning July 16, 2006. The replacement option provides vesting in full on December 31, 2009, provided Reporting Person remains in continuous employ of Issuer.
(3)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 18, 2007 and provided for equal monthly vesting over three years beginning May 28, 2007. The replacement option provides vesting as to twenty-six months of the option on December 31, 2009, and the remaining shares to vest in ten monthly installments beginning January 28, 2010, provided Reporting Person remains in continuous employ of Issuer.
(4)	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 7, 2008 and provided for equal monthly vesting over three years beginning May 7, 2008. The replacement option provides vesting of fourteen months of the option on December 31, 2009 and the remaining shares to vest in twenty-two monthly installments beginning January 7, 2010, provided Reporting Person remains in continuous employ of Issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.