As filed with the Securities and Exchange Commission on March 15, 2005

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

CYTRX CORPORATION

11726 San Vicente Boulevard, Suite 650
Los Angeles, California 90049
(Address of principal executive offices, including zip code)

CytRx Corporation 2000 Long-Term Incentive Plan
(Full title of the plan)

Steven A. Kriegsman

Copy to:

CALCULATION OF REGISTRATION FEE

Table of Contents

Registration of Additional Securities

     CytRx Corporation (the “Company”) is filing this registration statement on Form S-8 pursuant to General Instruction E to Form S-8 to register 7,000,000 additional shares of the Company’s Common Stock, par value $.001 per share, authorized for issuance pursuant to outstanding options or future awards granted under the CytRx Corporation 2000 Long-Term Incentive Plan. The contents of the Company’s original registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 23, 2001 in connection with such plan (File No. 333-68200) and its subsequent registration statement on Form S-8 filed with the Commission on July 16, 2002 to register additional securities in connection with such plan (File No. 333-93305) are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents have been filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are incorporated in this Registration Statement by reference:

     In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all securities offered pursuant to this Registration Statement have been sold or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.

Item 5. Interest of Named Experts and Counsel.

     The validity of the shares being registered hereby has been passed upon by Troy & Gould Professional Corporation. As of the date of its opinion, that firm owned 100,000 shares of common stock of the Company and warrants to purchase 6,250 shares of common stock.

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Item 8. Exhibits.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, California, on this 15th day of March, 2005.

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints Steven A. Kriegsman such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign on such person’s behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission under the Securities Act, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming each act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX

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