July 27, 2020

U.S. Securities and Exchange Commission				Via EDGAR
Division of Corporation Finance
Washington, D.C. 20549
Attn: Daniel F. Duchovny




  Re:
CytRx Corporation
Preliminary Proxy Statement
Filed July 2, 2020, amended July 6, 2020 & July 27, 2020, by
Jerald A. Hammann
File No. 000-15327

Ladies and Gentlemen:

Set forth below are the responses of Jerald Hammann ('I', 'my', and 'Hammann')
to the comments regarding the above-referenced filing contained in the letter
from the staff (the 'Staff') of the Division of Corporation Finance of the
U.S. Securities and Exchange Commission (the 'Commission') dated July 22, 2020.
For your convenience, the comments of the Staff are reproduced in bold font
below and are followed in each case by my response.

Revised Preliminary Proxy Statement



1.
In future filings, please ensure that you file a redline of your proxy
statement on Edgar and that you tag your correspondence as
'CORRESP.'

Response: I will attempt to do so. In the prior filing, attempts to tag
my correspondence as 'CORRESP' failed the validation checks necessary
for successful submission.


Proposal 1. Election of Directors, page 10

2.
As currently presented, security holders will not be able to vote
for the company's Class I nominee. Please revise this section and
your form of proxy card to highlight to security holders that they
will be disenfranchised with respect to one board seat if they
return your proxy card.

Response: Done.




Form of Proxy Card

3.
Revise your form of proxy card to indicate how you intend to vote any
unmarked proxy cards as to proposal three: please state whether you
intend to vote such shares for or against the proposal.

Response: Done. As a result of modification by the Company to its
proposed proxy statement, please note that proposal three is now
proposal two.


**********

I thank you for your consideration of my responses. If you have any
questions or would like to discuss any of the information covered
in this letter, please contact me at (612) 290-7282.


Sincerely,



/s/ Jerald Hammann

Jerald Hammann
CytRx Shareholder
(612) 290-7282