UNITED STATES
                                   SECURITIES AND EXCHANGE COMMISSION
                                                WASHINGTON, D.C. 20549


     DI VISION OF
CORPORATI ON FI NANCE


                                                                July 13, 2020

  By E-Mail

  Jerald A. Hammann
  1566 Sumter Ave. N.
  Minneapolis, MN 55427

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

  Dear Mr. Hammann:

        We have reviewed your filing and have the following comments. In some
of our comments,
  we may ask you to provide us with information so we may better understand
your disclosure.

          Please respond to this letter by amending your filing, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to your facts and circumstances or do not believe
an amendment is
  appropriate, please tell us why in your response.

         After reviewing any amendment to your filing and the information you
provide in
  response to these comments, we may have additional comments.

  Revised Preliminary Proxy Statement

  1.       Please include the disclosure required by Rule 14a-5(e)(3) in an
appropriate location in
           your proxy statement.

  Reasons for the Solicitation, page 6

  2.       Please revise to disclose the reason you suspect Mr. Curtis received
a grant of options to
           purchase 350,000 shares of common stock.

  3.       With a view toward revised disclosure, please tell us why you raise
the possibility of Mr.
           Curtis resignation and your request for the company   s records
being related events.

  4.       With a view toward revised disclosure, please tell us why you
believe the    choice and
           appointment of an independent registered public accounting firm can
be a highly
           consequential decision to shareholders because the duty of the
appointed firm is not to
           serve a company's management, but instead to serve the public
interest and honor the
 Jerald A. Hammann
July 13, 2020
Page 2

       public trust.    Also, explain the basis for your statement that the
accounting firm retained
       by a company is    not to serve a company's management, but instead to
serve the public
       interest and honor the public trust.

Proposal 1. Election of Directors, page 10

5.     Please confirm that you have disclosed your business experience during
the past five
       years. As disclosed, it is unclear what your current employment you hold
or business
       activity you conduct. See Item 7(b) of Schedule 14A. In addition,
briefly discuss the
       specific experience, qualifications, attributes or skills that led you
to the conclusion that
       you serve as a director for the company at the time that the disclosure
is made, in light of
       the company   s business and structure.

6.     We note your disclosure on page 10 that you may introduce substitute or
additional
       nominees. Advise us, with a view towards revised disclosure, whether the
participant is
       required to identify or nominate such substitute nominees in order to
comply with any
       applicable company advance notice bylaw. In addition, please confirm for
us that should
       you lawfully identify or nominate substitute nominees before the
meeting, you will file an
       amended proxy statement that (1) identifies the substitute nominees, (2)
discloses
       whether such nominees have consented to being named in the revised proxy
statement
       and to serve if elected and (3) includes the disclosure required by
Items 5(b) and 7 of
       Schedule 14A with respect to such nominees.

Voting and Proxy Procedures     Votes Required for Approval, page 14

7.     Please revise your disclosure to describe the effect of broker non-votes
on Proposal 2.

Solicitation of Proxies, page 15

8.     Please revise your disclosure to state whether you will seek
reimbursement of your
       expenses from the company and whether you will submit such matter to a
shareholder
       vote. See Item 4(b)(5) of Schedule 14A.

Other Matter and Additional Information, page 17

9.     Please revise your disclosure to comply with the provisions of Item 23
of Schedule 14A.

Form of Proxy Card

10.    It appears that security holders who intend to vote for the company   s
Class I nominee
       would be unable to do so on your proxy card. Please revise the proxy
card and your
       disclosure in the proxy statement to comply with the provisions of Rule
14a-4(d)(1).

11.    Revise your form of proxy card to indicate how you intend to vote any
unmarked proxy
       cards as to proposals two and three.
 Jerald A. Hammann
July 13, 2020
Page 3


         We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to me at (202) 551-3619.

                                                              Sincerely,

                                                              /s/ Daniel F.
Duchovny
                                                              Daniel F.
Duchovny
                                                              Special Counsel
                                                              Office of Mergers
and Acquisitions