EXHIBIT 3.1


                           CERTIFICATE OF AMENDMENT
                                      TO
                     RESTATED CERTIFICATE OF INCORPORATION
                             OF CYTRX CORPORATION

         CytRx Corporation, a Delaware corporation (the "Company"), hereby
certifies that:


     1.  The following resolution has been unanimously adopted by the Company's
Board of Directors and has been approved by the holders of a majority of the
Company's outstanding common stock in accordance with the Delaware General
Corporation Law for the purpose of amending the Company's Restated Certificate
of Incorporation:

         RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended by deleting in its entirety the Fourth Article and by
replacing it with the following:

         "FOURTH:  The total number of shares of all classes of stock that the
corporation shall have the authority to issue is Fifty Million One Thousand
(50,001,000), of which Fifty Million (50,000,000) shall be common stock, par
value $.001 per share (the "Common Stock") and One Thousand (1,000) shall be
preferred stock, par value $.01 per share (the "Preferred Stock").

         The Board of Directors is hereby authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a Certificate pursuant to the applicable law of the
State of Delaware (hereinafter referred to as a "Preferred Stock Designation"),
to establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences, and rights of the
shares of each such series, and any qualifications, limitations or restrictions
thereof."

     2.  The above amendment was duly adopted by the Company in accordance with
the provisions of Section 242 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, CytRx Corporation has caused this Certificate of
Amendment to be signed by a duly authorized officer on this 17th day of July,
                                                            ----
2000.


                                    CytRx Corporation

                                    By: /s/ Mark W. Reynolds
                                        --------------------
                                    Name: Mark W. Reynolds
                                          ----------------
                                    Title: V.P. Finance & Corporate Secretary
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