Sec Form 4/A Filing - CARNAHAN RAYMOND C JR @ CYTRX CORP - 2003-10-10

FORM 4/A 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 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

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1. Name and Address of Reporting Person CARNAHAN RAYMOND C JR 2. Issuer Name and Ticker or Trading Symbol CYTRX CORP [ CYTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director until 10-10-2003 (Last) (First) (Middle) TWO TIFFANY RD. 3. Date of Earliest Transaction (MM/DD/YY) 10/10/2003 (Street) MORRISTOWN, NJ07960 4. If Amendment, Date Original Filed (MM/DD/YY) 10/17/2003 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 0.71 10/10/2003 J( 1 ) 6,667 10/10/2003 07/16/2012 Common Stock 6,667 ( 2 ) 10,000 D Stock Option (Right to Buy) $ 2.35 10/10/2003 A 10,000 10/10/2003 10/09/2013 Common Stock 10,000 ( 3 ) 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARNAHAN RAYMOND C JR TWO TIFFANY RD. MORRISTOWN, NJ07960 Director until 10-10-2003 Signatures /s/ Raymond C. Carnahan, Jr. 10/17/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reporting Person received a stock option to purchase 10,000 shares of Issuer's common stock on July 16, 2002 (the "2002 Option"). Of the shares originally granted in the 2002 Option, 6,667 were unvested as of 10-10-03. Upon Reporting Person's retirement from the Board of Directors of Issuer on 10-10-03, the vesting of all 6,667 shares of the 2002 Option was accelerated to be immediately exercisable. ( 2 )Grant of stock option to purchase Issuer's common stock at $.71 per share. ( 3 )Grant of stock option to purchase Issuer's common stock at $2.35 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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