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                                                                   EXHIBIT 99.1


                        SAFE HARBOR COMPLIANCE STATEMENT
                                      FOR
                           FORWARD-LOOKING STATEMENTS


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                        SAFE HARBOR COMPLIANCE STATEMENT
                                      FOR
                           FORWARD-LOOKING STATEMENTS

         CytRx Corporation ("CytRx") intends to qualify both its written and
oral forward-looking statements for protection under Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and any other similar safe harbor provisions.

         Generally, forward-looking statements include expressed expectations
of future events and the assumptions on which the expressed expectations are
based. All forward-looking statements include expressed expectations of future
events and the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on
various expectations and assumptions concerning future events and they are
subject to numerous known and unknown risks and uncertainties which could cause
actual events or results to differ materially from those projected. Due to
those uncertainties and risks, investors are urged not to place undue reliance
on written or oral forward-looking statements of CytRx. CytRx undertakes no
obligation to update or revise this Safe Harbor Compliance Statement for
Forward-Looking Statements to reflect future developments. In addition, CytRx
undertakes no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results over time.

         CytRx provides the following risk factor disclosure in connection with
its continuing effort to qualify its written and oral forward-looking
statements for the safe harbor protection of the Securities Act of 1933 and the
Securities Exchange Act of 1934 and any other similar safe harbor provisions.
Important factors currently known to management that could cause actual results
to differ materially from those in forward-looking statements include the
disclosures contained in the Annual Report on Form 10-K to which this statement
is appended as an exhibit and also include the following:

WE MAY NOT HAVE ADEQUATE FUNDS TO CONTINUE PRODUCT TESTING AND RESEARCH AND
DEVELOPMENT

         On December 31, 1999, we had approximately $3 million in cash and cash
equivalents and working capital of $664,000. During the first quarter of 2000
we reached agreement with certain of our trade creditors whereby $2.4 million
of aggregate indebtedness was cancelled in exchange for issuance of 937,592
shares of CytRx Common Stock and the granting of registration rights to such
creditors.

         We do not have adequate funds to conduct the required testing and data
collection necessary for the FDA to approve FLOCOR or any of our other products
We will have to either:

         1.       severely reduce or terminate testing and research and
                  development activities with respect to some or all of our
                  products; or


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         2.       obtain additional financing from third parties to fund the
                  required testing.

         Our reduction in, or termination of, testing and research and
development activities could have a material adverse impact on our business and
future results of operations. If we elect to attempt to obtain additional
financing, we may be unable to obtain funds from any third party or to obtain
such financing on terms that we believe are acceptable. Our inability to obtain
additional financing could have a material adverse effect on our business and
future results of operations. See "We Will Require Additional Financing."

WE HAVE NO SIGNIFICANT SOURCE OF REVENUE FROM OUR OPERATIONS

         We will require substantial funds to complete

         -        research and development activities,

         -        preclinical studies and testing activities, and

         -        required data collection and other activities required for
                  FDA review.

We currently have no significant source of operating revenue. Our inability to
generate revenues in amounts adequate to satisfy our operating needs may have a
material adverse effect on our business and may cause us to depend on raising
funds by borrowing from third parties or by entering into collaborative
relationships with third parties. See "We Will Require Additional Financing."

         Our total revenues for 1999 were approximately $1.9 million.
Approximately 49% of our 1999 revenues or $927,000 consisted of non-operating
revenue such as interest income and grants from government agencies.
Approximately 43% of our 1999 revenues or $823,000 was derived from selling our
services and products (mainly consisting of TiterMax).

         If the FDA does not approve the commercialization of FLOCOR or one of
our other pharmaceutical products, we may not be able to generate significant
revenues for an extended period of time, which would have a material adverse
effect on our business, financial condition and future results of operations.

WE HAVE OPERATED AT A LOSS FOR OVER FIVE YEARS AND WILL PROBABLY CONTINUE TO
OPERATE AT A LOSS FOR SOME TIME

         We have incurred significant net losses for each of the last five
years. Our inability to operate at a profit in the future could have a material
adverse effect on our business and financial condition. Since our inception, we
have primarily conducted research and development of our products. The costs of
our research and development and our lack of operating revenues has resulted in
our net losses. We will continue to


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incur substantial additional losses in the near future because we are
continuing to conduct research and development of our products while we
continue to fail to generate any significant revenues.

         We will probably incur losses until one or more of our products is
approved by the FDA and that product has achieved significant sustained
commercial sales. The activities required for the FDA review process of a new
pharmaceutical are extremely costly and usually take several years. See "We May
Incur Substantial Unanticipated Costs If We Have Significant Delays in the
Regulatory Approval of Our Products." Also, we may never obtain FDA approval of
any of our products currently under development.

WE WILL REQUIRE ADDITIONAL FINANCING

         We believe that we do not have enough funds (1) to complete the
required testing and data collections necessary to obtain regulatory approval
of FLOCOR or any of our other products currently under development or (2) to
manufacture, market, and distribute any of our products, if we obtain FDA
approval with respect to that product. The continuation of the Phase III
clinical trials and the requirement of additional trials for FLOCOR and the
related activities in preparation for its commercialization has greatly
increased our need for capital.

         We may have to raise additional funds through an equity or debt
offering, a third party loan, or a third party collaborative arrangement. We
may be unable to obtain any financing when we need it or on terms that we
believe to be acceptable. Our inability to raise the required additional
financing when we need it could have a material adverse effect on our business
and financial condition, and could result in the termination of our operations.

         If we are able to obtain financing when we require it, such financing
may be on terms which may result in dilution to our then-existing stockholders.

OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ NATIONAL MARKET

         On March 14, 2000 the we received correspondence from Nasdaq regarding
the Company's failure to satisfy certain quantitative criteria of the
maintenance standards for listing its Common Stock with the Nasdaq National
Market which provided the Company with ten business days to respond with its
plan to bring the Company back into compliance with such criteria. If we are
unable to satisfy such criteria or provide Nasdaq with an adequate plan to
return to compliance, Nasdaq may commence procedures to delist our Common Stock
from the Nasdaq National Market.

WE MAY BE UNABLE TO SUCCESSFULLY DEVELOP OR COMMERCIALIZE OUR PRODUCTS

         Our overall success substantially depends on our ability to
successfully develop and commercialize our products. Our inability to
successfully develop and


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commercialize our products could have a material adverse effect on our
business, financial condition and future results of operations.

         Our products are in various stages of development and significant
amounts of time and money will be required to develop and commercialize them.
Cost overruns caused by unanticipated regulatory delays or unexpected adverse
side effects could end or substantially delay our development efforts. We also
may be unable to obtain FDA approval of those products, if we are unable to
prove to the FDA that those products are safe and effective.

         In December 1999, the Company reported results from its Phase III
clinical study of FLOCOR for treatment of acute sickle cell crisis. The study
did not demonstrate statistical significance in the primary endpoint. In order
to collect adequate information to obtain FDA approval, we will need to conduct
additional studies, which we will not commence unless we are able to raise
additional funds.

         Even if we are able to obtain FDA approval of one or more of our
products, we may not have adequate financial or other resources, or the
expertise to successfully commercialize, market and distribute those products.
If we do not have adequate resources or the expertise to successfully
commercialize our products, we may rely on third parties to provide financial
or other resources to help us commercialize those products or we may have such
third parties market and distribute our products for us. In order to enter into
any such arrangements with a third party, we may have to give up some or all of
our rights to some of our products. Also, we may be unable to find a third
party willing to provide us with resources or to market and distribute our
products. Even if we find a willing third party, we may not be able to reach an
agreement on terms that we believe are acceptable. Our inability to
successfully commercialize our products, alone or with the assistance of third
parties, may have a material adverse effect on our business, financial
condition and future results of operations.

WE MAY INCUR SUBSTANTIAL UNANTICIPATED COSTS IF WE HAVE SIGNIFICANT DELAYS IN
THE REGULATORY APPROVAL OF OUR PRODUCTS

         Our products are subject to extensive regulation by federal, state and
local governments in the United States, including the FDA, and similar agencies
in other countries where we test and intend to market our current and future
products. Regulatory approval of a product can take several years and requires
the expenditure of substantial resources. If we experience significant delays
in the regulatory approval process of our products, we may incur substantial
unanticipated additional costs. Because we generate insignificant revenues from
operations and we have limited funds, if we incur substantial unanticipated
costs, we may have to seek additional financing earlier than we had
anticipated. At that time, we may be unable to obtain additional financing or
financing on terms that we believe are acceptable. Our inability to obtain
additional financing to complete the regulatory approval process could have a
material adverse effect on our business, financial condition and our ability to
continue to operate.


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         In December 1999, the Company reported results from its Phase III
clinical study of FLOCOR for treatment of acute sickle cell crisis. The study
did not demonstrate statistical significance in the primary endpoint. In order
to collect adequate information to obtain FDA approval, we will need to conduct
additional studies, which we will not commence unless we are able to raise
additional funds.

WE MAY BE UNABLE TO SUCCESSFULLY COMPETE AGAINST OTHER PHARMACEUTICAL AND
BIOTECHNOLOGY COMPANIES

         Our competitors mainly consist of pharmaceutical and biotechnology
companies. Many of those companies have advantages over us, including the
following:

         -        substantially greater financial resources and research and
                  development staffs,

         -        substantially superior facilities,

         -        more extensive experience regarding FDA and other regulatory
                  processes,

         -        greater manufacturing and marketing expertise, and

         -        alliances with major pharmaceutical companies that may afford
                  greater resources and other advantages.

If our competitors develop better products than us; or if they develop their
products and obtain regulatory approval faster than us; or if they more
successfully manufacture, market and distribute their products than us, then
that could have a material adverse effect on our business and future results of
operations.

WE MAY BE UNABLE TO ESTABLISH AND MAINTAIN NECESSARY RELATIONSHIPS WITH THIRD
PARTIES

         We may have to rely on third parties to enable us to offer our
products to a larger customer base than we could otherwise reach through direct
marketing efforts. Consequently, our success will depend in part on our ability
to enter into relationships with strategic partners and the performance of
those partners. We may be unable to find third parties willing to enter into a
relationship with us or to enter a relationship on terms that are acceptable to
us. Also, we may be unable to maintain any relationships once we have formed
them. Our inability to establish and maintain such third party relationships or
the unsuccessful performance of one or more of our strategic partners could
have a material adverse effect on our business, financial condition and future
results of operations. If we are unable to establish and maintain third party
relationships, or if such third parties are unsuccessful, we may have to
establish our own marketing and distribution channels for our products. We may
not have the available financial or other resources at such time to establish
our own marketing or distribution channels. Our inability to develop our own
marketing and distribution channels in such case could have


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a material adverse effect on our business and financial condition, and could
result in the termination of our operations.

WE DEPEND ON CERTAIN SUPPLIERS FOR AN ADEQUATE SUPPLY OF MATERIALS

         We require three suppliers of materials or services to manufacture
FLOCOR. These consist of a supplier of the raw drug substance, a supplier of
the purified drug which is refined from the raw drug and a manufacturer who can
formulate and sterile fill the purified drug substance into the finished drug
product. Our inability to maintain relationships with those suppliers could
result in (1) lengthy delays in the FDA and other regulatory agencies approval
processes, causing us to incur substantial unanticipated costs or (2) our
inability to produce, market and distribute our product. Such delays or
inability could have a material adverse effect on our business, financial
condition and future results of operation.

         We have not entered into an agreement with any supplier for the raw
drug substance because we believe that it is widely available.

         In August 1999, we entered into a long-term commercial supply contract
with Organichem Corp. of Rensselaer, New York to obtain the purified drug
substance. We have also entered into an agreement with the Hospital Products
Division of Abbott Laboratories for the manufacture of our finished drug
product. Our inability to maintain such relationships on terms acceptable to us
or to replace such suppliers if they fail to adequately perform could have a
material adverse effect on our business, financial condition and future results
of operations.

WE DEPEND ON CERTAIN MEMBERS OF MANAGEMENT FOR FUTURE SUCCESS

         We depend to a significant extent on the members of the management
staff, particularly Jack J. Luchese, for our future success. We may be unable
to retain his services or the services of such members of management, or to
replace them with qualified skilled individuals. Our loss of the services of
Mr. Luchese or any of the other members of management could have a material
adverse effect on our business and future results of operations. We have an
employment agreement with Mr. Luchese, however, we would be unable to prevent
him from terminating his employment with us. Also, we carry no key man life
insurance on the life of Mr. Luchese or any other member of the management
team.

WE MAY INCUR SUBSTANTIAL COSTS AND LIABILITY FROM PRODUCT LIABILITY CLAIMS

         We may be exposed to claims for personal injury resulting from
allegedly defective products. Even if the commercialization of one or more of
our products is approved by the FDA, users may claim that such product caused
unintended adverse effects. We currently carry product liability insurance
covering the use of our products in human clinical trials and may extend that
coverage to third parties who collaborate with us on the development of our
products. However, if a claim is successfully asserted


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against us and the amount of such claims exceeds our policy limits or is not
covered by our policy, such successful claim may have a material adverse effect
on our business.

         Even if claims asserted against us are unsuccessful, they may divert
management's attention from our operations and we may have to incur substantial
costs to defend such claims. If a significant number of claims are asserted
against us, regardless of whether they are successful, they may have a material
adverse effect on our operations and business.

WE DEPEND ON OUR PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS FOR OUR FUTURE
SUCCESS

         Our future success, if any, will depend in a substantial part, on our
ability to protect our products by obtaining patents covering them in the
United States and other countries. If we are unable to obtain patents covering
our products, other companies may develop, manufacture, market and distribute
products similar to or the same as our products. Our inability to obtain
patents in each country in which we intend to market our products or our
inability to successfully challenge third party infringement of our patent
claims could have a material adverse effect on our business and future results
of operations.

         Third parties may challenge the validity of our patents through
challenges filed with the United States Patent and Trademark Office and its
foreign equivalents or through lawsuits. Third parties may also claim that our
products infringe their rights under their patents. If a third party
successfully asserts an infringement claim against us, we may be prevented from
practicing the subject matter claimed in such third party's patents or we could
be required to obtain licenses or redesign our products to avoid infringement.
If any of our patents are successfully challenged, or any of our products are
determined to infringe on the rights of others, we may incur substantial
additional costs which may have a material adverse effect on our business,
financial condition and future results of operations.

         In addition, we depend on our trade secrets, proprietary know-how and
continuing technological innovation, which we seek to protect with
confidentiality agreements with our employees, consultants and collaborators.
However, we may be unable to prevent an employee, consultant or collaborator
from disclosing trade secrets, know-how or other information. If we are unable
to prevent such disclosure, we may have a cause of action against the
disclosing party for only monetary damages, which may not be an adequate remedy
compared to the harm we may have suffered from the disclosure. Our inability to
adequately protect our proprietary information and trade secrets could have a
material adverse effect on our business, financial condition and future results
of operations.

WE MAY BE UNABLE TO SUCCESSFULLY MARKET OUR PRODUCTS IF THEIR COSTS ARE NOT
ADEQUATELY REIMBURSED BY GOVERNMENT AND THIRD PARTY PAYORS


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         The success of each of our products will depend in part upon the
extent to which a consumer will be able to obtain reimbursement for the cost of
such product from government health administration authorities, private health
insurers and other organizations. We are uncertain as to the reimbursement
status of any of our products that we are currently developing. Government and
other third party payors are increasingly attempting to decrease health care
costs by refusing to provide coverage for products that have not been approved
by the FDA, and by limiting the coverage and reimbursement levels for new
products approved by the FDA. If the government and other third party payors do
not adequately cover our products, the market may not accept our products. The
lack of market acceptance could have a material adverse effect on our business,
financial condition and future results of operations. We have initiated
discussions with consultants and other advisors who will help us to develop a
strategy for seeking adequate reimbursement from the government and other third
party payors for FLOCOR. However, we will be unable to finalize our strategy
until we have obtained all of the required regulatory approvals for FLOCOR and
established its market price.

GOVERNMENT PRICING REGULATION MAY REDUCE OUR FUTURE REVENUES AND PROFITABILITY

         Our future revenues and profitability may be affected by the
continuing efforts of governments to decrease or contain the costs of health
care through the regulation of the pricing and profitability of pharmaceutical
products. We are unable to predict whether any federal, state, local or foreign
governments will adopt such regulations. However, if such regulations are
adopted, they could have a material adverse effect on our business and future
results of operations.

WE MAY INCUR SUBSTANTIAL COSTS AND LIABILITY UNDER ENVIRONMENTAL AND HAZARDOUS
MATERIALS LAWS

         Our research and development activities involve the use of hazardous
materials, which are subject to federal, state and local laws regarding the
use, manufacture, storage, handling and disposal of such materials. Although we
believe that we comply with applicable environmental laws and regulations, we
are unable to completely eliminate the risk of accidental contamination or
injury from our hazardous materials and other waste products. If an accident or
injury were to occur, we could be liable for any damages that result and any
such liability could exceed our resources, which could have a material adverse
effect on our business.

         In addition, we may have to incur substantial costs to comply with
environmental laws and regulations in the future which could also have a
material adverse effect on our business and future results of operations.

WE MAY EXPERIENCE VOLATILITY IN OUR STOCK PRICE

         The market price of our common stock may experience significant
volatility from time to time. Such volatility may be affected by factors such
as:


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         -        our quarterly operating results;

         -        announcements of regulatory developments, technological
                  innovations or new therapeutic products;

         -        developments in patent or other proprietary rights; and

         -        public concern regarding the safety of our products.

Other factors which may affect our stock price is general changes in the
economy, financial markets or the pharmaceutical or biotechnology industries.

OUR ANTI-TAKEOVER PROVISIONS MAY LIMIT STOCKHOLDER VALUE

         We have provisions in our bylaws and in our shareholder protection
rights agreement that may discourage or prevent a person or group from
acquiring us without our board of directors' approval. The intent of these
provisions is to protect shareholders' interests by encouraging anyone seeking
control of the Company to negotiate with the Board of Directors.

         The following is a description of these provisions which may reduce
the market value of our shares of common stock.

         We have a classified board of directors, which requires that at least
two stockholder meetings, instead of one, will be required to effect a change
in the majority control of our board of directors. This provision applies to
every election of directors, not just an election occurring after a change in
control. The classification of our board increases the amount of time it takes
to change majority control of our board of directors and may cause our
potential purchasers to lose interest in the potential purchase of us,
regardless of whether our purchase would be beneficial to us and our
stockholders.

         Our bylaws provide that directors may only be removed for cause by the
affirmative vote of the holders of at least a majority of the outstanding
shares of our capital stock then entitled to vote at an election of directors.
This provision prevents stockholders from removing any incumbent director
without cause.

         Our bylaws also provide that a stockholder must give us at least 120
days notice of a proposal or director nomination that such stockholder desires
to present at any annual meeting or special meeting of stockholders. Such
provision prevents a stockholder from making a proposal or director nomination
at a stockholder meeting without us having advance notice of that proposal or
director nomination. This could make a change in control more difficult by
providing our directors with more time to prepare an opposition to a proposed
change in control.


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         Under our shareholder protection rights agreement, on May 15, 1997, we
distributed one preferred stock purchase right for each then-outstanding share
of our common stock. Each right entitles registered holders to purchase one
ten-thousandth of a share of our Series A Junior Participating Preferred Stock
at an initial purchase price of $30 per share, subject to adjustment. Our
preferred stock purchase rights are exercisable only if a person or group (1)
announces that they have acquired beneficial ownership of 15% or more of our
common stock, or (2) commences a tender offer for 15% or more of our common
stock. If a person or group announces that they had acquired 15% or more of our
common stock, or commences a tender offer for 15% or more of our common stock,
then, after ten days, each right not owned by the person or group which
acquired 15% or more of our common stock or who commenced a tender offer for
15% or more of our stock entitles its holder to purchase at the purchase price
the number of shares of common stock having a market value equal to twice the
purchase price. We may exchange or terminate the preferred stock purchase
rights at any time before they become exercisable.

         The preferred stock purchase rights will cause substantial dilution to
a person or group that attempts to acquire us on terms not approved by our
board of directors, which encourages persons who seek to acquire us to initiate
such an acquisition through negotiations with our board of directors. This
could discourage any potential acquiror of us and could result in the lower
prices of our common stock than may occur during a hostile acquisition attempt.


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