EXHIBIT 31
**CERTIFICATION**
     I, Steven A. Kriegsman, Chief Executive Officer of CytRx Corporation,certify that:
     1.       I have reviewed this annual report on Form 10-K for the fiscal yearended December 31, 2003 of CytRx Corporation;
     2.       Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the periods covered by this annualreport;
     3.       Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report;
     4.       The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
               (a)       Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared;
               (b)       Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this annual report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiods covered by this annual report based on such evaluation; and
               (c)       Disclosed in this annual report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and
     5.       The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):
               (a)       All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and
               (b)       Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.        Date: May 13, 2004/s/ STEVEN A. KRIEGSMAN  Steven A. Kriegsman   Chief Executive Officer  
 

 
     
**CERTIFICATION**
     I, C. Kirk Peacock, Chief Financial Officer of CytRx Corporation, certifythat:
     1.       I have reviewed this annual report on Form 10-K for the fiscal yearended December 31, 2003 of CytRx Corporation;
     2.       Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the periods covered by this annualreport;
     3.       Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this annual report;
     4.       The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
               (a)       Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared;
               (b)       Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this annual report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiods covered by this annual report based on such evaluation; and
               (c)       Disclosed in this annual report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and
     5.       The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):
               (a)       All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and
               (b)       Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.        Date: May 13, 2004/s/ C. KIRK PEACOCK  C. Kirk Peacock   Chief Financial Officer