Sec Form 4 Filing - Barber Jack R @ CYTRX CORP - 2009-07-01

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Barber Jack R 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 X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) 11726 SAN VICENTE BLVD., #653 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2009 (Street) LOS ANGELES, CA90049 4. If Amendment, Date Original Filed (MM/DD/YY) 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) $ 1.38 07/01/2009 D( 1 ) 100,000 ( 1 ) 06/15/2016 Common Stock 100,000 ( 1 ) 0 D Stock Option (right to buy) $ 1.15 07/01/2009 A( 1 ) 100,000 ( 1 ) 06/15/2016 Common Stock 100,000 ( 1 ) 100,000 D Stock Option (right to buy) $ 4.51 07/01/2009 D( 2 ) 200,000 ( 2 ) 04/17/2017 Common Stock 200,000 ( 2 ) 0 D Stock Option (right to buy) $ 1.15 07/01/2009 A( 2 ) 200,000 ( 2 ) 04/17/2017 Common Stock 200,000 ( 2 ) 200,000 D Stock Option (right to buy) $ 1.21 07/01/2009 D( 3 ) 100,000 ( 3 ) 04/06/2018 Common Stock 100,000 ( 3 ) 0 D Stock Option (right to buy) $ 1.15 07/01/2009 A( 3 ) 100,000 ( 3 ) 04/06/2018 Common Stock 100,000 ( 3 ) 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barber Jack R 11726 SAN VICENTE BLVD., #653 LOS ANGELES, CA90049 Chief Scientific Officer Signatures /s/ Jack R. Barber 07/02/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 16, 2006 and provided for equal monthly vesting over three years beginning July 16, 2006. The replacement option provides vesting in full on December 31, 2009, provided Reporting Person remains in continuous employ of Issuer. ( 2 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 18, 2007 and provided for equal monthly vesting over three years beginning May 28, 2007. The replacement option provides vesting as to twenty-six months of the option on December 31, 2009, and the remaining shares to vest monthly for ten months beginning January 28, 2010, provided Reporting Person remains in continuous employ of Issuer. ( 3 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 7, 2008 and provided for equal monthly vesting over three years beginning May 7, 2008. The replacement option provides vesting of fourteen months of the option on December 31, 2009 and the remaining shares to vest monthly for twenty-two months beginning January 7, 2010, provided Reporting Person remains in continuous employ of Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.