(Check One): ý Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR

For Period Ended: December 31, 2006
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended: __________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:

PART I — REGISTRANT INFORMATION

CytRx Corporation
Full Name of Registrant

___________________________
Former Name if Applicable

11776 San Vicente Boulevard, Suite 650
Address of Principal Executive Office (Street and Number)

Los Angeles, California 90049
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

ý		(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
ý		(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
o		(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, and restatement of the audited financial statements could not be filed within the prescribed time period.

Fiscal year 2006 is the first year during which CytRx Corporation (the “Company”) is required to meet the testing and reporting requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002. The Company has not yet completed the work necessary to meet its testing and reporting requirements under Section 404; additionally, the delays experienced by the Company in completing its Section 404 work has reduced the availability of its internal resources to complete its year-end financial statement reporting for its Annual Report on Form 10-K. The Company has increased the internal resources available to assist in completing its Section 404 and financial reporting procedures and is working diligently to file its Form 10-K.

PART IV— OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Matthew Natalizio		310		526-5648, Ext. 302
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ý Yes ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ¨Yes ý No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

CytRx Corporation
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.