CERTIFICATE OF AMENDMENT
RESTATED CERTIFICATE OF INCORPORATION
OF CYTRX CORPORATION
CytRx Corporation, a Delaware corporation (the "Company"), hereby certifies that:
1. The following resolution has been unanimously adopted by the Company's Board of Directors and has been
approved by the holders of a majority of the Company's outstanding common stock in accordance with the
Delaware General Corporation Law for the purpose of amending the Company's Restated Certificate of
RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by deleting in its
entirety the Fourth Article and by replacing it with the following:
"FOURTH: The total number of shares of all classes of stock that the corporation shall have the authority to issue
is One Hundred and Five Million (105,000,000), of which One Hundred Million (100,000,000) shall be
common stock, par value $.001 per share (the "Common Stock"), and Five Million (5,000,000) shall be
preferred stock, par value $.01 per share (the "Preferred Stock").
The Board of Directors is hereby authorized, subject to any limitations prescribed by law, to provide for the
issuance of the shares of Preferred Stock in series, and by filing a Certificate pursuant to the applicable law of the
State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the
number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights
of the shares of each such series, any qualifications, limitations or restrictions thereof."
2. The above amendment was duly adopted by the Company in accordance with the provisions of Section 242
of the Delaware General Corporation Law.
IN WITNESS WHEREOF, CytRx Corporation has caused this Certificate of Amendment to be signed by a
duly authorized officer of this 16th day of October, 2003
By: /s/ Steven A. Kriegsman