Exhibit 3.5


                            CERTIFICATE OF AMENDMENT
                                       TO
                      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 Incorporation:

               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


                                            CytRx Corporation



                                            By:  /s/ Steven A. Kriegsman
                                                 -------------------------------
                                            Name:  Steven A. Kriegsman
                                            Title: Chief Executive Officer