UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2005

ENTREMED, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	0-20713	58-1959440
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

9640 Medical Center Drive
Rockville, Maryland

(Address of principal executive offices)

20850

(Zip Code)

(240) 864-2600

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

     On July 28, 2005, the date of EntreMed, Inc.’s (the “Company”) Annual Meeting of Stockholders, our non-employee Directors received their annual compensation for their service on the Company’s Board of Directors, as follows:

				Number of Shares of
		Number of Stock		Restricted Stock
Name	Position	Options Granted		Awarded(1)
Michael M. Tarnow	Chairman of the Board of Directors		30,000		8,064
Ronald Cape	Director		30,000		8,064
Donald S. Brooks	Director		30,000		8,064
Dwight L. Bush	Director, Chairman of the Nominating and Corporate Governance Committee		35,000		8,064
Jennie C. Hunter-Cevera	Director		30,000		8,064
Peter S. Knight	Director, Chairman of the Audit Committee		35,000		8,064
Mark C. M. Randall	Director, Chairman of the Compensation Committee		35,000		8,064

(1) Directors are awarded shares of restricted stock equal to $25,000 on the date of the award. Shares of restricted stock vest on the anniversary of the date of award.

     Our non-employee Directors are compensated for their service as Directors in accordance with the provisions of our previously-adopted compensation program for non-employee Directors. That program is described in the Company’s proxy statement for its 2005 annual meeting of stockholders as filed with the Securities and Exchange Commission on June 27, 2005. A summary description of the program is included as Exhibit 99.1 hereto.

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

     On July 28, 2005, the Company issued a press release reporting its financial results for the three- and six-month periods ending June 30, 2005. The press release is furnished as Exhibit 99.2 hereto.

2

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
99.1	Description of Compensation of Directors
99.2	Press Release dated July 28, 2005

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ENTREMED, INC.
 

/s/ Dane R. Saglio  

Dane R. Saglio 

Chief Financial Officer 

Date: August 2, 2005

4

EXHIBIT INDEX

Designation	Description
99.1	Description of Compensation of Directors
99.2	Press Release dated July 28, 2005

5