8-K

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): December 11, 2000

Guilford Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23736	52-1841960
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

6611 Tributary Street, Baltimore, Maryland	21224
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 631-6300

(Former name or former address, if changed since last report)

GUILFORD PHARMACEUTICALS INC.

Item 5.         Other Events.

      In connection with the sale of 150,000 shares of its common stock, registered on Form S-3 (No. 333-50210), Guilford Pharmaceuticals Inc. engaged Ladenburg Thalmann & Co., Inc. as placement agent. A copy of the letter agreement between Guilford and Ladenburg Thalmann is filed as an Exhibit to this report.

Item  7.       Financial Statements,Pro Forma Financial Information and Exhibits

            (c)     Exhibits.

   The following are filed as exhibits to this current report on Form 8-K:

   1.1       Placement Agent Letter Agreement dated December 11, 2000.

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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.

	Guilford Pharmaceuticals Inc.
Date: December 14, 2000	By:    /s/ CRAIG R. SMITH
	Craig R. Smith, M.D.         Chairman of the Board, President         and Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit
Number
1.1	Placement Agent Letter Agreement dated December 11, 2000.

-4- EX-1.1 2 w43521ex1-1.htm PLACEMENT AGENT LETTER AGREEMENT

EXHIBIT 1.1

Guilford Pharmaceuticals Inc.
611 Tributary Street
Baltimore, Maryland 21224

December 11, 2000

Ladenburg Thalmann & Co. Inc.
590 Madison Avenue
New York, New York 10022

Ladies and Gentlemen:

We have discussed your introducing us to a party who has expressed an interest in purchasing 150,000 shares of our common stock under our shelf registration statement at the purchase price of $20 per share.

If any such purchaser delivers to us on or before December 12, 2000 a signed stock purchase agreement substantially in the form we have forwarded to you, committing to purchase 150,000 shares of our common stock under our shelf registration at $20 per share, we will pay you a placement fee of $37,500 upon the closing of any such transaction. You agree that we will have no further obligation to pay you in connection with said transaction.

You agree to deliver a copy of the prospectus with respect to this offering, which has previously been delivered to you, to the purchaser prior to or simultaneously with the stock purchase agreement.

This letter agreement is limited to this transaction, and any other transactions between us will be subject to other written agreements.

Sincerely,

GUILFORD PHARMACEUTICALS INC.

By: /s/ ANDREW R. JORDAN
————————————————————
Name: Andrew R. Jordan
Title: Senior Vice President & Chief Financial Officer

Ladenburg Thalmann & Co. Inc.
December 11, 2000
Page 2

ACCEPTED AND AGREED TO
AS OF THIS 11 DAY OF DECEMBER 2000

LADENBURG THALMANN & CO. INC.

By: /s/ JOSEPH A. SMITH
——————————————
Name: Joseph A. Smith
Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

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