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.

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