8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 14, 2002

GUILFORD PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23736	52-1841960
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		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)

Exhibit Index is on page 4.

INFORMATION TO BE INCLUDED IN THE REPORT

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

                 (c)  Exhibits

99.1 Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

Item 9.     Regulation FD Disclosure.

     In connection with the Quarterly Report of Guilford Pharmaceuticals Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof, the Company filed with the Securities and Exchange Commission as correspondence, the certificate required under 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

     A copy of this certificate is attached hereto as Exhibit 99.1.

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.
Dated: November 14, 2002	By:/s/ Andrew R. Jordan Andrew R. Jordan Sr. Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer and Principal Accounting Officer)

INDEX TO EXHIBITS

Exhibit
Number	Exhibit Description	Page
99.1	Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)		5

EX-99.1 3 w65323exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

(This Written Statement shall not be deemed to be “filed” for the purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that section.)

     The undersigned, the Chief Executive Officer and the Chief Financial Officer of Guilford Pharmaceuticals Inc. (the “Company”), each hereby certifies that, to his/her knowledge on the date hereof:

(a)	the Form 10-Q of the Company for the Quarterly Period Ended September 30, 2002 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Craig R. Smith, M.D.
Craig R. Smith, M.D.
Chairman of the Board and
Chief Executive Officer
November 14, 2002

/s/ Andrew R. Jordan
Andrew R. Jordan
Senior Vice President and
Chief Financial Officer
November 14, 2002

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EX-99.1

exv99w1