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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): August 10, 2004

Guilford Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-23736	52-1841960

(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	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)

Information to be Included in the Report

Item 5. Other Events.

Guilford Pharmaceuticals Inc. (“Guilford”) may issue up to an additional 1,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), pursuant to an Underwriting Agreement entered into on July 1, 2004 with UBS Securities LLC, CIBC World Markets Corp. and Citigroup, as representatives of the Underwriters named in Schedule A thereto. The offering of the Common Stock was made under Guilford’s shelf registration statement on Form S-3 (Registration No. 333-115684), including a related prospectus as supplemented by a Preliminary Prospectus Supplement dated June 21, 2004 and Prospectus Supplement which was filed on July 1, 2004 with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.

The opinion of counsel regarding the validity of the Common Stock issued pursuant to the offering is filed as Exhibit 5.1 hereto.

Item 7. Financial Statements and Exhibits.

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

5.1 Opinion of Hogan & Hartson L.L.P. regarding the validity of the securities issued.

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: August 10, 2004		By: /s/ Asher M. Rubin

		Asher M. Rubin
		Vice President, General Counsel
		and Secretary