exv32w2

Exhibit 32.02

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)

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

(a) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2004 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/ WILLIAM F. SPENGLER


		William F. Spengler
		Chief Financial Officer
		November 8, 2004

(a)		the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2004 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.