SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

Commission file number 000-23736

GUILFORD PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	52-1841960 (IRS Employer Identification No.)
6611 Tributary Street Baltimore, Maryland (Address of principal executive offices)	21224 (Zip Code)

410-631-6300

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ    No o

     Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding November 5, 2004
Common Stock, $.01 par value	44,443,457

EXPLANATORY NOTE

          We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 to amend Item 6 to reflect the filing of the revised Exhibit 10.42 with this report to disclose additional portions of this exhibit that we previously had redacted.

          Except as noted herein, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 remains as originally filed with the Securities and Exchange Commission on August 9, 2004.

Item 6. Exhibits and Reports on Form 8-K:

A. Exhibits

Exhibit No.	Description
3.01D	Certificate of Amendment of Amended and Restated Articles of Incorporation, as Amended (previously filed as an exhibit to the Company’s Form 8-K filed on May 20, 2004).
10.41	Employment Agreement, dated June 17, 2004, between the Company and William F. Spengler.+
10.42	Manufacturing and Supply Agreement, dated July 1, 2004, between the Company and Baxter Healthcare Corporation (filed herewith).*
10.43	Purchase Option Agreement, dated June 17, 2004, by and among Guilford Pharmaceuticals Inc., SNDC Holdings LLC and Symphony Neuro Development Company (previously filed as an exhibit to the Company’s Form 8-K filed on June 21, 2004).
10.44	Novated and Restated Technology License Agreement, dated June 17, 2004, between GPI NIL Holdings, Inc., Guilford Pharmaceuticals Inc., Symphony Neuro Development Company and SNDC Holdings LLC (previously filed as an exhibit to the Company’s Form 8-K/A filed on November 24, 2004).*
31.01	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.02	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.01	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+
32.02	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+

+	Previously filed as an exhibit to this Form 10-Q.
*	Confidential treatment was granted for certain portions of this agreement. These confidential portions have been omitted and were filed separately with the Commission.

B. Reports on Form 8-K

          On May 5, 2004, the Company filed a current report on Form 8-K, the purpose of which was to announce the resignation of Andrew R. Jordan, Executive Vice President, Finance and Administrative and Chief Financial Officer reporting under Item 5.

          On May 20, 2004, the Company filed a current report on Form 8-K, the purpose of which was to reflect an amendment to the Amended and Restated Articles of Incorporation, increasing the authorized capital of the Company to 130 million shares reporting under Items 5 and 7.

          On June 18, 2004, the Company filed a current report on Form 8-K, the purpose of which was to announce the licensing of U.S. rights to GPI 1485 to Symphony Neuro Development Company reporting under Items 5 and 7.

          On June 21, 2004, the Company filed a current report on Form 8-K, the purpose of which was to disclose a presentation regarding the transaction between the Company and Symphony Neuro Development Company reporting under Item 5 and 7.

          On June 21, 2004, the Company filed a current report on Form 8-K, the purpose of which was to disclose information provided in a prospectus supplement filed on June 21, 2004 in connection with a proposed public offering of the Company’s common stock reporting under Items 5 and 7.

          On June 28, 2004, the Company filed a current report on Form 8-K, the purpose of which was to announce the appointment of William F. Spengler as Executive Vice President and Chief Financial Officer reporting under Item 5.

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 thereunto duly authorized.

	GUILFORD PHARMACEUTICALS INC.
	/s/ Craig R. Smith, M.D.
	Craig R. Smith, M.D.
	Chairman of the Board and Chief Executive Officer
Date: November 24, 2004
	/s/ William F. Spengler
	William F. Spengler
	Executive Vice President and Chief Financial Officer
Date: November 24, 2004