8-K

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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

                                October 16, 1996
                                 Date of Report
                       (Date of earliest event reported)

                         GUILFORD PHARMACEUTICALS INC.
             (Exact name of registrant as specified in its charter)


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


                             6611 TRIBUTARY STREET
                              BALTIMORE, MARYLAND
                    (Address of principal executive offices)

                                     21224
                                   (Zip Code)

                                 (410) 631-6300
              (Registrant's telephone number, including area code)
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ITEM 5.  OTHER EVENTS

         In connection with the declaration of a 3-for-2 split of the common
stock, par value $.01 per share, of Guilford Pharmaceuticals Inc. payable by
way of stock dividend, the Company is hereby filing a copy of the press release
issued on October 15, 1996 announcing the stock split.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (99)    Additional Exhibits

                 99.2     Press Release, issued October 15, 1996 announcing
                          3-for-2 split of common stock

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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 thereunto duly authorized.

                                      GUILFORD PHARMACEUTICALS INC.


Date:  October 16, 1996               By:  /s/  Andrew R. Jordan
                                           ---------------------------------
                                           Andrew R. Jordan
                                           Vice President, Chief Financial
                                           Officer and Treasurer





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EX-99.2

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                                  EXHIBIT 99.2

PRESS RELEASE, ISSUED OCTOBER 15, 1996 ANNOUNCING 3-FOR-2 SPLIT OF COMMON STOCK




FOR IMMEDIATE RELEASE        Contact:       Angela Webber
                                            Guilford Pharmaceuticals Inc.
                                            (410) 631-6449

                                            Brad Miles (media)
                                            Jonathan Fassberg (investor)
                                            Ted Klein & Company/The Trout Group
                                            (212) 477-9007


             GUILFORD PHARMACEUTICALS DECLARES 3-FOR-2 STOCK SPLIT

Baltimore, MD, October 15, 1996 -- The Board of Directors of Guilford
Pharmaceuticals Inc. (NASDAQ: GLFD) declared a 3-for-2 stock split payable by
way of a stock dividend.

Shareholders of record of the Company's common stock on October 28, 1996 will
receive one additional share of common stock for each two shares of Guilford
common stock held on November 12, 1996. Fractional shares will be rounded up to
the nearest whole share as part of the stock split. Following the stock split
Guilford will have outstanding approximately 14 million shares of common stock.

"Since founding the Company, we have been careful to limit the issuance of
stock in order to minimize dilution to our shareholders," said Craig R. Smith,
M.D., President and Chief Executive Officer. "With FDA marketing clearance last
month for our first product, GLIADEL(R) Wafer, we feel it would be in the best
interests of the Company and its stockholders to increase the number of common
shares outstanding in order to facilitate wider distribution of our stock,"
continued Dr. Smith.

Guilford Pharmaceuticals Inc. is a biopharmaceutical company engaged in the
development of polymer-based therapeutics for brain and other cancers, and
novel products for the diagnosis and treatment of neurological diseases,
including Parkinson's disease, Alzheimer's disease, stroke, head trauma, spinal
cord injuries, multiple sclerosis, peripheral neuropathies, and cocaine
addiction.

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