SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RUBIN ASHER M

(Last)

(First)

(Middle)

C/O GUILFORD PHARMACEUTICALS

6611 TRIBUTARY ST.

(Street)

BALTIMORE

21224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GUILFORD PHARMACEUTICALS INC [ GLFD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, GC & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	05/04/2005		A		12,000⁽¹⁾	A	$2.47	12,000⁽¹⁾	D
Restricted Stock Units								5,800⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$3							02/13/2004	02/13/2013	Common Stock	20,000		20,000	D
Stock Options (Right to buy)	$4.29							05/20/2003	08/20/2012	Common Stock	7,500		7,500	D
Stock Options (Right to buy)	$4.63							11/02/2005	11/02/2014	Common Stock	25,000		25,000	D
Stock Options (Right to buy)	$4.66							01/31/2006⁽³⁾	01/31/2015	Common Stock	35,000		35,000	D
Stock Options (Right to buy)	$7.94							02/18/2005	02/18/2014	Common Stock	30,000		30,000	D
Stock Options (Right to buy)	$8.81							02/20/2003	02/12/2012	Common Stock	15,000		15,000	D
Stock Options (Right to buy)	$8.89							09/24/2002	09/24/2011	Common Stock	500		500	D
Stock Options (Right to buy)	$19.31							02/19/2002	02/19/2011	Common Stock	450		450	D
Stock Options (Right to buy)	$22.38							11/14/2001	11/14/2010	Common Stock	8,000		8,000	D

Explanation of Responses:

1. Consists of Restricted Stock units granted under the Company's 2002 Stock Award and Incentive Plan pursuant to the terms of the Company's Employee Retention Plan (the "Retention Plan"), which Restricted Stock units shall vest in full on April 5, 2006, or earlier in the event of a change of control as defined in the Retention Plan.

2. The restricted stock units to which this note relates vest as to 25% of such stock units on the first anniversary of the date of grant, and every six months thereafter as to 12.5% of such stock units.

3. Consists of options granted under the Company's 2002 Stock Award and Incentive Plan which shall become exercisable to the extent of 25% of the shares underlying such option on the above date and shall become cumulatively exercisable to the extent of 1/36 of the remaining shares underlying such option each month thereafter.

Remarks:

	Asher M. Rubin	05/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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