UNITED STATES
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): January 21, 2005

Guilford Pharmaceuticals Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-23736	52-1841960
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File 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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 21, 2005, the Compensation Committee of the Board of Directors of Guilford Pharmaceuticals Inc. (the "Company") approved terms and conditions under which the Company would grant restricted stock units ("RSUs") to employees and officers of the Company as part of the Company’s long term incentive compensation program. These RSUs will be granted under the Company's 2002 Stock Award and Incentive Plan (the "Plan"), and shall vest as to 25% of the RSU grant on the first anniversary of the date of grant and thereafter in six semi-annual installments over the next three years.

The RSUs are subject to the terms and conditions of the Plan as well as other customary terms and conditions set forth in an Employee Stock Unit Agreement (the "Agreement") to be executed by each recipient of RSUs. The foregoing summary of the terms of the RSUs is subject to, and qualified in its entirety by, the terms of the Plan and of the Agreement, a form of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

10.1 Form of Employee Stock Unit Agreement

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.
January 26, 2005	By:	Asher M. Rubin
		Name: Asher M. Rubin
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Form of Employee Stock Unit Agreement