SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

JORDAN ANDREW R

(Last)

(First)

(Middle)

C/O GUILFORD PHARMACUTICALS INC.

6611 TRIBUTARY STREET

(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)
	EVP, Finance & Administration

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2003		J⁽¹⁾	781	A	$3.842	65,545	D
Common Stock							20,589	I	By Spouse
Common Stock	01/31/2003		J⁽²⁾	470	A	$2.97	46,962	I	By 401(k)
Common Stock	02/01/2003		J⁽²⁾	649	A	$3.43	47,611	I	By 401(k)
Common Stock	03/31/2003		J⁽²⁾	197	A	$3.7	47,808	I	By 401(k)
Common Stock	05/30/2003		J⁽²⁾	887	A	$5.58	48,695	I	By 401(k)
Common Stock	06/30/2003		J⁽²⁾	408	A	$4.46	49,103	I	By 401(k)
Common Stock	07/31/2003		J⁽²⁾	336	A	$5.52	49,439	I	By 401(k)
Common Stock	08/29/2003		J⁽²⁾	418	A	$5.14	49,857	I	By 401(k)
Common Stock	09/30/2003		J⁽²⁾	206	A	$6.19	50,063	I	By 401(k)
Common Stock	10/31/2003		J⁽²⁾	293	A	$7.32	50,356	I	By 401(k)
Common Stock	11/28/2003		J⁽²⁾	298	A	$6.89	50,654	I	By 401(k)
Common Stock	12/31/2003		J⁽²⁾	218	A	$6.78	50,872	I	By 401(k)
Common Stock							150	I	By Child

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)	4. Transaction Code (Instr. 8)	(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)	$2.99	02/18/2003		A	50,000		02/18/2004	02/18/2013	Common Stock	50,000	$2.99	50,000	D
Stock Options (Right to buy)	$8.81						02/20/2003	02/20/2012	Common Stock	50,000		50,000	D
Stock Options (Right to buy)	$8.89						09/24/2001	09/24/2011	Common Stock	500		500	D
Stock Options (Right to buy)	$12.875						02/23/2000	02/23/2009	Common Stock	30,000		30,000	D
Stock Options (Right to buy)	$14.9167						02/23/1996	02/23/2006	Common Stock	41,250		41,250	D
Stock Options (Right to buy)	$17.625						12/02/1996	12/02/2006	Common Stock	40,000		40,000	D
Stock Options (Right to buy)	$19.31						02/19/2002	02/19/2011	Common Stock	40,000		40,000	D
Stock Options (Right to buy)	$19.75						12/17/1999	12/17/2008	Common Stock	40,000		40,000	D
Stock Options (Right to buy)	$29.8125						02/15/2001	02/15/2010	Common Stock	30,000		30,000	D

Explanation of Responses:

1. 1) Shares acquired under Guilford's stock purchase plan.

2. 1) Shares issued to 401(k) plan account of reporting person as part of company match program; amounts vest in participant accounts 25% per year based on years of service with company.

	Asher M. Rubin	02/12/2004
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.