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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Guilford Pharmaceuticals Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 401829106
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Arnold Snider c/o Deerfield Management,
450 Lexington Avenue, Suite 1930,
New York, New York 10017, (212) 551-1600
(Date of Event which Requires Filing of this Statement)
April 8, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 401829106
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Deerfield Capital, L.P. #13-3745117
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
693,090
9. Sole Dispositive Power:
10. Shared Dispositive Power:
693,090
11. Aggregate Amount Beneficially Owned by Each Reporting Person
693,090
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
3.8%
14. Type of Reporting Person
PN
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CUSIP No. 401829106
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Deerfield Management Company #13-3738772
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
71,910
9. Sole Dispositive Power:
10. Shared Dispositive Power:
71,910
11. Aggregate Amount Beneficially Owned by Each Reporting Person
71,910
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
.4%
14. Type of Reporting Person
PN
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CUSIP No. 401829106
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Arnold H. Snider ####-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
765,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
765,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
765,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
4.2%
14. Type of Reporting Person
IN
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons
beneficially own, in the aggregate, 765,000 shares of
the Company's Common Stock. All 765,000 shares of
Common Stock are held by the Funds. In the last 60
days, a net amount of 10,000 shares of Common Stock were
purchased in open market transactions at an aggregate
cost of $267,559.50. The funds for the purchase of the
Common Stock held in the Funds came from each entity's
own funds or from margin loans entered into in the
ordinary course of business.
Item 4. Purpose of Transactions.
No change.
Item 5. Interest in Securities of Issuer.
As of the date hereof, the Reporting Persons are the
beneficial owners of an aggregate of 765,000 shares of
the Company's Common Stock. Following a secondary
offering of the Company's Common Stock, completed April
18, 1997, there were 17,979,490 shares of the Company's
Common Stock outstanding. Therefore, each Reporting
Person beneficially owns less than 5% of the Company's
outstanding shares of Common Stock. The Reporting
Persons have the shared power to vote, direct the vote,
dispose of or direct the disposition of all the shares
of the Company's Common Stock that they currently
beneficially own.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by
the Reporting Persons during the past 60 days.
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Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
April 16, 1997
DEERFIELD CAPITAL, L.P.
By: Snider Capital Corp.,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
DEERFIELD MANAGEMENT COMPANY
By: Snider Management Company,
General Partner
By: /s/ Arnold H. Snider
___________________________
Arnold H. Snider, President
ARNOLD H. SNIDER
/s/ Arnold H. Snider
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Transaction Shares Acquired Price Per Share
Date (Sold) (Not Including Commission)
______________ _______________ __________________________
3/3/97 5,000 $26.125
3/4/97 5,000 27.338
4/1/97 3,060 21.540
(3,060) 21.459
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00871001.AM9
