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EXHIBIT 99.03
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
SPECIAL MEETING OF STOCKHOLDERS
GUILFORD PHARMACEUTICALS INC.
, 2000
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\/ Please Detach and Mail in the Envelope Provided \/
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PLEASE MARK YOUR
A [X] VOTES AS IN THIS
EXAMPLE.
1. Approve the issuance of shares
of Guilford common stock in
the merger described in the
Agreement and Plan of Merger, as
amended, among Guilford
Pharmaceuticals Inc., Gliatech
Inc., and St. John Development
Corp., a wholly-owned subsidiary of
Guilford Pharmaceuticals Inc.,
dated as of May 29, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. In their discretion, on any other
matters that may properly come
before the meeting, or any
adjournment or postponement
thereof.
If you receive more than one proxy
card, please sign and return all cards
in the accompanying envelope.
PLEASE MARK, DATE AND SIGN THIS PROXY
AND RETURN IT PROMPTLY TO ENSURE A
QUORUM AT THE MEETING. IT IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.
DELAY IN RETURNING YOUR PROXY MAY
SUBJECT THE CORPORATION TO ADDITIONAL
EXPENSE.
IF YOU PLAN TO ATTEND
THE SPECIAL MEETING, [ ]
PLEASE MARK THIS BOX
_____________________________________________________ DATED: __________ ______________________________________ DATED: __________
SIGNATURE OF STOCKHOLDER OR AUTHORIZED REPRESENTATIVE SIGNATURE IF HELD JOINTLY
NOTE: Please date and sign exactly as name appears hereon. Each executor, administrator, trustee, guardian, attorney-in-fact and
other fiduciary should sign and indicate his or her full name. In the case of stock ownership in the name of two or more
persons both persons should sign.
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GUILFORD PHARMACEUTICALS INC.
REVOCABLE PROXY
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2000
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of GUILFORD PHARMACEUTICALS INC. (the
"Corporation") hereby appoints Craig R. Smith, M.D., Andrew R. Jordan and Thomas
C. Seoh, or any of them, as attorneys and proxies of the undersigned, with full
power of substitution and with authority in each of them, to act in the absence
of the other and to vote and act for the undersigned at the Special Meeting of
Stockholders of the Corporation to be held on , , 2000 at 10:00
a.m. (local time) at the Corporation's facilities located at 6411 Beckley
Street, Baltimore, Maryland, and at any adjournments or postponements thereof,
in respect of all shares of the Common Stock of the Corporation which the
undersigned may be entitled to vote, on the following matter:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. HOWEVER, IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
The undersigned hereby acknowledges prior receipt of a copy of the Notice
of Special Meeting of Stockholders and Joint Proxy Statement/Prospectus dated
, 2000, and hereby revokes any proxy or proxies heretofore given. This
Proxy may be revoked at any time before it is voted by delivering to the
Secretary of the Corporation either a written revocation of proxy or a duly
executed proxy bearing a later date, or by appearing at the Special Meeting and
voting in person.
(TO BE SIGNED ON REVERSE SIDE)
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