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                                                                    EXHIBIT 3.03



                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          GUILFORD PHARMACEUTICALS INC.


         The undersigned, a corporation duly organized and existing under the
laws of the State of Delaware, in accordance with the provisions of Section 242
of Title 8 of the Delaware Code, does hereby certify:

         1. The name of the corporation as it appears on the records of the
Secretary of State of Delaware is Guilford Pharmaceuticals Inc. (the
"Corporation").

         2. The Corporation's Amended and Restated Certificate Incorporation was
filed with the Secretary of State on June 24, 1994.

         3. The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting the first sentence of Article FOURTH
of the Amended and Restated Certificate of Incorporation of the Corporation and
replacing it with the following:

                  FOURTH: The total number of shares of all classes of stock the
         Corporation shall have authority to issue is Forty-Five Million
         (45,000,000) shares consisting of Forty Million (40,000,000) shares of
         common stock, par value $.01 per share, and Five Million (5,000,000)
         shares of preferred stock, par value $.01 per share.


         4. Pursuant to Section 242 of the General Corporation Law of the State
of Delaware, the Corporation has adopted resolutions setting forth the
above-referenced amendment at a meeting of its Board of Directors held on
February 18, 1997.

         5. At least a majority of the outstanding stock of the Corporation
entitled to vote thereon duly approved said proposed amendments at the special
meeting of the stockholders of the Corporation held on April 1, 1997 in
accordance with Sections 211, 222 and 242 of the General Corporation Law of the
State of Delaware.




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         IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed on its behalf by Thomas C. Seoh, its Vice President and Secretary, and
attested by Jordan P. Karp, its Assistant Secretary, this 1st day of April,
1997.

                                       GUILFORD PHARMACEUTICALS INC.


                                       /s/Thomas C. Seoh
                                       ------------------------------------
                                       Thomas C. Seoh, Vice President and
                                          Secretary

ATTEST:

/s/Jordan P. Karp
- -----------------------------------
Jordan P. Karp, Assistant Secretary


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