Exhibit 3.03  CERTIFICATE OF DESIGNATIONS, NUMBER, VOTING POWERS, PREFERENCES AND RIGHTS OF SERIES A EXCHANGEABLE PREFERRED STOCK OF ALLOS THERAPEUTICS, INC.  Pursuant to Section 151 of the General
Corporation Law of the State of Delaware  The undersigned DOES HEREBY CERTIFY that the following resolution was
duly adopted by the Board of Directors of Allos Therapeutics, a Delaware
corporation (hereinafter called the Company), with the preferences and
rights set forth therein relating to dividends, exchange, redemption,
dissolution and distribution of assets of the Company having been fixed by the
Board of Directors pursuant to authority granted to it under Article IV of
the Companys Amended and Restated Certificate of Incorporation and in
accordance with the provisions of Section 151 of the General Corporation
Law of the State of Delaware:  RESOLVED:  That, pursuant to authority conferred upon
the Board of Directors by the Amended and Restated Certificate of Incorporation
of the Company, the Board of Directors hereby authorizes the issuance of
2,714,932 shares of Series A Exchangeable Preferred Stock, par value $0.001 per
share, of the Company, and hereby fixes the designations, powers, preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of such shares, in
addition to those set forth in the Amended and Restated Certificate of
Incorporation of the Company, as follows:  Section 1.Designation.  The shares of such series shall be designated
Series A Exchangeable Preferred Stock (the Exchangeable Preferred Stock)
and the number of shares constituting such series shall be 2,714,932.  Such number of shares may be increased or
decreased by resolution of the Board of Directors and the approval of a
majority of the holders of the Exchangeable Preferred Stock; provided,that no decrease
shall reduce the number of shares of Exchangeable Preferred Stock to a number
less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the payment of dividends pursuant to Section 4
hereof.  Section 2.Currency.  All Exchangeable Preferred Stock shall be
denominated in United States currency, and all payments and distributions
thereon or with respect thereto shall be made in United States currency. All
references herein to $ or dollars refer to United States currency.  Section 3.Ranking.  The Exchangeable Preferred Stock shall, with
respect to dividend rights and rights upon liquidation, winding up or dissolution,
rank prior to each other class or series of shares of the Company. For purposes
hereof,  Junior Stock shall mean the Common Stock of
the Company, par value $0.001 per share (the Common
Stock), the Series A


Junior
Participating Preferred Stock of the Company, and the shares of any other class
or series of equity securities of the Company.  Section 4.Dividends.  (a)The
holders of the Exchangeable Preferred Stock shall be entitled to receive, when
and as declared by the Board of Directors (the Board of Directors),
out of the net profits of the Company legally available for distribution,
dividends on each outstanding share of Exchangeable Preferred Stock at the rate
of 10% per annum of the sum of the Stated Value (as herein defined) of such share
of Exchangeable Preferred Stock plus all accumulated and unpaid dividends
thereon from and including the one year anniversary of the date of issuance of
such share of Exchangeable Preferred Stock to and including the first to occur
of (i) the date on which the Redemption Price (as defined below) of such share
of Exchangeable Preferred Stock is paid to the holder thereof in connection
with a Liquidation (as defined below) of the Company or the redemption of such
share of Exchangeable Preferred Stock by the Company, (ii) the date on which
the Acquisition Price (as defined below) of such share of Exchangeable
Preferred Stock is paid to the holder thereof in connection with a Change in
Control (as defined below), (iii) the date on which such share of Exchangeable
Preferred Stock is exchanged for shares of Common Stock as provided herein, or
(iv) the date on which such share of Exchangeable Preferred Stock is otherwise
acquired by the Company.  For purposes
hereof, the term Stated Value shall mean $22.10 per share of
Exchangeable Preferred Stock, subject to appropriate adjustment in the event of
any stock dividend, stock split, stock distribution or combination with respect
to the Exchangeable Preferred Stock; provided, however, that
there shall be no adjustment to the Stated Value in respect of any dividends
paid in additional shares of Exchangeable Preferred Stock pursuant to this Section 4.  Except as otherwise provided herein,
dividends shall be payable in additional shares of Exchangeable Preferred Stock
or cash, at the option of the Company.  (b)To the
extent not paid on March 31, June 30, September 30 and December 31
of each year, beginning March 31, 2006 (the Dividend Reference Dates),
all dividends which have accrued on each share of Exchangeable Preferred Stock
outstanding during the three-month period (or other period in the case of the
initial Dividend Reference Date) ending upon each such Dividend Reference Date
shall be accumulated and shall remain accumulated dividends with respect to
such share of Exchangeable Preferred Stock until paid to the holder thereof.  (c)Dividends on the Exchangeable
Preferred Stock shall be cumulative and shall continue to accrue whether or not
declared and whether or not in any fiscal year there shall be net profits or
surplus legally available for the payment of dividends in such fiscal year, so
that if in any fiscal year or years, dividends in whole or in part are not paid
upon the Exchangeable Preferred Stock, unpaid dividends shall accumulate as
against the holders of the Junior Stock.  (d)Except
as otherwise provided herein, if at any time the Company pays less than the
total amount of dividends then accrued with respect to the Exchangeable
Preferred Stock, such payment shall be distributed pro rata among the holders
thereof based upon the aggregate accrued but unpaid dividends on all shares of
Exchangeable Preferred Stock held by each such holder.  2


(e)In the
event dividends on the Exchangeable Preferred Stock are paid in additional
shares of Exchangeable Preferred Stock, the number of shares of Exchangeable
Preferred Stock to be issued in payment of the dividend with respect to each
outstanding share of Exchangeable Preferred Stock shall be determined by dividing
(i) the amount of the dividend that would have been payable with respect to
such share of Exchangeable Preferred Stock had such dividend been paid in cash
by (ii) the Stated Value.  To the extent
that any such dividend would result in the issuance of a fractional share of
Exchangeable Preferred Stock (which shall be determined with respect to the
aggregate number of shares of Exchangeable Preferred Stock held of record by
each holder) then the amount of such fraction multiplied by the Stated Value shall
be paid in cash (unless there are no legally available funds with which to make
such cash payment, in which event such cash payment shall be made as soon as
possible).  (f)For so
long as the Exchangeable Preferred Stock remains outstanding, the Company shall
not, without the prior consent of the holders of a majority of the outstanding
shares of Exchangeable Preferred Stock, pay any dividend upon the Junior Stock,
whether in cash or other property (other than shares of Junior Stock), or
purchase, redeem or otherwise acquire any such Junior Stock.  Notwithstanding the provisions of this Section 4(f),
without declaring or paying dividends on the Exchangeable Preferred Stock, the
Company may, subject to applicable law, repurchase or redeem shares of capital
stock of the Company from current or former officers or employees of the
Company pursuant to the terms of repurchase or similar agreements in effect
from time to time, provided that such agreements (or the forms thereof) have
been approved by the Board of Directors and the terms of such agreements
provide for a repurchase or redemption price not in excess of the price per
share paid by such current or former officers or employee for such share.  Section 5.Liquidation
Preference.  (a)Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company (each, a Liquidation)
or upon any Change in Control (as defined below), before any distribution or
payment shall be made to holders of any Junior Stock, each holder of
Exchangeable Preferred Stock shall be entitled to payment out of the assets of
the Company legally available for distribution, an amount per share of
Exchangeable Preferred Stock equal to (i) in the event of a Liquidation, the
Redemption Price or (ii) in the event of a Change in Control, the Acquisition
Price (as defined below).  If, upon any
such Liquidation or Change in Control, the assets of the Company shall be
insufficient to make payment in full to all holders of Exchangeable Preferred
Stock of the liquidation preference set forth in this Section 5(a), the
holders of Exchangeable Preferred Stock shall share equally and ratably in any
distribution of such assets in proportion to the full Redemption Price or
Acquisition Price, as applicable, to which each such holder would otherwise be
entitled.  Upon payment of all amounts
due under this Section 5(a), the holders of Exchangeable Preferred Stock
shall have no further rights in respect of such shares of Exchangeable
Preferred Stock and shall not be entitled to participate in any further
distributions of the Companys assets distributed in such Liquidation or Change
in Control.  The Acquisition Price
shall mean the greater of (i) the sum of the Stated Value of a share of
Exchangeable Preferred Stock plus all accrued but unpaid dividends thereon
(whether or not declared) through the date of such Change in Control or (ii)
the Acquisition Fair Market Value (as defined in Section 11 below) of ten
(10) shares of Common Stock.  3


(b)A Change in Control
shall mean (i) a consolidation, merger, reorganization or other form of
acquisition of or by the Company in which the Companys stockholders
immediately prior to the transaction retain less than 50% of the voting power
of or economic interest in the surviving or resulting entity (or its parent)
immediately after the transaction, (ii) a sale of the Companys assets in
excess of a majority of the Companys assets (valued at fair market value as
determined in good faith by the Board), (iii) the acquisition by any person,
other than Warburg Pincus & Co. and its affiliates, of more than 50% of the
Companys outstanding voting securities, or (iv) during any period of 24
consecutive months, individuals who at the beginning of such period were
directors of the Company (together with any new directors whose election or
appointment was approved by the directors then in office) cease for any reason
to constitute a majority of the directors of the Board or the board of
directors of the surviving or resulting entity (or its parent).  Section 6.Voting
Rights.  For so long as any
shares of Exchangeable Preferred Stock remain outstanding, the Company shall
not amend, alter or repeal the preferences, special rights or other powers of
the Exchangeable Preferred Stock so as to affect adversely the Exchangeable
Preferred Stock, without the written consent or affirmative vote of the holders
of at least a majority of the then outstanding shares of Exchangeable Preferred
Stock, given in writing or by vote at a meeting, consenting or voting (as the
case may be) separately as a class.  Except as provided in the
immediately preceding sentence or as required by applicable Delaware law, the
holders of Exchangeable Preferred Stock shall not be entitled to any voting
rights as stockholders of the Company.  Section 7.Exchange.  (a)Upon the later to occur of (i)
receipt of the Stockholder Approval (as defined in Section 11 below), and
(ii) to the extent required, the expiration or termination of any waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, that are applicable to the exchange of the Exchangeable Preferred
Stock (HSR Approval) (the Exchange Date), each outstanding
share of Exchangeable Preferred Stock shall automatically be exchanged for such
number of shares of Common Stock determined by dividing (i) the Stated Value of
the Exchangeable Preferred Stock then in effect (determined as provided in Section 4(a)
above) by (ii) the Exchange Price (as defined below) of the Exchangeable
Preferred Stock then in effect (the Exchange Rate).  The initial exchange price of the
Exchangeable Preferred Stock shall be $2.21 per share, subject to appropriate
adjustment in the event of any stock dividend, stock split, stock distribution
or combination, subdivision, reclassification or other corporate action having
the similar effect with respect to the Common Stock (the Exchange Price).  The initial Exchange Rate for the
Exchangeable Preferred Stock shall be ten (10) shares of Common Stock for each
one share of Exchangeable Preferred Stock. 
In addition, upon any such exchange all accrued but unpaid dividends
(whether or not declared) on the Exchangeable Preferred Stock shall be paid in
shares of Common Stock.  The number of
shares of Common Stock to be issued in payment of the accrued but unpaid  dividends (whether or not declared) with
respect to each outstanding share of Exchangeable Preferred Stock shall be
determined by dividing the amount of the dividend that would have been payable
had such dividend been paid in cash by an amount equal to the Exchange
Price.  Notwithstanding the foregoing,
the holders shall have no obligation to exchange the Exchangeable Preferred
Stock for Common Stock if on or prior to the fifteen-month anniversary of the
Initial Issuance Date (as defined in Section 11 below) (the Exchange  4


Termination Date), the Stockholder Approval and
the HSR Approval have not been obtained. 
If the Stockholder Approval and the HSR Approval have not been obtained
by the Exchange Termination Date, then the Company shall not have the option to
exchange all or any portion of the then outstanding Exchangeable Preferred
Stock for shares of Common Stock and such Exchangeable Preferred Stock shall
remain outstanding pursuant to its terms. 
On the Exchange Date, all rights with respect to the Exchangeable
Preferred Stock so exchanged will terminate, except only the rights of the
holders thereof, upon surrender of their certificate or certificates therefor,
to receive certificates for the number of shares of Common Stock into which
such Exchangeable Preferred Stock and any accrued but unpaid dividends thereon
(whether or not declared) have been exchanged. 
If so required by the Company, certificates surrendered for exchange
shall be endorsed or accompanied by written instrument or instruments of
transfer, in form satisfactory to the Company, duly executed by the registered
holder or by his attorneys duly authorized in writing.  All certificates evidencing shares of
Exchangeable Preferred Stock which are required to be surrendered for exchange
in accordance with the provisions hereof shall, from and after the Exchange
Date, be deemed to have been retired and canceled and the shares of Exchangeable
Preferred Stock represented thereby exchanged into Common Stock for all
purposes, notwithstanding the failure of the holder or holders thereof to
surrender such certificates on or prior to such date.  As soon as practicable after the Exchange
Date and the surrender of the certificate or certificates for Exchangeable
Preferred Stock as aforesaid, the Company shall cause to be issued and
delivered to such holder, or on his or its written order, a certificate or
certificates for the number of full shares of Common Stock issuable on such
exchange in accordance with the provisions hereof and cash as provided in Section 5(b)
hereof in respect of any fraction of a share of Common Stock otherwise issuable
upon such exchange.  Any shares of
Exchangeable Preferred Stock so exchanged shall be retired and canceled and
shall not be reissued, and the Company may from time to time take such
appropriate action as may be necessary to reduce the authorized Exchangeable
Preferred Stock accordingly.  (b)No fractional shares of Common
Stock will be issued upon exchange of the Exchangeable Preferred Stock or
accrued but unpaid dividends thereon. 
All shares of Common Stock (including fractions thereof) issuable upon
conversion of more than one share of Exchangeable Preferred Stock (including
accrued but unpaid dividends thereon) by a holder thereof shall be aggregated
for purposes of determining whether the exchange would result in the issuance
of any fractional share.  If, after the aforementioned
aggregation, the exchange would result in the issuance of any fractional share
of Common Stock, the Company shall, in lieu of issuing any such fractional
share, pay cash equal to the product of such fraction multiplied by the
Exchange Price.  Section 8.Redemption.  (a)For so long as the Exchangeable
Preferred Stock remains outstanding, on or following the Optional Redemption
Date (as defined below), the Company and the holders of at least a majority of
the outstanding shares of Exchangeable Preferred Stock (the Initiating
Holders) shall each have the option to cause the Company, to the extent it
may lawfully do so, to redeem all (but not less than all) of the outstanding
shares of Exchangeable Preferred Stock for cash in a per share amount equal to
the greater of (i) the sum of the Stated Value of a share of Exchangeable
Preferred Stock plus all accrued but unpaid dividends thereon (whether or not
declared) through the date of such redemption or (ii) the Fair Market Value (as
defined in  5


Section 11 below) of ten (10) shares of Common Stock on the date
which the Company or the Initiating Holders exercise such right (the Redemption
Price).  For purposes hereof, the
Optional Redemption Date shall mean the later of (i) the fourth anniversary of
the Initial Issuance Date and (ii) the date that is thirty (30) days after the
date on which the Company publicly announces the final results of its ENRICH
(Enhancing Whole Brain Radiation Therapy In Patients with Breast Cancer and
Hypoxic Brain Metastases) trial, which is the Phase 3 clinical trial of its
investigational radiation sensitizer EFAPROXYN (efaproxiral) in patients with
brain metastases originating from breast cancer.  (b)The
Initiating Holders may exercise their option by delivering written notice
thereof (a Redemption Demand Notice) to the Company, and the Company
shall be required to redeem the Exchangeable Preferred Stock, to the extent it
may lawfully do so, within thirty (30) days after receipt of such Redemption Demand Notice.  As promptly as practicable following
(i) the Companys receipt of a Redemption Demand Notice pursuant to this Section 8(b),
or (ii) the Companys election to redeem the Exchangeable Preferred Stock
pursuant to Section 8(a) above, and in any event at least fifteen (15)
days prior to the date on which such redemption is to be made (the Redemption
Date), written notice shall be mailed, postage prepaid, to each holder of
record of Exchangeable Preferred Stock, at his or its post office address last
shown on the records of the Company, specifying the Redemption Date and calling
upon such holder to surrender to the Company, in the manner and at the place
designated, his or its certificate or certificates representing the shares of
Exchangeable Preferred Stock to be redeemed (such notice is hereinafter
referred to as the Redemption
Notice).  On or prior to
the Redemption Date, each holder of Exchangeable Preferred Stock shall
surrender his or its certificate or certificates representing such shares of
Exchangeable Preferred Stock to be redeemed to the Company, in the manner and
at the place designated in the Redemption Notice, and thereupon the Redemption
Price of such shares shall be payable to the order of the person whose name
appears on such certificate or certificates as the owner thereof and each
surrendered certificate shall be canceled. 
If the funds of the Company legally available for redemption of shares
of Exchangeable Preferred Stock on the Redemption Date are insufficient to
redeem all outstanding shares of Exchangeable Preferred Stock, those funds
which are legally available shall be used to redeem the maximum number of
shares pro rata among the holders of Exchangeable Preferred Stock based upon
the aggregate Redemption Price of all shares held by each such holder.  At any time thereafter when additional funds
of the Company are legally available for the redemption of shares of
Exchangeable Preferred Stock, such funds shall immediately be used to redeem the
balance of the shares of Exchangeable Preferred Stock which it has not
previously redeemed.  From and after the
Redemption Date, unless there shall have been a default in payment of the
Redemption Price, all rights of the holders of the Exchangeable Preferred Stock
(except the right to receive the Redemption Price without interest upon
surrender of their certificate or certificates) shall cease with respect to
such shares, and such shares shall not thereafter be transferred on the books
of the Company or be deemed to be outstanding for any purpose whatsoever.  (c)Except as provided in Section 8(a)
hereof, the Company shall have no right to redeem the shares of Exchangeable
Preferred Stock.  Any shares of
Exchangeable Preferred Stock so redeemed shall be permanently retired, shall no
longer be deemed outstanding and shall not under any circumstances be reissued,
and the Company may from time to time take such appropriate corporate action as
may be necessary to reduce the authorized Exchangeable  6


Preferred Stock accordingly. 
Nothing herein contained shall prevent or restrict the purchase by the
Company, from time to time either at public or private sale, of the whole or
any part of the Exchangeable Preferred Stock at such price or prices as the Company
may determine, subject to the provisions of applicable law.  Section 9.Issue
Taxes. The Company shall pay all issue taxes, if any, incurred in
respect of the issue of Common Stock on exchange.  If a holder of shares surrendered for
exchange specifies that the Common Stock to be issued on exchange are to be
issued in a name or names other than the name or names in which such
surrendered shares stand, the Company shall not be required to pay any transfer
or other taxes incurred by reason of the issuance of such Common Stock to the
name of another.  Section 10.Reservation of Shares. The Company shall at all times
reserve and keep available, free from preemptive rights, for issuance upon the
exchange of Exchangeable Preferred Stock, such number of its authorized but
unissued Common Stock as will from time to time be sufficient to permit the
exchange of all outstanding Exchangeable Preferred Stock. Prior to the delivery
of any securities which the Company shall be obligated to deliver upon exchange
of the Exchangeable Preferred Stock, the Company shall comply with all
applicable laws and regulations which require action to be taken by the
Company.  All Common Stock delivered upon
exchange of the Exchangeable Preferred Stock will upon delivery be duly and validly
issued and fully paid and nonassessable, free of all liens and charges and not
subject to any preemptive rights.  Section 11.Certain Definitions. As used in this Certificate,
the following terms shall have the following meanings, unless the context
otherwise requires:  Acquisition
Fair Market Value shall mean the consideration per share of Common Stock
received by the holders thereof in a Change in Control; provided, that,if
the consideration is other than cash, its value will be deemed its fair market
value as determined in good faith by the Board of Directors and the holders of
at least a majority of the outstanding shares of Exchangeable Preferred Stock.  Fair Market
Value shall mean the product of the average of the closing prices for the Common
Stock on NASDAQ for the twenty (20)trading days
preceding the relevant date.  Initial
Issuance Date shall mean March 4, 2005.  Securities Purchase Agreement means
the Securities Purchase Agreement, dated as of March 2, 2005, by and
between the Company and each of the Purchasers named therein, as amended from
time to time in accordance with its terms.  Stockholder Approval means the
approval by the holders of Common Stock of the Company of the exchange of all
shares of Exchangeable Preferred Stock issued under the Securities Purchase
Agreement or issued as dividends thereon for shares of Common Stock, as
required by the applicable rules of the NASDAQ National Market.  Section 12.Headings. The
headings of the paragraphs of this Schedule are for convenience of
reference only and shall not define, limit or affect any of the provisions
hereof.  7


Section 13.Waivers.  Any of the rights of the holders of the
Exchangeable Preferred Stock set forth herein may be waived by any holder of
the Exchangeable Preferred Stock with respect to such holder and by the
affirmative consent or vote of the holders of a majority of the shares of the
Exchangeable Preferred Stock then outstanding with respect to all holders of
the Exchangeable Preferred Stock.  8


IN WITNESS
WHEREOF, Allos Therapeutics, Inc. has caused this Certificate of Designations
of Series A Exchangeable Preferred Stock to be duly executed by its Vice
President, General Counsel this 3rd day of March, 2005.   ALLOS
  THERAPEUTICS, INC.By:
  /s/ Marc H.
  GraboyesName: Marc
  H. GraboyesTitle:   Vice President, General Counsel