Exhibit 3.02

CERTIFICATE OF DESIGNATION  OF  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK  (Pursuant to Section 151 of the  Delaware General Corporation Law)

Allos Therapeutics, Inc.,a corporation organized and existing under the General Corporation Law of the
State of Delaware (hereinafter called the "Company"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on May 6, 2003:



Series A
Junior Participating Preferred Stock:

Section 1. Designation and Amount.One million (1,000,000) shares of Preferred Stock, $.001 par value, are
designated "Series A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein
(the "Junior Preferred Stock"). Such number of shares may be increased or decreased by resolution of the Board of Directors;provided,that no decrease
shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Junior Preferred Stock.

Section 2. Dividends and Distributions.



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Section 3. Voting Rights.The holders of shares of Junior Preferred Stock shall have the following voting rights:



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Section 4. Certain Restrictions.



Section 5. Reacquired Shares.Any shares of Junior Preferred Stock purchased or otherwise acquired by the Company in
any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Amended and Restated Certificate of Incorporation, or in any
other Certificate of Designation creating a series of Preferred Stock or any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up.Upon any liquidation, dissolution or winding up of the Company, no
distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Stock unless,
prior thereto, the holders of shares of Junior Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of Junior Preferred Stock

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shall
be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to
holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred
Stock, except distributions made ratably on the Junior Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Junior Preferred Stock were entitled immediately prior to such event under the proviso in
clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, Etc.In case the Company shall enter into any consolidation, merger, combination or
other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Junior Preferred
Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Company shall at
any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption.The shares of Junior Preferred Stock shall not be redeemable.

Section 9. Rank.The Junior Preferred Stock shall rank, with respect to the payment of dividends and the distribution
of assets, junior to all series of any other class of the Company's Preferred Stock.

Section 10. Amendment.The Amended and Restated Certificate of Incorporation of the Company shall not be amended in
any manner which would materially alter or change the powers, preferences or special rights of the Junior Preferred Stock so as to affect them adversely without the affirmative vote of the holders of
at least two-thirds of the outstanding shares of Junior Preferred Stock, voting together as a single class.

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IN WITNESS WHEREOF,the undersigned have executed this certificate as of May 6, 2003.

| |  | /s/MICHAEL E. HARTMichael E. Hart
President and Chief Executive Officer                                            
| |  | -------------------------------------------------------------------------------------------------------------------
| |  | /s/DANIEL R. HUDSPETHDaniel R. Hudspeth
Chief Financial Officer, Vice President of Finance, Treasurer and Secretary

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