**Exhibit 3.04**

 

**ALLOS THERAPEUTICS, INC.**

** **

**CERTIFICATE OF ELIMINATION**

**OF**

**SERIES A EXCHANGEABLE PREFERRED STOCK**

 

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**ALLOS THERAPEUTICS, INC.,** a corporation dulyorganized and existing under and by virtue of the General Corporation Law ofthe State of Delaware (the “**Company**”), **DOES HEREBY CERTIFY:**

 

**FIRST:**           That at a meeting of the Company’sBoard of Directors (the **“Board”**), thefollowing resolutions were duly adopted setting forth the proposed eliminationof the Company’s Series A Exchangeable Preferred Stock as set forth herein:

 

**WHEREAS,** on February28, 2005, the Board, acting pursuant to the authority granted to and vested inthe Board in accordance with the provisions of the Company’s RestatedCertificate of Incorporation, as amended (the “**Charter**”),approved a Certificate of Designations, Number, Voting Powers, Preferences andRights of Series A Exchangeable Preferred Stock of the Company (the “**Certificate of Designations**”) and created a series ofPreferred Stock, par value $.001 per share, of the Company (“**Preferred Stock**”) with such rights, preferences andprivileges as set forth in the Certificate of Designations;

 

**WHEREAS,**theCertificate of Designations was filed with the Secretary of State of the Stateof Delaware on March 3, 2005;

 

**WHEREAS,** none of theshares of Preferred Stock authorized and created pursuant to the Certificate ofDesignations remain outstanding and none will be issued; and

 

**WHEREAS,**the Boardbelieves it to be in the best interests of the Company to eliminate thePreferred Stock.

 

**NOW, THEREFORE, BE IT RESOLVED,**thatnone of the shares of Preferred Stock authorized and created pursuant to theCertificate of Designations remain outstanding and none will be issued;

 

**RESOLVED FURTHER,**that the preferred Stock be, and it hereby is, eliminated;

 

**RESOLVED FURTHER,**thatthe officers of the Company be, and each of them hereby is, authorized,directed and empowered, for and on behalf of the Company, to execute and fileCertificate of Elimination with the Secretary of State of the State of Delaware,and upon such execution and filing, such Certificate of Elimination shall havethe effect of eliminating from the Restated Certificate of Incorporation of theCompany all matters set forth in the Certificate of Designations with respectto the Preferred Stock; and

 

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**RESOLVED FURTHER,** that the officers of the Companybe, and each of them hereby is, authorized, directed and empowered, for and onbehalf of the Company, to execute any applications, certificates, agreements orany other instruments or documents or amendments or supplements to suchdocuments, or to do or cause to be done any and all other acts and things assuch officer may, in his or her discretion, deem necessary or advisable andappropriate to carry out the purposes and intent of the foregoing resolutions.

 

**SECOND:    **Thatthe Certificate of Designations, Number, Voting Powers, Preferences and Rightsof Series A Exchangeable Preferred Stock of the Company with respect to theSeries A Exchangeable Preferred Stock was filed in the office of the Secretaryof State of the State of Delaware on March 3, 2005. None of the authorizedshares the Series A Exchangeable Preferred Stock are outstanding and none willbe issued.

 

**THIRD:         **Thatin accordance with the provisions of Section 151 of the General Corporation Lawof the State of Delaware, the Company’s Restated Certificate of Incorporation,as amended, is hereby amended to eliminate all reference to the Series AExchangeable Preferred Stock.

 

**INWITNESS WHEREOF, ALLOS THERAPEUTICS, INC.** has caused thisCertificate of Elimination to be executed in its corporate name on this 2ndday of November, 2005.

 
|   | By:    | /s/ Marc H.  Graboyes            |   |
|--------|--------|----------------------------------|--------|
|   |   | Marc H.  Graboyes                |
|   |   | Vice  President, General Counsel |

 

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