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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

|      |  |                                                                                          
|----- |  | -----------------------------------------------------------------------------------------
|[X]   |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 
|      |  | For the quarterly period ended June 30, 2002                                             
|      |  |                                                                                          
|[   ] |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|      |  | For the transition period from  to .                                                     

Commission File Number000-29815

Allos Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 54-1655029
(I.R.S. Employer
Identification No.)

11080 CirclePoint Road, Suite 200
Westminster, Colorado 80020
(303) 426-6262
(Address, including zip code, and telephone number,
including area code, of principal executive offices)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]      No [   ]

As of July 18, 2002, there were 25,718,927 shares of the Registrants
Common Stock outstanding, par value $0.001 per share.

This quarterly report on Form 10-Q consists of 16 pages.
The exhibit index is located on page 16.



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TABLE OF CONTENTS



|                              |                                                                                               |                               |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | BALANCE SHEETS               
|                              |                                                                                               | STATEMENTS OF OPERATIONS     
|                              |                                                                                               | STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | NOTES TO FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|PART II. OTHER INFORMATION   
|                              | Item 1. Legal Proceedings                                                                    
|                              | Item 2. Changes in Securities and Use of Proceeds                                            
|                              | Item 3. Defaults Upon Senior Securities                                                      
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                              | Item 5. Other Information                                                                    
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                   
|Employment Agreement         



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ALLOS THERAPEUTICS, INC.
FORM 10-Q
INDEX

|                           |                                                                                               |                              |                                                                                                                                                                                     |    |        |   | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ------ | - | 
|                           |                                                                                               |                              |                                                                                                                                                                                     |    | Page  
|                           |                                                                                               |                              |                                                                                                                                                                                     |    | Number
|                           |                                                                                               |                              |                                                                                                                                                                                     |    |       
|                           | PART I. Financial Information                                                                 |                              |                                                                                                                                                                                     | 3  |       
|                           |                                                                                               | ITEM 1. Financial Statements |                                                                                                                                                                                     |    | 3      |  
|                           |                                                                                               |                              | Balance Sheets (unaudited) 
as of December 31, 2001 and June 30, 2002                                                                                                              |    |        | 3 | 
|                           |                                                                                               |                              | Statements of Operations (unaudited) 
for the three and six months ended June 30, 2001
and 2002 and the cumulative period from September
1, 1992 (inception) through June 30, 2002 |    |        | 4 | 
|                           |                                                                                               |                              | Statements of Cash Flows (unaudited) 
for the six months ended June 30, 2001 and 2002
and the cumulative period from September 1, 1992
(inception) through June 30, 2002           |    |        | 5 | 
|                           |                                                                                               |                              | Notes to Financial Statements (unaudited)                                                                                                                                           |    |        | 6 | 
|                           | ITEM 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                              |                                                                                                                                                                                     | 8  |       
|PART II. Other Information |                                                                                               |                              | 13                                                                                                                                                                                  |   
|                           | ITEM 1. Legal Proceedings                                                                     |                              |                                                                                                                                                                                     | 13 |       
|                           | ITEM 2. Changes in Securities and Use of Proceeds                                             |                              |                                                                                                                                                                                     | 13 |       
|                           | ITEM 3. Defaults Upon Senior Securities                                                       |                              |                                                                                                                                                                                     | 13 |       
|                           | ITEM 4. Submission of Matters to a Vote of Security Holders                                   |                              |                                                                                                                                                                                     | 13 |       
|                           | ITEM 5. Other Information                                                                     |                              |                                                                                                                                                                                     | 13 |       
|                           | ITEM 6. Exhibits and Reports on Form 8-K                                                      |                              |                                                                                                                                                                                     | 13 |       
|SIGNATURES                 |                                                                                               |                              | 15                                                                                                                                                                                  |   

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PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




ALLOS THERAPEUTICS, INC.
(a development stage company)
BALANCE SHEETS
(unaudited)

|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |              |            |            | 
|----------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | -------------------------- | ------------------------------------------ | ----------- | ------------ | ---------- | ---------- | ------------ | ---------- | ---------- | 
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             | December 31, |            | June 30,  
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             | 2001         |            | 2002      
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |           
|ASSETS                                                                                          |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |           
|Current assets:                                                                                 |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |           
|                                                                                                | Cash and cash equivalents                                                                                                                                                                                         |                                                   | $                          | 2,745,151                                  |             |              | $          | 4,166,711  |             
|                                                                                                | Restricted cash                                                                                                                                                                                                   |                                                   |                            | 550,000                                    |             |              |            | 550,000    |             
|                                                                                                | Short-term investments                                                                                                                                                                                            |                                                   |                            | 56,473,499                                 |             |              |            | 59,140,404 |             
|                                                                                                | Prepaid expenses  research                                                                                                                                                                                       |                                                   |                            | 787,627                                    |             |              |            | 1,073,103  |             
|                                                                                                | Prepaid expenses  other                                                                                                                                                                                          |                                                   |                            | 90,866                                     |             |              |            | 191,723    |             
|                                                                                                | Other assets                                                                                                                                                                                                      |                                                   |                            | 25,956                                     |             |              |            | 127,947    |             
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             
|                                                                                                |                                                                                                                                                                                                                   |                                                   | Total current assets       |                                            |             | 60,673,099   |            |            |              | 65,249,888 |           
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             
|Long-term marketable securities                                                                 |                                                                                                                                                                                                                   |                                                   | 9,843,198                  |                                            |             |              | 9,729,304  |           
|Property and equipment (net of accumulated depreciation of $443,917 and
$661,807, respectively) |                                                                                                                                                                                                                   |                                                   | 1,653,588                  |                                            |             |              | 1,735,194  |           
|Long-term investment in equity securities (Note 3)                                              |                                                                                                                                                                                                                   |                                                   |                           |                                            |             |              | 1,000,000  |           
|Other assets                                                                                    |                                                                                                                                                                                                                   |                                                   | 4,364                      |                                            |             |              | 4,364      |           
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            | Total assets                               |             | $            | 72,174,249 |            |              | $          | 77,718,750 | 
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                            |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |           
|Current liabilities:                                                                            |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |           
|                                                                                                | Accounts payable  related parties                                                                                                                                                                                |                                                   | $                          | 82,631                                     |             |              | $          | 106,781    |             
|                                                                                                | Accounts payable  research                                                                                                                                                                                       |                                                   |                            | 3,440,895                                  |             |              |            | 6,273,332  |             
|                                                                                                | Accounts payable  trade                                                                                                                                                                                          |                                                   |                            | 359,552                                    |             |              |            | 285,817    |             
|                                                                                                | Accrued compensation and employee benefits                                                                                                                                                                        |                                                   |                            | 1,140,275                                  |             |              |            | 1,051,666  |             
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             
|                                                                                                |                                                                                                                                                                                                                   |                                                   | Total current liabilities  |                                            |             | 5,023,353    |            |            |              | 7,717,596  |           
|Stockholders equity:                                                                           |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |           
|                                                                                                | Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31,
2001 and June 30, 2002, no shares issued or outstanding at December 31, 2001 and
June 30, 2002                                    |                                                   |                            |                                           |             |              |            |           |             
|                                                                                                | Common stock, $0.001 par value; 75,000,000 shares authorized at December 31, 2001
and June 30, 2002; 23,139,197 and 25,716,184 shares issued and outstanding at
December 31, 2001 and June 30, 2002, respectively |                                                   |                            | 23,139                                     |             |              |            | 25,716     |             
|                                                                                                |                                                                                                                                                                                                                   | Additional paid-in capital                        |                            |                                            | 156,925,292 |              |            |            | 172,434,995  |           
|                                                                                                |                                                                                                                                                                                                                   | Accumulated deficit                               |                            |                                            | (86,853,945 | )            |            |            | (100,192,131 | )         
|                                                                                                |                                                                                                                                                                                                                   | Deferred compensation related to grant of options |                            |                                            | (2,943,590  | )            |            |            | (2,267,426   | )         
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             
|                                                                                                |                                                                                                                                                                                                                   |                                                   | Total stockholders equity |                                            |             | 67,150,896   |            |            |              | 70,001,154 |           
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            | Total liabilities and stockholders equity |             | $            | 72,174,249 |            |              | $          | 77,718,750 | 
|                                                                                                |                                                                                                                                                                                                                   |                                                   |                            |                                            |             |              |            |            |             

The accompanying notes are an integral part of these financial statements.

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ALLOS THERAPEUTICS, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
(unaudited)

|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            |             |             |  
|-------------------------------------------------------------------- | -------------------------------------------------- | ------------------------ | ---------- | ---------- | ------------------ | ---------- | ---------------- | ---------- | ------------------- | ---------- | ----------- | ---------- | ------------- | ---------- | ----------- | ---------- | ---------- | ----------- | ------------ | ---------- | ----------- | ----------- | -
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            | Cumulative 
|                                                                     |                                                    |                          |            |            | Three Months Ended |            | Six Months Ended |            | Period from        
|                                                                     |                                                    |                          |            |            | June 30,           |            | June 30,         |            | September 1, 1992  
|                                                                     |                                                    |                          |            |            |                    |            |                  |            | (inception) through
|                                                                     |                                                    |                          |            |            | 2001               |            | 2002             |            | 2001                |            | 2002        |            | June 30, 2002
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |              
|Operating expenses:                                                  |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |           
|                                                                     | Research and development                           |                          | $          | 3,064,636  |                    |            | $                | 4,289,787  |                     |            | $           | 5,846,420  |               |            | $           | 8,228,674  |            |             | $            | 54,570,483 |            
|                                                                     | Clinical manufacturing                             |                          |            | 1,190,679  |                    |            |                  | 726,115    |                     |            |             | 2,205,508  |               |            |             | 1,171,279  |            |             |              | 12,679,992 |            
|                                                                     | General and administrative                         |                          |            | 2,259,710  |                    |            |                  | 2,537,046  |                     |            |             | 4,395,144  |               |            |             | 5,225,065  |            |             |              | 35,448,093 |            
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            |            
|                                                                     |                                                    | Total operating expenses |            |            | 6,515,025          |            |                  |            | 7,552,948           |            |             |            | 12,447,072    |            |             |            | 14,625,018 |             |              |            | 102,698,568 |            
|Loss from operations                                                 |                                                    |                          | (6,515,025 | )          |                    |            | (7,552,948       | )          |                     |            | (12,447,072 | )          |               |            | (14,625,018 | )          |            |             | (102,698,568 | )         
|Interest and other income, net                                       |                                                    |                          | 1,256,154  |            |                    |            | 674,890          |            |                     |            | 2,809,309   |            |               |            | 1,286,832   |            |            |             | 12,119,412   |           
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            |            
|                                                                     |                                                    |                          | Net loss   |            |                    | (5,258,871 | )                |            |                     | (6,878,058 | )           |            |               | (9,637,763 | )           |            |            | (13,338,186 | )            |            |             | (90,579,156 | )
|Dividend related to beneficial conversion feature
of preferred stock |                                                    |                          |           |            |                    |            |                 |            |                     |            |            |            |               |            |            |            |            |             | (9,612,975   | )         
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            |            
|Net loss attributable to common stockholders                         |                                                    | $                        | (5,258,871 | )          |                    | $          | (6,878,058       | )          |                     | $          | (9,637,763  | )          |               | $          | (13,338,136 | )          |            | $           | (100,192,131 | )         
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            |            
|Net loss per common share:                                           |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |           
|                                                                     | basic and diluted                                  |                          | $          | (0.23      | )                  |            | $                | (0.27      | )                   |            | $           | (0.42      | )             |            | $           | (0.55      | )          |             |              |            |            
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            |            
|                                                                     | Weighted average common shares  basic and
diluted |                          |            | 22,958,087 |                    |            |                  | 25,040,790 |                     |            |             | 22,957,534 |               |            |             | 24,090,559 |            |             |              |            |            
|                                                                     |                                                    |                          |            |            |                    |            |                  |            |                     |            |             |            |               |            |             |            |            |             |              |            |            

The accompanying notes are an integral part of these financial statements.

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ALLOS THERAPEUTICS, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(unaudited)

|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |            |             |  
|---------------------------------------------------------------------------------------- | ------------------------------------------ | --------------------------------------------------- | ----------- | ---------------- | ---------- | ---------------------- | ----------- | ------------- | ---------- | - | ------------ | ---------- | ----------- | -
|                                                                                         |                                            |                                                     |             | Six Months Ended |            | Cumulative Period from
|                                                                                         |                                            |                                                     |             | June 30,         |            | September 1, 1992     
|                                                                                         |                                            |                                                     |             |                  |            | (inception) through   
|                                                                                         |                                            |                                                     |             | 2001             |            | 2002                   |             | June 30, 2002
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |              
|Cash Flows From Operating Activities                                                     |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Net loss                                                                                 |                                            | $                                                   | (9,637,763  | )                |            | $                      | (13,338,186 | )             |            | $ | (90,579,156  | )         
|Adjustments to reconcile net loss to net cash used in
operating activities:              |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Depreciation and amortization                                                            |                                            |                                                     | 87,921      |                  |            |                        | 217,890     |               |            |   | 969,157      |           
|Stock-based compensation expense                                                         |                                            |                                                     | 1,822,143   |                  |            |                        | 1,109,042   |               |            |   | 22,111,317   |           
|Other                                                                                    |                                            |                                                     |            |                  |            |                        |            |               |            |   | 83,124       |           
|Changes in assets and liabilities:                                                       |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|                                                                                         | Prepaids and other assets                  |                                                     |             | (1,225,985       | )          |                        |             | (488,324      | )          |   |              | (1,397,138 | )          
|                                                                                         | Interest receivable on investments         |                                                     |             | (10,827          | )          |                        |             | 384,442       |            |   |              | (959,941   | )          
|                                                                                         | Accounts payable  research                |                                                     |             | 1,801,726        |            |                        |             | 2,832,437     |            |   |              | 2,915,068  |            
|                                                                                         | Accounts payable  related parties         |                                                     |             | (2,882           | )          |                        |             | 24,150        |            |   |              | 3,465,046  |            
|                                                                                         | Accounts payable  trade                   |                                                     |             | 198,902          |            |                        |             | (73,735       | )          |   |              | 285,817    |            
|                                                                                         | Accrued compensation and employee benefits |                                                     |             | 142,923          |            |                        |             | (88,609       | )          |   |              | 1,051,666  |            
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|                                                                                         |                                            | Net cash used in operating activities               |             |                  | (6,823,842 | )                      |             |               | (9,420,893 | ) |              |            | (62,055,040 | )
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Cash Flows From Investing Activities                                                     |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Acquisition of property and equipment                                                    |                                            |                                                     | (156,229    | )                |            |                        | (299,496    | )             |            |   | (2,445,879   | )         
|Purchase of marketable securities                                                        |                                            |                                                     | (25,833,103 | )                |            |                        | (30,744,953 | )             |            |   | (222,671,259 | )         
|Proceeds from maturities of marketable securities                                        |                                            |                                                     | 32,262,808  |                  |            |                        | 27,807,500  |               |            |   | 154,761,492  |           
|Investment in equity securities                                                          |                                            |                                                     |            |                  |            |                        | (1,000,000  | )             |            |   | (1,000,000   | )         
|Payments received on notes receivable                                                    |                                            |                                                     |            |                  |            |                        |            |               |            |   | 49,687       |           
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|                                                                                         |                                            | Net cash provided by (used in) investing activities |             |                  | 6,273,476  |                        |             |               | (4,236,949 | ) |              |            | (71,305,959 | )
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Cash Flows From Financing Activities                                                     |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Principal payments under capital leases                                                  |                                            |                                                     | (31,592     | )                |            |                        |            |               |            |   | (422,088     | )         
|Proceeds from sale leaseback                                                             |                                            |                                                     |            |                  |            |                        |            |               |            |   | 120,492      |           
|Proceeds from stockholder loan                                                           |                                            |                                                     |            |                  |            |                        |            |               |            |   | 12,000       |           
|Repayment of stockholder loan                                                            |                                            |                                                     |            |                  |            |                        |            |               |            |   | (12,000      | )         
|Pledging restricted cash                                                                 |                                            |                                                     | (550,000    | )                |            |                        |            |               |            |   | (550,000     | )         
|Proceeds from issuance of convertible preferred stock,
net of issuance costs             |                                            |                                                     |            |                  |            |                        |            |               |            |   | 40,285,809   |           
|Proceeds from issuance of common stock, net of issuance
costs                            |                                            |                                                     |            |                  |            |                        | 14,933,953  |               |            |   | 97,703,349   |           
|Proceeds from issuance of common stock associated with
stock options and purchase rights |                                            |                                                     | 2,169       |                  |            |                        | 145,449     |               |            |   | 390,148      |           
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|                                                                                         |                                            | Net cash provided by (used in) financing activities |             |                  | (579,423   | )                      |             |               | 15,079,402 |   |              |            | 137,527,710 |  
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Net increase (decrease) in cash and cash equivalents                                     |                                            |                                                     | (1,129,789  | )                |            |                        | 1,421,560   |               |            |   | 4,166,711    |           
|Cash and cash equivalents, beginning of period                                           |                                            |                                                     | 1,565,693   |                  |            |                        | 2,745,151   |               |            |   |             |           
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Cash and cash equivalents, end of period                                                 |                                            | $                                                   | 435,904     |                  |            | $                      | 4,166,711   |               |            | $ | 4,166,711    |           
|                                                                                         |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Supplemental Schedule of Noncash Operating
And Financing Activities                      |                                            |                                                     |             |                  |            |                        |             |               |            |   |              |           
|Cash paid for interest                                                                   |                                            | $                                                   | 383,103     |                  |            | $                      | 249,953     |               |            | $ | 1,124,766    |           
|Issuance of stock in exchange for license agreement                                      |                                            | $                                                   |            |                  |            | $                      |            |               |            | $ | 40,000       |           
|Capital lease obligations incurred for acquisition of
property and equipment             |                                            | $                                                   |            |                  |            | $                      |            |               |            | $ | 422,088      |           
|Issuance of stock in exchange for notes receivable                                       |                                            | $                                                   |            |                  |            | $                      |            |               |            | $ | 139,687      |           

The accompanying notes are an integral part of these financial statements.

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ALLOS THERAPEUTICS, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

The accompanying unaudited financial statements of Allos Therapeutics,
Inc., referred to herein as the Company, we, us or our, have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC). Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles in the United States of America have been condensed or omitted
pursuant to such rules and regulations. However, we believe that the
disclosures are adequate to make the information presented not misleading. The
unaudited financial statements included herein have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments necessary for a fair statement in
accordance with generally accepted accounting principles in the United States
of America. The results for the six-month period ended June 30, 2002 are not
necessarily indicative of the results expected for the full fiscal year. These
financial statements should be read in conjunction with our Annual Report on
Form 10-K for the year ended December 31, 2001. Stockholders are encouraged to
review the Form 10-K for a broader discussion of our business and the
opportunities and risks inherent in such business.

2. Revenue Recognition

We have not generated any revenue to date and our activities have
consisted primarily of developing products, raising capital and recruiting
personnel. Accordingly, we are considered to be in the development stage at
June 30, 2002 as defined in Statement of Financial Accounting Standards No. 7,
Accounting and Reporting by Development Stage Enterprises.

3. Collaborative Agreements

In March 2002, the Company entered into an agreement under which the
Company obtained an exclusive U.S. license to intellectual property surrounding
BGP-15, a novel, orally bioavailable small molecule that reduces cellular
stress induced by chemotherapy. The Company will have the right to develop and
market BGP-15 in the field of oncology and certain cardiovascular conditions.
In connection with the license, the Company made an upfront equity investment
of $1,000,000 in the licensor, and may also make a subsequent equity investment
upon the achievement of certain development milestones, as well as a cash
payment based on issuance of certain product related patents. In addition, the
Company will pay the licensor a royalty based on a percentage of net revenue
arising from sales of
BGP-15 in the U.S. if and when such sales occur.

4. Private Placement

On April 24, 2002, the Company completed a private stock sale of 2.5
million shares of common stock at a purchase price of $6 per share to
Perseus-Soros BioPharmaceutical Fund, L.P. for an aggregate purchase price of
$15 million, which resulted in net cash proceeds to the Company of
approximately $14.9 million to be used to fund future clinical development and
commercialization of RSR13 and BGP-15, a compound that was in-licensed in March
2002.

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5. Net Loss Per Common Share

Basic net loss per common share is computed using the weighted average
number of common shares outstanding during the period. Diluted net loss per
common share is computed using the weighted average number of common and
potential common shares outstanding during the period. Potential common shares
consist of stock options and warrants and have been excluded from the
computation of diluted net loss per common share because their effect was
anti-dilutive.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Managements Discussion and Analysis of Financial Condition
and Results of Operations, as well as information contained elsewhere in this
report, contains statements that constitute forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the SecuritiesExchange Act of 1934, as amended. You can
identify these statements by forward-looking words such as may, will,
expect, intend, anticipate, believe, estimate, plan, could,
should and continue or similar words. Actual results could differ
materially from those anticipated in these forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited
to, those mentioned in the discussion below and those described in the Risk
Factors discussion of our Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the Securities and Exchange Commission. As a
result, you should not place undue reliance on these forward-looking
statements. We do not intend to update or revise these forward-looking
statements to reflect future events or developments.

Overview

We are a biopharmaceutical company focused on developing and
commercializing innovative small molecule drugs for improving cancer
treatments. Small molecule drugs, in general, are non-protein products
produced by chemical synthesis rather than biologic methods. Our lead
compound, RSR13 (efaproxiral), is a synthetic small molecule that increases the
release of oxygen from hemoglobin, the oxygen-carrying protein contained within
red blood cells. We believe RSR13 can be used to improve existing treatments
and treat many diseases and clinical conditions attributed to or aggravated by
oxygen deprivation.

To date, we have devoted substantially all of our resources to research
and clinical development. We have not derived any commercial revenue from
product sales, and we do not expect to receive product revenue until at least
2004. We have incurred significant operating losses since our inception in
1992 and, as of June 30, 2002, had an accumulated deficit of $100,192,131.
There can be no assurance when or if we will become profitable. We expect to
continue to incur significant operating losses over the next several years as
we continue to incur increasing research and development costs, in addition to
costs related to clinical manufacturing and general administrative activities.
We expect that losses will fluctuate from quarter to quarter and that such
fluctuations may be substantial. Our achieving profitability depends upon our
ability, alone or with others, to successfully complete the development of our
product candidates, obtain required regulatory clearances and successfully
manufacture and market our future products.

Results of Operations

Operating Expenses

Research and Development

Research and development expenses include the costs of basic research,
nonclinical studies, clinical trials and biostatistical data analysis.
Research and development expenses were $4,290,000 for the three months ended
June 30, 2002, compared to $3,065,000 for the three months ended June 30, 2001,
which represents a $1,225,000, or 40%, increase. Excluding the impact of
non-cash charges (see Non-cash Charges below), research and development
expenses increased $1,333,000, or 48%. For the six months ended June 30, 2002
and 2001, research and development expenses were $8,229,000 and $5,846,000,
respectively, which represents a

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$2,382,000, or 41%, increase. Excluding the impact of non-cash charges,
research and development expenses increased $2,631,000, or 50%. The increase
in both periods was primarily due to higher clinical trial costs resulting from
increased enrollment in our current Phase III oncology study and personnel
costs to support the clinical trials. We expect research and development
expenses to continue to increase in 2002 as we continue enrollment in our
current Phase III trial and begin additional Phase II and Phase III trials.

Clinical Manufacturing

Clinical manufacturing expenses include the cost of third-party
manufacturing of RSR13 for use in clinical trials and costs associated with the
scale-up of manufacturing to support commercial requirements. Clinical
manufacturing expenses were $726,000 for the three months ended June 30, 2002,
compared to $1,191,000 for the three months ended June 30, 2001, which
represents a $465,000, or 39%, decrease. For the six months ended June 30,
2002 and 2001, clinical manufacturing expenses were $1,171,000 and $2,206,000,
respectively, which represents a $1,035,000, or 47%, decrease. The decrease in
both periods was attributable to the commercial scale validation runs in 2001,
which produced adequate bulk drug product to support our clinical development
trials. We expect clinical manufacturing expenses to increase during the
remainder of 2002 as we continue to scale-up our manufacturing to support
commercial requirements.

General and Administrative

General and administrative expenses include the costs to maintain our
corporate offices and related infrastructure. General and administrative
expenses were $2,537,000 for the three months ended June 30, 2002, compared to
$2,260,000 for the three months ended June 30, 2001, which represents a
$277,000, or 12%, increase. Excluding the impact of non-cash charges (see
Non-cash Charges below), general and administrative expenses increased
$544,000, or 32%. For the six months ended June 30, 2002 and 2001, general and
administrative expenses were $5,225,000 and $4,395,000, respectively, which
represents an $830,000, or 19%, increase. Excluding the impact of non-cash
charges, general and administrative expenses increased $1,263,000, or 40%. The
increase in both periods was the result of additional infrastructure costs
related to our new facility and increases in personnel costs and consulting
fees. We expect these costs to continue to increase as personnel is hired to
begin developing our commercial efforts.

Non-cash Charges

We have recorded stock-based compensation expense resulting from certain
options granted with exercise prices below the fair market value of our common
stock on their respective grant dates. For the three months ended June 30,
2002 and 2001, we recorded amortization of deferred stock compensation and
stock compensation expense of $479,000 and $870,000, respectively. Of the
$479,000 recorded for the three months ended June 30, 2002, $305,000 related to
general and administrative, $152,000 related to research and development and
the remaining $22,000 related to clinical manufacturing. Of the $870,000
recorded for the quarter ended June 30, 2001, $572,000 related to general and
administrative, $260,000 related to research and development and the remaining
$38,000 related to clinical manufacturing.

For the six months ended June 30, 2002 and 2001, we recorded amortization
of deferred stock compensation and stock compensation expense of $1,109,000 and
$1,822,000, respectively. Of the $1,109,000 recorded for the six months ended
June 30, 2002, $784,000 related to general and administrative, $280,000 related
to research and development and the remaining $45,000 related to clinical
manufacturing. Of the $1,822,000 recorded for the quarter ended June 30, 2001,
$1,217,000 related to general and administrative, $529,000 related to research
and development and the remaining $76,000 related to clinical manufacturing.

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Interest and Other Income, Net

Interest income, net of interest expense, was $675,000 and $1,256,000 for
the three months ended June 30, 2002 and 2001, respectively, representing a
decrease of $581,000, or 46%. For the six months ended June 30, 2002 and 2001,
net interest income was $1,287,000 and $2,809,000, respectively, representing a
decrease of $1,522,000, or 54%. The decrease for both periods was primarily a
result of lower average investment balances and lower yields on U.S. government
securities, high-grade commercial paper and notes, and money market funds held
by us.

Critical Accounting Policies

Our results of operations and financial position are determined based on
the application of our accounting policies, as discussed in the notes to the
financial statements. Certain of our accounting policies represent a selection
among acceptable alternatives under accounting principles generally accepted in
the United States of America. We have not determined how reported amounts
would differ based on the application of different accounting policies. We
also have not determined the likelihood that materially different amounts could
be reported under different conditions or using different assumptions.

The application of accounting policies requires the use of judgment and
estimates. As it relates to our company, estimates and forecasts are required
to determine deferred tax asset valuation reserves, employee benefit-related
liabilities, any impairment of assets and cash forecasts.

These matters that are subject to judgments and estimation are inherently
uncertain, and different amounts could be reported using different assumptions
and estimates. We use managements best estimates and judgments in determining
the appropriate amount to reflect in the financial statements, using historical
experience and all available information. We apply estimation methodologies
consistently from period to period.

Liquidity and Capital Resources

Our principal source of working capital has been private and public equity
financings and interest income.

As of June 30, 2002, we had approximately $4,717,000 in cash and cash
equivalents and $68,870,000 in investments. Net cash used in operating
activities of $9,421,000 and $6,824,000 during the six months ended June 30,
2002 and 2001, respectively, resulted primarily from the net loss for the
period offset by an increase in payables.

Net cash used in investing activities of $4,237,000 for the six months
ended June 30, 2002 consisted primarily of purchases of investments, net of
proceeds, investing in equity of another company and capital expenditures. Net
cash provided by investing activities of $6,273,000 for the six months ended
June 30, 2001, consisted primarily of proceeds from maturities of investments,
net of purchases.

Net cash provided by financing activities of $15,079,000 for the six
months ended June 30, 2002 resulted from the private sale of common stock to a
single investor and the exercise of common stock options. Net cash used in
financing activities of $579,000 for the six months ended June 30, 2001,
primarily resulted from pledging collateral for the letter of credit related to
our new facility.

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Below is a schedule of timing of contractual commitments related to our
leases and service contracts.

|                                   |  |      |         |      |  |      |         |      |  |      |         |            |  |       |         |  |  |   |         |  |  |   |           |  |  |   |           | 
|---------------------------------- |  | ---- | ------- | ---- |  | ---- | ------- | ---- |  | ---- | ------- | ---------- |  | ----- | ------- |  |  | - | ------- |  |  | - | --------- |  |  | - | --------- | 
|                                   |  | 2002 |         | 2003 |  | 2004 |         | 2005 |  | 2006 |         | Thereafter |  | Total
|                                   |  |      |         |      |  |      |         |      |  |      |         |            |  |      
|Operating leases                   |  | $    | 290,833 |      |  | $    | 577,911 |      |  | $    | 605,201 |            |  | $     | 557,568 |  |  | $ | 551,137 |  |  | $ | 1,068,421 |  |  | $ | 3,651,071 | 
|Other long-term
obligations        |  |      | 505,089 |      |  |      | 11,970  |      |  |      | 27,929  |            |  |       |        |  |  |   |        |  |  |   |          |  |  |   | 544,988   | 
|                                   |  |      |         |      |  |      |         |      |  |      |         |            |  |       |         |  |  |   |         |  |  |   |           |  |  |   |           | 
|Total contractual cash
obligations |  | $    | 795,922 |      |  | $    | 589,881 |      |  | $    | 633,130 |            |  | $     | 557,568 |  |  | $ | 551,137 |  |  | $ | 1,068,421 |  |  | $ | 4,196,059 | 
|                                   |  |      |         |      |  |      |         |      |  |      |         |            |  |       |         |  |  |   |         |  |  |   |           |  |  |   |           | 

Based upon the current status of our product development and
commercialization plans, we believe that our existing cash, cash equivalents
and investments, will be adequate to satisfy our capital needs through at least
the calendar year 2003. However, our actual capital requirements will depend
on many factors, including the status of product development; the time and cost
involved in conducting clinical trials and obtaining regulatory approvals;
filing, prosecuting and enforcing patent claims; competing technological and
market developments; and our ability to market and distribute our future
products and establish new collaborative and licensing arrangements.

Our forecast of the period of time through which our financial resources
will be adequate to support our operations is a forward-looking statement that
involves risks and uncertainties, and actual results could vary materially.
The factors described above will impact our future capital requirements and the
adequacy of our available funds. We may be required to raise additional funds
through public or private financings, collaborative relationships or other
arrangements. There can be no assurance that such additional funding, if
needed, will be available on terms attractive to us, or at all. Furthermore,
any additional equity financing may be dilutive to existing stockholders and
debt financing, if available, may involve restrictive covenants. Collaborative
arrangements, if necessary to raise additional funds, may require us to
relinquish rights to certain of our technologies, products or marketing
territories. Our failure to raise capital when needed could have a material
adverse effect on our business, financial condition and results of operations.

Market Risk

We own financial instruments that are sensitive to market risks as part of
our investment portfolio. The investment portfolio is used to preserve our
capital until it is required to fund operations. All of these market-risk
sensitive instruments are classified as held-to-maturity. We do not own
derivative financial instruments in our investment portfolio. Our investment
portfolio contains instruments that are subject to the risk of a decline in
interest rates. We maintain a non-trading investment portfolio of investment
grade, liquid debt securities that limit the amount of credit exposure to any
one issue, issuer or type of instrument. Due to the short duration and
conservative nature of these instruments, we do not believe that we have a
material exposure to interest rate risk.

Investment Risk

As of June 20, 2002, we held equity securities of another company in the
amount of $1,000,000. This investment is recorded at cost. We regularly
review the carrying value to identify and record losses when events and
circumstances indicate that a decline in the fair value of the asset below our
accounting basis is other-than-temporary. We do not believe that any
impairment has occurred at this time.

Risk Factors

In addition to the other information contained in this report, we caution
stockholders and potential investors that the following important risk factors,
among others, in some cases have affected, and in the future could affect, our
actual results of operations and could cause our actual results to differ
materially from those expressed in any forward-looking statements made by or on

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behalf of us. The following information is not intended to limit in any
way the characterization of other statements or information under other
captions as cautionary statements for such purpose. These factors include:



| |  | Delay, difficulty, or failure to obtain regulatory approval or clearance to market our product candidates, including delays
or difficulties in development because of insufficient proof of safety or efficacy.                                                                                                                                                                                                                                                                                                                                      
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Our limited experience in conducting and managing clinical trials; failure to conduct clinical trials in compliance with
applicable regulations and at an acceptable cost.                                                                                                                                                                                                                                                                                                                                                                           
| 
| |  | The ability to obtain, maintain and enforce intellectual property rights; the cost of acquiring in-process technology and
other intellectual property rights, either by license, collaboration or purchase of another entity; the cost of enforcing
or defending our intellectual property rights.                                                                                                                                                                                                                                                   
| 
| |  | Failure of third-party collaborators to conduct research and development activities, including drug discovery and clinical
testing; conflicts of interest or priorities that may arise between us and such third-party collaborators.                                                                                                                                                                                                                                                                                                                
| 
| |  | Dependence upon third parties to manufacture RSR13 bulk drug substance and formulated drug product; failure of third
parties to manufacture RSR13 bulk drug substance or formulated drug product in compliance with regulatory requirements and
at an acceptable cost; failure of third parties to supply sufficient quantities of RSR13 bulk drug substance or formulated
drug product for preclinical, clinical or commercial purposes; failure to establish alternative sources of supply of RSR13
bulk drug substance or formulated drug product.
| 
| |  | The ability to create sales, marketing and distribution capabilities for our product candidates, or enter into agreements
with third parties to perform these functions.                                                                                                                                                                                                                                                                                                                                                                             
| 
| |  | The ability to obtain acceptable prices or adequate levels of reimbursement for our products from third-party payors,
including government and health administration authorities and private health insurers.                                                                                                                                                                                                                                                                                                                                        
| 
| |  | Difficulties or the high cost of obtaining adequate financing to fund future research, development and commercialization of
product candidates.                                                                                                                                                                                                                                                                                                                                                                                                      
| 
| |  | Competitive or market factors that may limit the use or broad acceptance of our product candidates.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| 
| |  | The ability to attract and retain highly qualified management and scientific personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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PART II. OTHER INFORMATION




Item 1. Legal Proceedings

None




Item 2. Changes in Securities and Use of Proceeds

On April 24, 2002, the Company completed a private stock sale of 2.5
million shares of common stock at a purchase price of $6 per share to
Perseus-Soros BioPharmaceutical Fund, L.P. for an aggregate purchase price of
$15 million, which resulted in net cash proceeds to the Company of
approximately $14.9 million to be used to fund future clinical development and
commercialization of RSR13 and BGP-15, a compound that was in-licensed in March
2002. The sale and issuance of common stock was deemed to be exempt from
registration under the Act, as amended by virtue of Regulation D promulgated
under such Act. Perseus-Soros BioPharmaceutical Fund, L.P. represented that it
was an accredited investor within the meaning of Rule 501(a) of the Act and
that it was acquiring the securities for investment only and not with the view
to the distribution thereof. The Company filed a registration statement on
Form S-3 (No. 333-87858) pursuant to the Act, as amended, with the Securities
and Exchange Commission related to the resale of the securities.




Item 3. Defaults Upon Senior Securities

None




Item 4. Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders
on April 23, 2002. At such meeting, the following actions
were voted upon:



| | a. |  | Election of Directors
| | -- |  | ---------------------

|                                |  |  |            |  |          |  |        | 
|------------------------------- |  |  | ---------- |  | -------- |  | ------ | 
|                                |  |  | For        |  | Withheld | 
|                                |  |  |            |  |          | 
|Stephen J. Hoffman, Ph.D., M.D. |  |  | 16,895,098 |  |          |  | 30,785 | 
|Michael E. Hart                 |  |  | 16,894,998 |  |          |  | 30,885 | 
|Donald J. Abraham, Ph.D.        |  |  | 16,894,963 |  |          |  | 30,920 | 
|Mark G. Edwards                 |  |  | 16,891,063 |  |          |  | 34,820 | 
|Marvin E. Jaffe, M.D.           |  |  | 16,895,263 |  |          |  | 30,620 | 



| | b. |  | Ratification of PricewaterhouseCoopers, LLP as the
Companys independent accountants for the fiscal year ending
December 31, 2002.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------

| |  |     |            |         |  |             |        |  |  |  |       | 
| |  | --- | ---------- | ------- |  | ----------- | ------ |  |  |  | ----- | 
| |  | For |            | Against |  | Abstentions
| |  |     |            |         |  |            
| |  |     | 16,913,683 |         |  |             | 10,700 |  |  |  | 1,500 | 




Item 5. Other Information

None




Item 6. Exhibits and Reports on Form 8-K



| | a. |  | Exhibits
| | -- |  | --------

|            |          |             |                                                                                                                                           |  | 
|----------- | -------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit No. |          | Description
|            |          |            
|            | 10.23(1) |             | Securities Purchase Agreement, dated April 24, 2002, by and among Allos Therapeutics, Inc. and Perseus-Soros BioPharmaceutical Fund, L.P.

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|            |          |             |                                                                                                                                           |  | 
|----------- | -------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit No. |          | Description
|            |          |            
|            | 10.24(1) |             | Registration Rights Agreement, dated April 24, 2002, by and among Allos Therapeutics, Inc. and Perseus-Soros BioPharmaceutical Fund, L.P.
|            | 10.25    |             | Employment Agreement between Mr. Daniel R. Hudspeth and Allos Therapeutics, Inc., effective April 23, 2002.                               | 



---

|(1) |  | Incorporated by reference to the Companys Current
Report on Form 8-K (File No. 000-29815), as filed with the SEC
on April 30, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

| |    |  |                    
| | -- |  | -------------------
| | b. |  | Reports on Form 8-K

| | 1. |  | On April 30, 2002, the Company filed a
Current Report on Form 8-K with respect to its $15 million
private placement of common stock.                                                                                             
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | On May 22, 2002, the Company filed a
Current Report on Form 8-K with respect to a board member
entering into a trading plan, effective May 13, 2002,
complying with Rule 10b5-1 and the Companys amended
Insider Trading Policy.
|
| | 3. |  | On June 3, 2002, the Company filed a
Current Report on Form 8-K with respect to a board member
entering into a trading plan, effective May 24, 2002,
complying with Rule 10b5-1 and the Companys amended
Insider Trading Policy.
|
| | 4. |  | On June 12, 2002, the Company filed a
Current Report on Form 8-K with respect to the election of
Michael D. Casey to the Board of Directors and his
appointment to the Audit Committee of the Board of
Directors.                

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|      |  |               |  |                                                                                    
|----- |  | ------------- |  | -----------------------------------------------------------------------------------
|Date: |  | July 22, 2002 |  | ALLOS THERAPEUTICS, INC.                                                           
|     
|      |  |               |  | /s/ Daniel R. HudspethDaniel R. Hudspeth
Vice President and Chief Financial Officer
|     
|      |  |               |  | /s/ Paulette M. WilsonPaulette M. Wilson
Controller                                

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EXHIBIT INDEX

|            |          |             |                                                                                                                                           |  | 
|----------- | -------- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Exhibit No. |          | Description
|            |          |            
|            | 10.23(1) |             | Securities
Purchase Agreement, dated April 24, 2002, by and among Allos
Therapeutics, Inc. and Perseus-Soros BioPharmaceutical Fund, L.P.
|            | 10.24(1) |             | Registration
Rights Agreement, dated April 24, 2002, by and among Allos
Therapeutics, Inc. and Perseus-Soros BioPharmaceutical Fund, L.P.
|            | 10.25    |             | Employment
Agreement between Mr. Daniel R. Hudspeth and Allos Therapeutics, Inc., effective April 23, 2002.                              



---

|(1) |  | Incorporated by reference to the Companys Current Report on
Form 8-K (File No. 000-29815), as filed with the SEC on April 30,
2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

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