**Exhibit 3.2**

**CERTIFICATE OFDESIGNATIONOFSERIES A JUNIOR PARTICIPATING PREFERRED STOCK(Pursuant to Section 151 of theDelaware General Corporation Law)**

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

**Resolved,**that pursuant to the authority granted to and vested in the Board of Directorsof the Company in accordance with the provisions of its Amended and RestatedCertificate of Incorporation, the Board of Directors hereby creates a series ofPreferred Stock, par value $.001 per share, of the Company and hereby statesthe designation and number of shares, and fixes the relative designations andthe powers, preferences and rights, and the qualifications, limitations andrestrictions thereof (in addition to the provisions set forth in theCertificate of Incorporation of the Company, which are applicable to thePreferred Stock of all classes and series), as follows:

Series A Junior Participating Preferred Stock:

**Section 1. Designation and Amount.** One million (1,000,000) shares of Preferred Stock, $.001 par value,are designated “Series A Junior Participating Preferred Stock” with thedesignations and the powers, preferences and rights, and the qualifications,limitations and restrictions specified herein (the “Junior Preferred Stock”).Such number of shares may be increased or decreased by resolution of the Boardof Directors; *provided,* that nodecrease shall reduce the number of shares of Junior Preferred Stock to anumber less than the number of shares then outstanding plus the number ofshares reserved for issuance upon the exercise of outstanding options, rightsor warrants or upon the conversion of any outstanding securities issued by theCompany convertible into Junior Preferred Stock.

**Section 2.Dividends and Distributions.**

**(A)  **Subjectto the rights of the holders of any shares of any series of Preferred Stock (orany similar stock) ranking prior and superior to the Junior Preferred Stockwith respect to dividends, the holders of shares of Junior Preferred Stock, inpreference to the holders of Common Stock, par value $.001 per share (the “CommonStock”), of the Company, and of any other junior stock, shall be entitled toreceive, when, as and if declared by the Board of Directors out of fundslegally available for the purpose, quarterly dividends payable in cash on thefirst day of April, July, October and January in each year (each suchdate being referred to herein as a “Quarterly Dividend Payment Date”),commencing on the first Quarterly Dividend Payment Date after the firstissuance of a share or fraction of a share of Junior Preferred Stock, in anamount per share (rounded to the nearest cent) equal to the greater of(a) $l.00 or (b) subject to the provision for adjustment hereinafterset forth, 100 times the aggregate per share amount of all cash dividends, and100 times the aggregate per share amount (payable in kind) of all non-cashdividends or other distributions, other than a dividend payable in shares ofCommon Stock or a subdivision of the outstanding shares of Common Stock (byreclassification or otherwise), declared on the Common Stock since theimmediately preceding Quarterly Dividend Payment Date or, with respect to thefirst Quarterly Dividend Payment Date, since the first issuance of any share orfraction of a share of Junior Preferred Stock. In the event the Company shallat any time declare or pay any dividend on the Common Stock payable in sharesof Common Stock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the amount to whichholders of shares of Junior Preferred 

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Stock were entitled immediatelyprior to such event under clause (b) of the preceding sentence shall beadjusted by multiplying such amount by a fraction, the numerator of which isthe number of shares of Common Stock outstanding immediately after such eventand the denominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event.

**(B)**   TheCompany shall declare a dividend or distribution on the Junior Preferred Stockas provided in paragraph (A) of this Section immediately afterit declares a dividend or distribution on the Common Stock (other than adividend payable in shares of Common Stock); *provided*,that in the event no dividend or distribution shall have been declared on theCommon Stock during the period between any Quarterly Dividend Payment Date andthe next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 pershare on the Junior Preferred Stock shall nevertheless be payable on suchsubsequent Quarterly Dividend Payment Date.

**(C)**   Dividendsshall begin to accrue and be cumulative on outstanding shares of JuniorPreferred Stock from the Quarterly Dividend Payment Date next preceding thedate of issue of such shares, unless the date of issue of such shares is priorto the record date for the first Quarterly Dividend Payment Date, in which casedividends on such shares shall begin to accrue from the date of issue of suchshares, or unless the date of issue is a Quarterly Dividend Payment Date or isa date after the record date for the determination of holders of shares ofJunior Preferred Stock entitled to receive a quarterly dividend and before suchQuarterly Dividend Payment Date, in either of which events such dividends shallbegin to accrue and be cumulative from such Quarterly Dividend Payment Date.Accrued but unpaid dividends shall not bear interest. Dividends paid on theshares of Junior Preferred Stock in an amount less than the total amount ofsuch dividends at the time accrued and payable on such shares shall be allocatedpro rata on a share-by-share basis among all such shares at the timeoutstanding. The Board of Directors may fix a record date for the determinationof holders of shares of Junior Preferred Stock entitled to receive payment of adividend or distribution declared thereon, which record date shall be not morethan 60 days prior to the date fixed for the payment thereof.

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

**(A)**   Subjectto the provision for adjustment hereinafter set forth, each share of JuniorPreferred Stock shall entitle the holder thereof to 100 votes on all matterssubmitted to a vote of the stockholders of the Company. In the event theCompany shall at any time declare or pay any dividend on the Common Stockpayable in shares of Common Stock, or effect a subdivision or combination orconsolidation of the outstanding shares of Common Stock (by reclassification orotherwise than by payment of a dividend in shares of Common Stock) into agreater or lesser number of shares of Common Stock, then in each such case thenumber of votes per share to which holders of shares of Junior Preferred Stockwere entitled immediately prior to such event shall be adjusted by multiplyingsuch number by a fraction, the numerator of which is the number of shares ofCommon Stock outstanding immediately after such event and the denominator ofwhich is the number of shares of Common Stock that were outstanding immediatelyprior to such event.

**(B)**   Exceptas otherwise provided herein, in any other Certificate of Designation creatinga series of Preferred Stock or any similar stock, or by law, the holders ofshares of Junior Preferred Stock and the holders of shares of Common Stock andany other capital stock of the Company having general voting rights shall votetogether as one class on all matters submitted to a vote of stockholders of theCompany.

**(C)  **Exceptas set forth herein, or as otherwise provided by law, holders of JuniorPreferred Stock shall have no special voting rights and their consent shall notbe required (except to the 

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extent they are entitled to votewith holders of Common Stock as set forth herein) for taking any corporateaction.

**Section 4.Certain Restrictions.**

**(A)**   Wheneverquarterly dividends or other dividends or distributions payable on the JuniorPreferred Stock as provided in Section 2 are in arrears, thereafter anduntil all accrued and unpaid dividends and distributions, whether or notdeclared, on shares of Junior Preferred Stock outstanding shall have been paidin full, the Company shall not:

**(i)  **declareor pay dividends, or make any other distributions, on any shares of stockranking junior (either as to dividends or upon liquidation, dissolution orwinding up) to the Junior Preferred Stock;

**(ii)**   declareor pay dividends, or make any other distributions, on any shares of stockranking on a parity (either as to dividends or upon liquidation, dissolution orwinding up) with the Junior Preferred Stock, except dividends paid ratably onthe Junior Preferred Stock and all such parity stock on which dividends arepayable or in arrears in proportion to the total amounts to which the holdersof all such shares are then entitled;

**(iii)  **redeem or purchase or otherwise acquire for consideration shares of anystock ranking junior (either as to dividends or upon liquidation, dissolutionor winding up) to the Junior Preferred Stock, provided that the Company may atany time redeem, purchase or otherwise acquire shares of any such junior stockin exchange for shares of any stock of the Company ranking junior (either as todividends or upon dissolution, liquidation or winding up) to the JuniorPreferred Stock; or

**(iv)  **redeem or purchase or otherwise acquire for consideration any shares ofJunior Preferred Stock, or any shares of stock ranking on a parity (either asto dividends or upon liquidation, dissolution or winding up) with the JuniorPreferred Stock, except in accordance with a purchase offer made in writing orby publication (as determined by the Board of Directors) to all holders of suchshares upon such terms as the Board of Directors, after consideration of therespective annual dividend rates and other relative rights and preferences ofthe respective series and classes, shall determine in good faith will result infair and equitable treatment among the respective series or classes.

**(B)  **TheCompany shall not permit any subsidiary of the Company to purchase or otherwiseacquire for consideration any shares of stock of the Company unless the Companycould, under paragraph (A) of this Section 4, purchase orotherwise acquire such shares at such time and in such manner.

**Section 5. Reacquired Shares.**  Any sharesof Junior Preferred Stock purchased or otherwise acquired by the Company in anymanner whatsoever shall be retired and cancelled promptly after the acquisitionthereof. All such shares shall upon their cancellation become authorized butunissued shares of Preferred Stock and may be reissued as part of a new seriesof Preferred Stock subject to the conditions and restrictions on issuance setforth herein, in the Amended and Restated Certificate of Incorporation, or inany other Certificate of Designation creating a series of Preferred Stock orany similar stock or as otherwise required by law.

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

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

**Section 7. Consolidation, Merger,Etc.**  In case the Company shall enter into anyconsolidation, merger, combination or other transaction in which the shares ofCommon Stock are exchanged for or changed into other stock or securities, cashand/or any other property, then in any such case each share of Junior PreferredStock shall at the same time be similarly exchanged or changed into an amountper share, subject to the provision for adjustment hereinafter set forth, equalto 100 times the aggregate amount of stock, securities, cash and/or any otherproperty (payable in kind), as the case may be, into which or for which eachshare of Common Stock is changed or exchanged. In the event the Company shallat any time declare or pay any dividend on the Common Stock payable in sharesof Common Stock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the amount set forthin the preceding sentence with respect to the exchange or change of shares ofJunior Preferred Stock shall be adjusted by multiplying such amount by afraction, the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior tosuch event.

**Section 8. No Redemption.**  The sharesof Junior Preferred Stock shall not be redeemable.

**Section 9. Rank.**  The JuniorPreferred Stock shall rank, with respect to the payment of dividends and thedistribution of assets, junior to all series of any other class of the Company’sPreferred Stock.

**Section 10. Amendment.**  TheAmended and Restated Certificate of Incorporation of the Company shall not beamended in any manner which would materially alter or change the powers,preferences or special rights of the Junior Preferred Stock so as to affectthem adversely without the affirmative vote of the holders of at leasttwo-thirds of the outstanding shares of Junior Preferred Stock, voting togetheras a single class.

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** **

**IN WITNESS WHEREOF,** the undersigned have executed this certificate asof May 6, 2003.

 
|        | /s/ Michael E. Hart                                                          |
|--------|------------------------------------------------------------------------------|
|   | Michael E. Hart                                                              |
|   | President and Chief Executive Officer                                        |
|   |                                                                         |
|   | /s/ Daniel R. Hudspeth                                                       |
|   | Daniel R. Hudspeth                                                           |
|   | Chief Financial Officer, Vice President of Finance,  Treasurer and Secretary |

 

 

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