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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 September 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 November 8, 2002, there were 25,841,552 shares of the
Registrants Common Stock outstanding, par value $0.001 per share.

This quarterly report on Form 10-Q consists of 20 pages.
The exhibit index is located on page 18.





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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
|                                                 | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                 | ITEM 4. Controls and Procedures                                                              
|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                                      
|CERTIFICATIONS                                  
|EXHIBIT INDEX                                   
|EX-10.26 Employment Agreement - David A. DeLong 
|EX-99.1 Certification of Chief Executive Officer
|EX-99.2 Certification of Chief Financial Officer



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##### Table of Contents



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 September 30, 2002                                                                                                                    |    |        | 3 | 
|                              |                                                                                               | Statements of Operations (unaudited) 
for the three and nine months ended September 30,
2001 and 2002 and the cumulative period from
September 1, 1992 (inception) through September
30, 2002 |    |        | 4 | 
|                              |                                                                                               | Statements of Cash Flows (unaudited) 
for the nine months ended September 30, 2001 and
2002 and the cumulative period from September 1,
1992 (inception) through September 30, 2002           |    |        | 5 | 
|                              |                                                                                               | Notes to Financial Statements (unaudited)                                                                                                                                                      |    |        | 6 | 
|                              | ITEM 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                                                                                                                |    | 8      |  
|                              | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                                                                                                |    | 12     |  
|                              | ITEM 4. Controls and Procedures                                                               |                                                                                                                                                                                                |    | 13     |  
|PART II. Other Information    |                                                                                               |                                                                                                                                                                                                | 14 |       
|                              | ITEM 1. Legal Proceedings                                                                     |                                                                                                                                                                                                |    | 14     |  
|                              | ITEM 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                                                                                                |    | 14     |  
|                              | ITEM 3. Defaults Upon Senior Securities                                                       |                                                                                                                                                                                                |    | 14     |  
|                              | ITEM 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                                                                                                |    | 14     |  
|                              | ITEM 5. Other Information                                                                     |                                                                                                                                                                                                |    | 14     |  
|                              | ITEM 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                                                                |    | 14     |  
|SIGNATURES AND CERTIFICATIONS |                                                                                               |                                                                                                                                                                                                | 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, |           | September 30,
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            | 2001         |           | 2002         
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |              
|ASSETS                                                                                          |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |              
|Current assets:                                                                                 |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |              
|                                                                                                | Cash and cash equivalents                                                                                                                                                                                                   |                            | $                                          | 2,745,151   |            |              | $         | 3,235,457     |           
|                                                                                                | Restricted cash                                                                                                                                                                                                             |                            |                                            | 550,000     |            |              |           | 550,000       |           
|                                                                                                | Short-term investments                                                                                                                                                                                                      |                            |                                            | 56,473,499  |            |              |           | 56,455,702    |           
|                                                                                                | Prepaid expenses  research                                                                                                                                                                                                 |                            |                                            | 787,627     |            |              |           | 1,146,091     |           
|                                                                                                | Prepaid expenses  other                                                                                                                                                                                                    |                            |                                            | 90,866      |            |              |           | 191,013       |           
|                                                                                                | Other assets                                                                                                                                                                                                                |                            |                                            | 25,956      |            |              |           | 18,700        |           
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           
|                                                                                                |                                                                                                                                                                                                                             | Total current assets       |                                            |             | 60,673,099 |              |           |               | 61,596,963 |           
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           
|Long-term marketable securities                                                                 |                                                                                                                                                                                                                             |                            | 9,843,198                                  |             |            |              | 7,269,014 |              
|Property and equipment (net of accumulated depreciation of $443,917 and
$791,869, respectively) |                                                                                                                                                                                                                             |                            | 1,653,588                                  |             |            |              | 1,840,994 |              
|Long-term investment in equity securities                                                       |                                                                                                                                                                                                                             |                            |                                           |             |            |              | 1,000,000 |              
|Other assets                                                                                    |                                                                                                                                                                                                                             |                            | 4,364                                      |             |            |              | 4,364     |              
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           
|                                                                                                |                                                                                                                                                                                                                             |                            | Total assets                               |             | $          | 72,174,249   |           |               | $          | 71,711,335 | 
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           
|LIABILITIES AND STOCKHOLDERS EQUITY                                                            |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |              
|Current liabilities:                                                                            |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |              
|                                                                                                | Accounts payable  related parties                                                                                                                                                                                          |                            | $                                          | 82,631      |            |              | $         | 140,107       |           
|                                                                                                | Accounts payable  research                                                                                                                                                                                                 |                            |                                            | 3,440,895   |            |              |           | 6,145,137     |           
|                                                                                                | Accounts payable  trade                                                                                                                                                                                                    |                            |                                            | 359,552     |            |              |           | 281,171       |           
|                                                                                                | Accrued compensation and employee benefits                                                                                                                                                                                  |                            |                                            | 1,140,275   |            |              |           | 979,153       |           
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           
|                                                                                                |                                                                                                                                                                                                                             | Total current liabilities  |                                            |             | 5,023,353  |              |           |               | 7,545,568  |           
|Stockholders equity:                                                                           |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |              
|                                                                                                | Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31,
2001
and September 30, 2002, no shares issued or outstanding at December 31, 2001 and
September 30, 2002                                    |                            |                                            |            |            |              |           |              |           
|                                                                                                | Common stock, $0.001 par value; 75,000,000 shares authorized at December 31, 2001
and September 30, 2002; 23,139,197 and 25,740,112 shares issued and outstanding
at
December 31, 2001 and September 30, 2002, respectively |                            |                                            | 23,139      |            |              |           | 25,740        |           
|                                                                                                | Additional paid-in capital                                                                                                                                                                                                  |                            |                                            | 156,925,292 |            |              |           | 170,833,367   |           
|                                                                                                | Accumulated deficit                                                                                                                                                                                                         |                            |                                            | (86,853,945 | )          |              |           | (105,480,448  | )         
|                                                                                                | Deferred compensation related to grant of options                                                                                                                                                                           |                            |                                            | (2,943,590  | )          |              |           | (1,212,892    | )         
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           
|                                                                                                |                                                                                                                                                                                                                             | Total stockholders equity |                                            |             | 67,150,896 |              |           |               | 64,165,767 |           
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           
|                                                                                                |                                                                                                                                                                                                                             |                            | Total liabilities and stockholders equity |             | $          | 72,174,249   |           |               | $          | 71,711,335 | 
|                                                                                                |                                                                                                                                                                                                                             |                            |                                            |             |            |              |           |               |           

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 |            | Nine Months Ended |            | Period from        
|                                                                     |                            |                          |            |            | September 30,      |            | September 30,     |            | September 1, 1992  
|                                                                     |                            |                          |            |            |                    |            |                   |            | (inception) through
|                                                                     |                            |                          |            |            | 2001               |            | 2002              |            | 2001                |            | 2002        |            | September 30, 2002
|                                                                     |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                   
|Operating expenses:                                                  |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |           
|                                                                     | Research and development   |                          | $          | 3,344,297  |                    |            | $                 | 1,937,299  |                     |            | $           | 9,190,717  |                    |             | $           | 10,165,973 |            |             | $            | 56,507,782 |            
|                                                                     | Clinical manufacturing     |                          |            | 640,348    |                    |            |                   | 1,242,430  |                     |            |             | 2,845,856  |                    |             |             | 2,413,709  |            |             |              | 13,922,422 |            
|                                                                     | General and administrative |                          |            | 2,412,052  |                    |            |                   | 2,657,133  |                     |            |             | 6,807,196  |                    |             |             | 7,882,198  |            |             |              | 38,105,226 |            
|                                                                     |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |            |            
|                                                                     |                            | Total operating expenses |            |            | 6,396,697          |            |                   |            | 5,836,862           |            |             |            | 18,843,769         |             |             |            | 20,461,880 |             |              |            | 108,535,430 |            
|Loss from operations                                                 |                            |                          | (6,396,697 | )          |                    |            | (5,836,862        | )          |                     |            | (18,843,769 | )          |                    |             | (20,461,880 | )          |            |             | (108,535,430 | )         
|Interest and other income, net                                       |                            |                          | 1,268,233  |            |                    |            | 548,545           |            |                     |            | 4,077,542   |            |                    |             | 1,835,377   |            |            |             | 12,667,957   |           
|                                                                     |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |            |            
|                                                                     |                            |                          | Net loss   |            |                    | (5,128,464 | )                 |            |                     | (5,288,317 | )           |            |                    | (14,766,227 | )           |            |            | (18,626,503 | )            |            |             | (95,867,473 | )
|Dividend related to beneficial conversion feature
of preferred stock |                            |                          |           |            |                    |            |                  |            |                     |            |            |            |                    |             |            |            |            |             | (9,612,975   | )         
|                                                                     |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |            |            
|Net loss attributable to common stockholders                         |                            | $                        | (5,128,464 | )          |                    | $          | (5,288,317        | )          |                     | $          | (14,766,227 | )          |                    | $           | (18,626,503 | )          |            | $           | (105,480,448 | )         
|                                                                     |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |           
|Net loss per common share:                                           |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |           
|                                                                     | Basic and diluted          |                          | $          | (0.22      | )                  |            | $                 | (0.21      | )                   |            | $           | (0.64      | )                  |             | $           | (0.76      | )          |             |              |            |            
|                                                                     |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |           
|Weighted average common shares:                                      |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |           
|                                                                     | Basic and diluted          |                          |            | 22,961,185 |                    |            |                   | 25,724,192 |                     |            |             | 22,958,764 |                    |             |             | 24,641,088 |            |             |              |            |            
|                                                                     |                            |                          |            |            |                    |            |                   |            |                     |            |             |            |                    |             |             |            |            |             |              |           

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)

|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |            |             |  
|---------------------------------------------------------------------------------------- | ------------------------------------------ | --------------------------------------------------- | ----------- | ----------------- | ----------- | ---------------------- | ----------- | ------------------ | ----------- | - | ------------ | ---------- | ----------- | -
|                                                                                         |                                            |                                                     |             | Nine Months Ended |             | Cumulative Period from
|                                                                                         |                                            |                                                     |             | September 30,     |             | September 1, 1992     
|                                                                                         |                                            |                                                     |             |                   |             | (inception) through   
|                                                                                         |                                            |                                                     |             | 2001              |             | 2002                   |             | September 30, 2002
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                   
|Cash Flows From Operating Activities                                                     |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Net loss                                                                                 |                                            | $                                                   | (14,766,227 | )                 |             | $                      | (18,626,503 | )                  |             | $ | (95,867,473  | )         
|Adjustments to reconcile net loss to net cash used in
operating activities:              |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Depreciation and amortization                                                            |                                            |                                                     | 178,049     |                   |             |                        | 347,952     |                    |             |   | 1,099,219    |           
|Stock-based compensation expense                                                         |                                            |                                                     | 2,678,802   |                   |             |                        | 500,947     |                    |             |   | 21,503,222   |           
|Other                                                                                    |                                            |                                                     | 6,368       |                   |             |                        | 21,531      |                    |             |   | 104,655      |           
|Changes in assets and liabilities:                                                       |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|                                                                                         | Prepaids and other assets                  |                                                     |             | (689,214          | )           |                        |             | (451,355           | )           |   |              | (1,360,169 | )          
|                                                                                         | Interest receivable on investments         |                                                     |             | (213,476          | )           |                        |             | 357,731            |             |   |              | (986,652   | )          
|                                                                                         | Accounts payable  research                |                                                     |             | 1,203,855         |             |                        |             | 2,704,242          |             |   |              | 2,786,873  |            
|                                                                                         | Accounts payable  related parties         |                                                     |             | (18,491           | )           |                        |             | 57,476             |             |   |              | 3,498,372  |            
|                                                                                         | Accounts payable  trade                   |                                                     |             | 814,458           |             |                        |             | (78,381            | )           |   |              | 281,171    |            
|                                                                                         | Accrued compensation and employee benefits |                                                     |             | 481,711           |             |                        |             | (161,122           | )           |   |              | 979,153    |            
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|                                                                                         |                                            | Net cash used in operating activities               |             |                   | (10,324,165 | )                      |             |                    | (15,327,482 | ) |              |            | (67,961,629 | )
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Cash Flows From Investing Activities                                                     |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Acquisition of property and equipment                                                    |                                            |                                                     | (1,528,849  | )                 |             |                        | (535,358    | )                  |             |   | (2,681,741   | )         
|Purchase of marketable securities                                                        |                                            |                                                     | (38,033,187 | )                 |             |                        | (38,073,250 | )                  |             |   | (229,999,556 | )         
|Proceeds from maturities of marketable securities                                        |                                            |                                                     | 51,113,722  |                   |             |                        | 40,307,500  |                    |             |   | 167,261,492  |           
|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 |             |                   | 11,551,686  |                        |             |                    | 698,892     |   |              |            | (66,370,118 | )
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Cash Flows From Financing Activities                                                     |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Principal payments under capital leases                                                  |                                            |                                                     | (69,320     | )                 |             |                        |            |                    |             |   | (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                            |                                            |                                                     |            |                   |             |                        | 14,931,773  |                    |             |   | 97,701,169   |           
|Proceeds from issuance of common stock associated with
stock options and purchase rights |                                            |                                                     | 8,926       |                   |             |                        | 187,123     |                    |             |   | 431,822      |           
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|                                                                                         |                                            | Net cash provided by (used in) financing activities |             |                   | (610,394    | )                      |             |                    | 15,118,896  |   |              |            | 137,567,204 |  
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Net increase in cash and cash equivalents                                                |                                            |                                                     | 617,127     |                   |             |                        | 490,306     |                    |             |   | 3,235,457    |           
|Cash and cash equivalents, beginning of period                                           |                                            |                                                     | 1,565,693   |                   |             |                        | 2,745,151   |                    |             |   |             |           
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Cash and cash equivalents, end of period                                                 |                                            | $                                                   | 2,182,820   |                   |             | $                      | 3,235,457   |                    |             | $ | 3,235,457    |           
|                                                                                         |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Supplemental Schedule of Noncash Operating
And Financing Activities                      |                                            |                                                     |             |                   |             |                        |             |                    |             |   |              |           
|Cash paid for interest                                                                   |                                            | $                                                   | 583,187     |                   |             | $                      | 203,250     |                    |             | $ | 1,078,063    |           
|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 unaudited financial statements of Allos Therapeutics, Inc. (referred
to herein as the Company, we, us or our), included herein reflect all
adjustments, consisting only of normal recurring adjustments, which in the
opinion of management are necessary to fairly present the financial position,
results of operations and cash flows of the Company for the periods presented.
Certain information and footnote disclosures normally included in audited
financial information prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to the Securities and Exchange Commissions rules and
regulations. The results of operations for the period ended September 30, 2002
are not necessarily indicative of the results to be expected for any subsequent
quarter or for the entire fiscal year ending December 31, 2002. These
financial statements should be read in conjunction with the financial
statements and notes thereto which are included in the Companys 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 as of
September 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 with N-Gene Research
Laboratories, Inc., 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 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 licensed from N-Gene
Research Laboratories, Inc. in March 2002.

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5. Stock-Based Compensation

We have recorded stock-based compensation expense resulting primarily from
certain options granted prior to our initial public offering with exercise
prices below the fair market value of our common stock on their respective
grant dates. As a result of the cancellation of an employees unvested options
pursuant to APB No. 25, Accounting for Stock Issued to Employeesand related
Interpretations, we have recorded a reversal of prior periods expense in the
amount of $1,162,000 in the second quarter of 2002.

6. 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 is
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 Securities Exchange 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 a substantial amount of our resources to research
and clinical development. We have not derived any commercial revenue from
product sales, and we do not expect to earn product revenue until at least
2004. We have incurred significant operating losses since our inception in
1992 and, as of September 30, 2002, had an accumulated deficit of $105,480,448.
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.

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.

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We use managements best estimates and judgments in determining the
appropriate amount to reflect in the financial statements, using historical
experience, available information and assumptions that we believe to be
reasonable under the circumstances. We apply estimation methodologies
consistently from period to period. The actual results may differ from these
estimates under different assumptions or conditions. We have not made any
changes in any of these critical accounting policies during the nine months
ended September 30, 2002.

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 $1,937,000 for the three months ended
September 30, 2002, compared to $3,344,000 for the three months ended September
30, 2001, which represents a $1,407,000, or 42%, decrease. Excluding the
impact of non-cash charges (see Non-cash Charges below), research and
development expenses decreased $130,000, or 4%. This decrease was primarily
due to lower clinical trial costs resulting from early completion of enrollment
of our Phase 3 oncology study.

For the nine months ended September 30, 2002 and 2001, research and
development expenses were $10,166,000 and $9,191,000, respectively, which
represents a $975,000, or 11%, increase. Excluding the impact of non-cash
charges, research and development expenses increased $2,501,000, or 30%. The
increase was primarily due to higher clinical trial costs resulting from
increased enrollment in our current Phase 3 oncology study and personnel costs
to support the clinical trials. We expect research and development expenses to
increase in the future as we continue our Phase 3 trial and begin additional
clinical 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 in anticipation of commercial requirements. Clinical
manufacturing expenses were $1,242,000 for the three months ended September 30,
2002, compared to $640,000 for the three months ended September 30, 2001, which
represents a $602,000, or 94%, increase. The increase is due to initiating
process validation and manufacturing scale-up efforts with our second supplier
of bulk drug substance and work and support for our newly in-licensed project
BGP-15.

For the nine months ended September 30, 2002 and 2001, clinical
manufacturing expenses were $2,414,000 and $2,846,000, respectively, which
represents a $432,000, or 15%, decrease. The decrease was attributable to the
commercial scale validation runs in 2001, which produced adequate bulk drug
product to support our clinical development trials through the end of 2002. We
expect clinical manufacturing expenses to increase in the future as we continue
to incur additional costs for third-party manufacturing to support anticipated
commercial requirements.

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General and Administrative

General and administrative expenses include executive administration
expenses, costs to maintain our corporate offices and related infrastructure
and corporate development expenses. General and administrative expenses were
$2,657,000 for the three months ended September 30, 2002, compared to
$2,412,000 for the three months ended September 30, 2001, which represents a
$245,000, or 10%, increase. Excluding the impact of non-cash charges (see
Non-cash Charges below), general and administrative expenses increased
$417,000, or 23%.

For the nine months ended September 30, 2002 and 2001, general and
administrative expenses were $7,882,000 and $6,807,000, respectively, which
represents a $1,075,000, or 16%, increase. Excluding the impact of non-cash
charges, general and administrative expenses increased $1,681,000, or 33%. 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 are hired to
begin developing our commercial efforts.

Non-cash Charges

We have recorded stock-based compensation expense resulting primarily from
certain options granted prior to our initial public offering with exercise
prices below the fair market value of our common stock on their respective
grant dates. For the three months ended September 30, 2002 and 2001, we
recorded amortization of deferred stock compensation and stock compensation
expense of $(608,000) and $857,000, respectively. The negative balance for the
three months ended September 30, 2002 is a result of recovery of an expense of
$1,162,000 that was recorded in prior periods due to the cancellation of an
employees unvested options. Of the $(608,000) recorded for the three months
ended September 30, 2002, $400,000 related to general and administrative,
$(1,030,000) related to research and development and the remaining $22,000
related to clinical manufacturing. Of the $857,000 recorded for the quarter
ended September 30, 2001, $572,000 related to general and administrative,
$247,000 related to research and development and the remaining $38,000 related
to clinical manufacturing.

For the nine months ended September 30, 2002 and 2001, we recorded
amortization of deferred stock compensation and stock compensation expense of
$501,000 and $2,679,000, respectively. Of the $501,000 recorded for the nine
months ended September 30, 2002, $1,183,000 related to general and
administrative, $(749,000) related to research and development and the
remaining $67,000 related to clinical manufacturing. The negative balance for
the nine months ended September 30, 2002 of $749,000 is a result of recovery of
an expense during the third quarter in the amount of $1,162,000 that was
recorded in prior periods due to the cancellation of an employees unvested
options. Of the $2,679,000 recorded for the nine months ended September 30,
2001, $1,789,000 related to general and administrative, $776,000 related to
research and development and the remaining $114,000 related to clinical
manufacturing.

Interest and Other Income, Net

Interest income, net of interest expense, was $549,000 and $1,268,000 for
the three months ended September 30, 2002 and 2001, respectively, representing
a decrease of $719,000, or 57%. For the nine months ended September 30, 2002
and 2001, net interest income was $1,835,000 and $4,077,000, respectively,
representing a decrease of $2,242,000, or 55%. 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. We expect interest income to continue to decrease as
a result of declining average investment balances caused by ongoing operating
losses and lower yields.

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Liquidity and Capital Resources

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

As of September 30, 2002, we had approximately $3,235,000 in cash and cash
equivalents and $63,725,000 in short-term investments and long-term marketable
securities. Net cash used in operating activities of $15,327,000 and
$10,324,000 during the nine months ended September 30, 2002 and 2001,
respectively, resulted primarily from the net loss for the period offset by an
increase in payables.

Net cash provided by investing activities of $699,000 for the nine months
ended September 30, 2002 consisted primarily of proceeds from maturities of
investments, net of purchases and investing in equity of another company. Net
cash provided by investing activities of $11,552,000 for the nine months ended
September 30, 2001 consisted primarily of proceeds from maturities of
investments, net of purchases.

Net cash provided by financing activities of $15,119,000 for the nine
months ended September 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 $610,000 for the nine months ended September 30,
2001 primarily resulted from pledging collateral for the letter of credit
related to our new facility.

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                   |  | $    | 144,291 |      |  | $    | 577,911 |      |  | $    | 605,201 |            |  | $     | 557,568 |  |  | $ | 551,137 |  |  | $ | 1,068,421 |  |  | $ | 3,504,529 | 
|Other long-term
obligations        |  |      | 427,683 |      |  |      | 11,970  |      |  |      | 27,929  |            |  |       |        |  |  |   |        |  |  |   |          |  |  |   | 467,582   | 
|                                   |  |      |         |      |  |      |         |      |  |      |         |            |  |       |         |  |  |   |         |  |  |   |           |  |  |   |           | 
|Total contractual cash
obligations |  | $    | 571,974 |      |  | $    | 589,881 |      |  | $    | 633,130 |            |  | $     | 557,568 |  |  | $ | 551,137 |  |  | $ | 1,068,421 |  |  | $ | 3,972,111 | 
|                                   |  |      |         |      |  |      |         |      |  |      |         |            |  |       |         |  |  |   |         |  |  |   |           |  |  |   |           | 

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.

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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
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 develop a container for RSR13 for commercial purposes, 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, formulated drug
product or drug containers.
| 
| |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  




ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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-

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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 September 30, 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.




ITEM 4. Controls and Procedures

Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing of this quarterly report,
and, based on their evaluation, our principal executive officer and principal
financial officer have concluded that these controls and procedures are
effective. There were no significant changes in our internal controls or other
factors that could significantly affect these controls subsequent to the date
of their evaluation.

Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934,
as amended (the Exchange Act), is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commissions rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.

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PART II. OTHER INFORMATION

|        |  |                                                     |  |     
|------- |  | --------------------------------------------------- |  | ----
|Item 1. |  | Legal Proceedings                                   |  | None
|Item 2. |  | Changes in Securities and Use of Proceeds           |  | None
|Item 3. |  | Defaults Upon Senior Securities                     |  | None
|Item 4. |  | Submission of Matters to a Vote of Security Holders |  | None
|Item 5. |  | Other Information                                   |  | None
|Item 6. |  | Exhibits and Reports on Form 8-K                    |  |     



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

|            |  |             |  |  |  |                                                                                                                                                   
|----------- |  | ----------- |  |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description
|10.26       |  |             |  |  |  | Employment Agreement between Mr. David A. DeLong and Allos Therapeutics, Inc., effective August 12, 2002.                                         
|            |  |             |  |  |  |                                                                                                                                                   
|99.1        |  |             |  |  |  | Certification of Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
|            |  |             |  |  |  |                                                                                                                                                   
|99.2        |  |             |  |  |  | Certification of Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.



| | b. |  | Reports on Form 8-K          None
| | -- |  | ---------------------------------

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                        |  |                                                                                     | 
|----------------------- |  | ----------------------------------------------------------------------------------- | 
|Date: November 12, 2002 |  | ALLOS THERAPEUTICS, INC.                                                           
|                       
|                        |  | /s/ Daniel R. HudspethDaniel R. Hudspeth
Vice President and Chief Financial Officer




CERTIFICATIONS

I, Michael E. Hart, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Allos Therapeutics,
Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors or (or persons performing the equivalent
function):

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a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                                                                                        | 
|----------------------- |  | ------------------------------------------------------------------------------------------------------ | 
|Date: November 12, 2002 |  |                                                                                                       
|                       
|                        |  | /s/ Michael E. HartMichael E. Hart
President and Chief Executive Officer
(Principal Executive Officer)

I, Daniel R. Hudspeth, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Allos Therapeutics,
Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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5.     The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors or (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                        |  |                                                                                                                   | 
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------- | 
|Date: November 12, 2002 |  |                                                                                                                  
|                       
|                        |  | /s/ Daniel R. HudspethDaniel R. Hudspeth
Vice President and Chief Financial Officer
(Principal Financial Officer)

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EXHIBIT INDEX

|            |  |             |  |  |  |                                                                                                                                                   
|----------- |  | ----------- |  |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description
|            |  |            
|10.26       |  |             |  |  |  | Employment Agreement between Mr. David A. DeLong and Allos
Therapeutics, Inc., effective August 12, 2002.                                         
|            |  |             |  |  |  |                                                                                                                                                   
|99.1        |  |             |  |  |  | Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|            |  |             |  |  |  |                                                                                                                                                   
|99.2        |  |             |  |  |  | Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

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