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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

  X      Quarterly report pursuant to Section 13 or 15(d) of the Securities
-----    Exchange Act of 1934.
         For the quarterly period ended March 31, 2000

         Transition report pursuant to Section 13 or 15(d) of the Securities
-----    Exchange Act of 1934.
         For the transition period from ___________to _________.

                             Commission File Number
                                  0 19777 10 1

                            ALLOS THERAPEUTICS, INC.
             (Exact name of Registrant as specified in its charter)

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

                         7000 NORTH BROADWAY, SUITE 400
                             DENVER, COLORADO 80221
                                 (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 March 31, 2000, there were 22,837,151 shares of the Registrant's
Common Stock outstanding, par value $0.001 per share.


           This quarterly report of Form 10-Q/A consists of 4 pages.


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                            ALLOS THERAPEUTICS, INC.
                                   FORM 10-Q/A

                                      INDEX


<TABLE>
<CAPTION>
                                                                   PAGE
                                                                  NUMBER
                                                                  ------
<S>                                                               <C>
PART II.  Other Information ....................................     3

     ITEM 2.  Changes in Securities ............................     3

SIGNATURES .....................................................     4
</TABLE>



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                           PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         On March 31, 2000, we completed an initial public offering (the
"Offering") of our Common Stock, $0.001 par value. The managing underwriters in
the Offering were SG Cowen Securities Corporation, Prudential Securities
Incorporation and U.S. Bancorp Piper Jaffray Inc. (the "Underwriters"). The
shares of Common Stock sold in the Offering were registered under the Securities
Act of 1933, as amended, on a Registration Statement on Form S-1 (the
"Registration Statement") (Reg. No. 333-95439) that was declared effective by
the Securities and Exchange Commission on March 27, 2000. We registered
5,750,000 shares of Common Stock for our own account for an aggregate offering
price of $103.5 million and sold 5,000,000 shares of Common Stock for an
aggregate sales price of $90.0 million. The Offering commenced on March 27, 2000
and terminated on April 26, 2000 following the expiration of the Underwriters'
over-allotment option. In connection with the Offering, we incurred total
expenses of $7.3 million, including underwriting discounts and commissions of
$6.3 million and other expenses of approximately $1.0 million. No expenses were
direct or indirect payments to our directors, officers or their associates, or
to persons owning ten percent (10%) or more of any class of our equity
securities. After expenses, our net proceeds from the Offering were
approximately 82.7 million. All of the proceeds were invested in short-term
marketable securities as of March 31, 2000. We expect to use the net proceeds
from the Offering for research and development, working capital and other
general corporate purposes.



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                                   SIGNATURES

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


Date: July 26, 2000              ALLOS THERAPEUTICS, INC.


                                 /s/ Stephen J. Hoffman
                                 -----------------------------------------------
                                 Stephen J. Hoffman, PhD, MD
                                 President and Chief Executive Officer




                                 /s/ Michael E. Hart
                                 -----------------------------------------------
                                 Michael E. Hart
                                 Chief Financial Officer and Sr. Vice President,
                                 Operations



                                 /s/ Paulette M. Wilson
                                 -----------------------------------------------
                                 Paulette M. Wilson
                                 Controller




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