<PAGE>

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISION
                             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 March 31, 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 Number
                                    000-29815

                            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.)

                        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 May 6, 2002, there were 25,657,764 shares of the Registrant's Common
Stock outstanding, par value $0.001 per share.


            This quarterly report on Form 10-Q consists of 14 pages.



<PAGE>


                            ALLOS THERAPEUTICS, INC.
                                    FORM 10-Q

                                      INDEX


<Table>
<Caption>
                                                                           PAGE
                                                                          NUMBER
                                                                          ------
<S>                                                                      <C>

PART I. Financial Information ..............................................3

     ITEM 1. Financial Statements ..........................................3

             Balance Sheets  (unaudited) --
                 as of December 31, 2001 and March 31, 2002 ................3

             Statements of Operations (unaudited) --
                 for the three months ended March 31, 2001 and 2002 and
                 the cumulative period from September 1, 1992 (date of
                 inception) through March 31, 2002 .........................4

             Statements of Cash Flows (unaudited) --
                 for the three months ended March 31, 2001 and 2002 and
                 the cumulative period from September 1, 1992 (date of
                 inception) through March 31, 2002 .........................5

             Notes to Financial Statements (unaudited) .....................6

     ITEM 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations ...........................8

PART II.  Other Information ...............................................13

     ITEM 1. Legal Proceedings ............................................13

     ITEM 2. Changes in Securities and Use of Proceeds ....................13

     ITEM 3. Defaults Upon Senior Securities ..............................13

     ITEM 4. Submission of Matters to a Vote of Security Holders ..........13

     ITEM 5. Other Information ............................................13

     ITEM 6. Exhibits and Reports on Form 8-K .............................13

SIGNATURES ................................................................14
</Table>




                                                                    Page 2 of 14
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            ALLOS THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                   (UNAUDITED)

<Table>
<Caption>
                                                                        DECEMBER 31,        MARCH 31,
                                                                            2001              2002
                                                                       --------------    --------------
<S>                                                                    <C>               <C>

                           ASSETS

Current assets:
   Cash and cash equivalents                                           $    2,745,151    $    1,956,081
   Restricted cash                                                            550,000           550,000
   Short-term investments                                                  56,473,499        47,736,153
   Prepaid expenses - research                                                787,627           831,956
   Prepaid expenses - other                                                    90,866            95,494
   Other assets                                                                25,956            17,979
                                                                       --------------    --------------
          Total current assets                                             60,673,099        51,187,663
                                                                       --------------    --------------
Long-term marketable securities                                             9,843,198        12,742,471
Property and equipment (net of accumulated depreciation
      of $443,917 and $548,621, respectively)                               1,653,588         1,688,855
Long-term investment in equity securities (Note 3)                                 --         1,000,000
Other assets                                                                    4,364             4,364
                                                                       --------------    --------------
          Total assets                                                 $   72,174,249    $   66,623,353
                                                                       ==============    ==============

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable - related parties                                  $       82,631    $       78,941
   Accounts payable - research                                              3,440,895         4,115,083
   Accounts payable - trade                                                   359,552           384,060
   Accrued compensation and employee benefits                               1,140,275           715,018
   Current portion of capital lease obligations                                    --                --
                                                                       --------------    --------------
          Total current liabilities                                         5,023,353         5,293,102

Stockholders' equity:
   Preferred stock, $0.001 par value; 10,000,000 shares
     authorized at December 31, 2001 and March 31, 2002,
     no shares issued or outstanding at December 31, 2001
     and March 31, 2002, respectively                                              --                --
   Common stock, $0.001 par value; 75,000,000 shares authorized
     at December 31, 2001 and March 31, 2002; 23,139,197 and
     23,143,130 shares issued and outstanding at                               23,139            23,143
     December 31, 2001 and March 31, 2002, respectively
Additional paid-in capital common stock                                   156,925,292       157,347,939
Accumulated deficit                                                       (86,853,945)      (93,314,073)
Deferred compensation related to grant of options                          (2,943,590)       (2,726,758)
                                                                       --------------    --------------
          Total stockholders' equity                                       67,150,896        61,330,251
                                                                       --------------    --------------
           Total liabilities and stockholders' equity                  $   72,174,249    $   66,623,353
                                                                       ==============    ==============
</Table>


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


                                                                    Page 3 of 14

<PAGE>


                            ALLOS THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<Table>
<Caption>

                                                                                CUMULATIVE
                                                                                PERIOD FROM
                                                                               SEPTEMBER 1,
                                                                               1992 (DATE OF
                                                      THREE MONTHS ENDED        INCEPTION)
                                                          MARCH 31,               THROUGH
                                               ----------------------------      MARCH 31,
                                                   2001            2002            2002
                                               ------------    ------------    -------------
<S>                                            <C>             <C>             <C>

Operating expenses:
      Research and development                 $  2,781,784    $  3,938,887    $ 50,280,696
      Clinical manufacturing                      1,014,829         445,164      11,953,877
      General and administrative                  2,135,434       2,688,019      32,911,047
                                               ------------    ------------    ------------

          Total operating expenses                5,932,047       7,072,070      95,145,620

Loss from operations                             (5,932,047)     (7,072,070)    (95,145,620)
Interest and other income, net                    1,553,155         611,942      11,444,522
                                               ------------    ------------    ------------

            Net loss                             (4,378,892)     (6,460,128)    (83,701,098)

Dividend related to beneficial conversion
feature of preferred stock                               --              --      (9,612,975)
                                               ------------    ------------    ------------

Net loss attributable to common stockholders   $ (4,378,892)   $ (6,460,128)   $(93,314,073)
                                               ============    ============    ============

Net loss per common share:
      Basic and diluted                        $      (0.19)   $      (0.28)
                                               ============    ============

      Weighted average common shares - basic
            and diluted                          22,959,975      23,129,771
                                               ============    ============
</Table>


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



                                                                    Page 4 of 14

<PAGE>


                            ALLOS THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<Table>
<Caption>

                                                                                                CUMULATIVE PERIOD
                                                                                                FROM SEPTEMBER 1,
                                                                    THREE MONTHS ENDED            1992 (DATE OF
                                                                         MARCH 31,              INCEPTION) THROUGH
                                                            --------------------------------         MARCH 31,
                                                                 2001              2002                2002
                                                            --------------    --------------    ------------------
<S>                                                           <C>             <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                      $ (4,378,892)   $   (6,460,128)     $  (83,701,098)
Adjustments to reconcile net loss to net cash
   used in operating activities:
Depreciation and amortization                                       41,306           104,704             855,971
Stock-based compensation expense                                   952,475           629,965          21,632,240
Other                                                                   --                --              83,124
Changes in assets and liabilities:
    Prepaids and other assets                                      (80,762)          (40,980)           (949,794)
    Interest receivable on investments                            (135,670)           52,165          (1,292,218)
    Accounts payable - research                                    (33,080)          674,188             756,819
    Accounts payable - related parties                             395,393            (3,690)          3,437,206
    Accounts payable - trade                                        75,568            24,508             384,060
    Accrued compensation and employee benefits                    (128,244)         (425,257)            715,018
                                                            --------------    --------------      --------------
      Net cash used in operating activities                     (3,291,906)       (5,444,525)        (58,078,672)
                                                            --------------    --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment                              (79,559)         (139,971)         (2,286,354)
Purchase of marketable securities                              (15,190,761)       (8,571,592)       (200,497,898)
Proceeds from maturities of marketable securities               17,794,759        14,357,500         141,311,492
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        2,524,439         4,645,937         (62,423,073)
                                                            --------------    --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under capital leases                            (15,898)               --            (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)
Proceeds from issuance of convertible preferred
    stock, net of issuance costs                                        --                --          40,285,809
Proceeds from issuance of common stock, net of
    issuance costs                                                   1,048             9,518          83,023,613
                                                            --------------    --------------      --------------
      Net cash provided by (used in) financing activities          (14,850)            9,518         122,457,826
                                                            --------------    --------------      --------------

Net increase (decrease) in cash and cash equivalents              (782,317)         (789,070)          1,956,081
Cash and cash equivalents, beginning of period                   1,565,693         2,745,151                  --
                                                            --------------    --------------      --------------

Cash and cash equivalents, end of period                    $      783,376    $    1,956,081      $    1,956,081
                                                            ==============    ==============      ==============

SUPPLEMENTAL SCHEDULE OF NONCASH OPERATING
    AND FINANCING ACTIVITIES
Cash paid for interest                                             190,761            71,593             946,406
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
</Table>

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


                                                                    Page 5 of 14

<PAGE>


                            ALLOS THERAPEUTICS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1. BASIS OF PRESENTATION

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

2. REVENUE RECOGNITION

We have not generated any revenue to date and our activities have consisted
primarily of developing products, raising capital and recruiting personnel.
Accordingly, we are considered to be in the development stage at March 31, 2002
as defined in Statement of Financial Accounting Standards No. 7, "Accounting and
Reporting by Development Stage Enterprises".

3. COLLABORATIVE AGREEMENTS

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

4. NET LOSS PER COMMON SHARE

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


                                                                    Page 6 of 14

<PAGE>


5. SUBSEQUENT EVENTS

     In April 2002, the Company completed a private placement of 2,500,000
shares of common stock for $15 million.










                                                                    Page 7 of 14

<PAGE>


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 21, 2001 filed with
the Securities and Exchange Commission. As a result, you should not place undue
reliance on these forward-looking statements. We do not intend to update or
revise these forward-looking statements to reflect future events or
developments.

OVERVIEW

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

     To date, we have devoted substantially all of our resources to research and
clinical development. We have not derived any commercial revenues from product
sales, and we do not expect to receive product revenues until at least 2004. We
have incurred significant operating losses since our inception in 1992 and, as
of March 31, 2002, had an accumulated deficit of $93,314,073. There can be no
assurance if or when 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 trials and manufacturing 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, and obtain
required regulatory clearances and successfully manufacture and market our
future products.

RESULTS OF OPERATIONS

Expenses

     Research and Development

         Research and development expenses include the cost of basic research,
nonclinical studies, clinical trials and biostatistical data analysis. Research
and development expenses were $3,939,000 for the three months ended March 31,
2002, compared to $2,782,000 for the three months ended March 31, 2001, which
represents a $1,157,000, or 42% increase. Excluding the impact of non-cash
charges (see "Non-cash Charges" below for discussion of deferred stock
compensation expense and stock compensation expense allocated to research and
development),



                                                                    Page 8 of 14

<PAGE>

research and development expenses increased $1,297,000, or 52%. This increase
was primarily due to higher clinical trial costs resulting from increased
enrollment in our Phase III oncology study and personnel costs to support the
Phase III trial. We expect research and development expenses to increase in 2002
as we continue enrollment in our current Phase III trial and begin additional
Phase II and Phase III trials.

     Clinical Manufacturing

         Clinical manufacturing expenses include the cost of manufacturing RSR13
for use in clinical trials and costs associated with the scale-up of
manufacturing to support commercial requirements. Clinical manufacturing
expenses were $445,000 for the three months ended March 31, 2002, compared to
$1,015,000 for the three months ended March 31, 2001, which represents a
$570,000, or 56% decrease. The decrease is attributable to the validation runs
in 2001, which produced adequate bulk drug product to support our clinical
development trials.

     General and Administrative

         General and administrative expenses include the costs to maintain our
corporate offices and related infrastructure. General and administrative
expenses were $2,688,000 for the three months ended March 31, 2002, compared to
$2,135,000 for the three months ended March 31, 2001, which represents a
$553,000, or 26% increase. Excluding the impact of non-cash charges (see
"Non-cash Charges" below for discussion of deferred stock compensation expense
and stock compensation expense allocated to general and administrative), general
and administrative expenses increased $719,000, or 49%. This increase was a
result of additional infrastructure costs related to our new facility and
increases in personnel, legal fees and Director's and Officer's insurance.

     Non-cash Charges

         For the three months ended March 31, 2002 and 2001, we recorded
amortization of deferred stock compensation of $459,000 and $952,000,
respectively. The compensation charge resulted from granting certain options to
employees prior to our March 2000 initial public offering with exercise prices
below the fair market value of our common stock on their respective grant dates.
Of the $459,000 recorded for the three months ended March 31, 2002, $305,000
related to general and administrative, $132,000 related to research and
development and the remaining $22,000 related to clinical manufacturing. Of the
$952,000 recorded for the three months ended March 31, 2001, $645,000 related to
general and administrative, $269,000 related to research and development and the
remaining $38,000 related to clinical manufacturing.

         For the three months ended March 31, 2002, we recorded stock
compensation expense related to general and administrative of $174,000, and a
$3,000 recovery of expense related to research and development due to variable
accounting for non-employee common stock options.

     Interest and Other Income, Net

         Interest income, net of interest expense, was $612,000 and $1,553,000
for the three months ended March 31, 2002 and 2001, respectively, representing a
decrease of $941,000, or 61%. This decrease was primarily a result of lower
average investment balances and yields on U.S. government securities, high-grade
commercial paper and notes, and money market funds held by us.


                                                                    Page 9 of 14

<PAGE>


     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 generally accepted accounting principles. We
have not determined how reported amounts would differ based on the application
of different accounting policies. We also have not determined the likelihood
that materially different amounts could be reported under different conditions
or using different assumptions.

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

     As of March 31, 2002, we had approximately $2,506,000 in cash and cash
equivalents and $60,479,000 in investments. Net cash used in operating
activities of $5,445,000 and $3,292,000 during the three months ended March 31,
2002 and 2001, respectively, resulted primarily from the net loss for the period
and a reduction in working capital.

     Net cash provided by investing activities of $4,646,000 for the three
months ended March 31, 2002 consisted primarily of proceeds from maturities of
investments, net of purchases, offset by an investment in equity of another
company and capital expenditures. Net cash provided by investing activities of
$2,524,000 for the three months ended March 31, 2001, consisted primarily of
proceeds from maturities of investments, net of purchases.

     Net cash provided by financing activities of $10,000 for the three months
ended March 31, 2002 resulted from the exercise of common stock options. Net
cash used in financing activities of $15,000 for the three months ended March
31, 2001, primarily resulted from payments under capital lease obligations.

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

<Table>
<Caption>
                                 2002         2003         2004         2005         2006      Thereafter      Total
                              ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                           <C>          <C>          <C>          <C>          <C>          <C>          <C>

Operating Leases              $  476,081   $  577,911   $  605,201   $  557,568   $  551,137   $1,068,421   $3,836,319
Other Long-term Obligations      703,089       11,970       27,929           --           --           --      742,988
                              ----------   ----------   ----------   ----------   ----------   ----------   ----------
Total Contractual Cash
    Obligations               $1,179,170   $  589,881   $  633,130   $  557,568   $  551,137   $1,068,421   $4,579,307
                              ==========   ==========   ==========   ==========   ==========   ==========   ==========
</Table>


                                                                   Page 10 of 14

<PAGE>


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

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

MARKET RISK

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

INVESTMENT RISK

         As of March 31, 2002, we held equity securities of another company in
the amount of $1,000,000. This investment is recorded at cost. We regularly
review the carrying value to identify and record losses when events and
circumstances indicate that a decline in the fair value of the asset below our
accounting basis is other-than-temporary. We do not believe that any impairment
has occurred at this time.

RISK FACTORS

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


                                                                   Page 11 of 14

<PAGE>


o    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.

o    Our limited experience in conducting and managing clinical trials; failure
     to conduct clinical trials in compliance with applicable regulations and at
     an acceptable cost.

o    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.

o    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.

o    Dependence upon third parties to manufacture RSR13 bulk drug substance and
     formulated drug product; failure of third parties to manufacture RSR13 bulk
     drug substance or formulated drug product in compliance with regulatory
     requirements and at an acceptable cost; failure of third parties to supply
     sufficient quantities of RSR13 bulk drug substance or formulated drug
     product for preclinical, clinical or commercial purposes; failure to
     establish alternative sources of supply of RSR13 bulk drug substance or
     formulated drug product.

o    The ability to create sales, marketing and distribution capabilities for
     our product candidates, or enter into agreements with third parties to
     perform these functions.

o    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.

o    Difficulties or high cost of obtaining adequate financing to fund future
     research, development and commercialization of product candidates.

o    Competitive or market factors that may limit the use or broad acceptance of
     our product candidates.

o    The ability to attract and retain highly qualified management and
     scientific personnel.



                                                                   Page 12 of 14

<PAGE>


                           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

           In response to the SEC's adoption of Rule 10b5-1 under the Securities
           Exchange Act of 1934, the Board of Directors of the Company approved
           an amendment to the Company's insider trading policy on February 28,
           2002 to permit its officers and directors to enter into trading plans
           or arrangements for systematic trading in the Company's securities.
           The Company has been advised that none of its officers or directors
           have entered into such plans, but the Company anticipates that, as
           permitted by Rule 10b5-1 and the Company's insider trading policy,
           some or all of its officers and directors may establish trading plans
           at some date in the future.

Item 6.    Exhibits and Reports on Form 8-K

                  (a) On April 30, 2002, we filed a current report on Form 8-K
                      with respect to our $15 million private placement of
                      common stock.




                                                                   Page 13 of 14

<PAGE>


                                   SIGNATURES

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


Date:  May 9, 2002                  ALLOS THERAPEUTICS, INC.



                                    /s/ DANIEL R. HUDSPETH
                                    --------------------------------------------
                                    Daniel R. Hudspeth
                                    Vice President and Chief Financial Officer



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




                                                                   Page 14 of 14