<PAGE>

                                  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, 2001

         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)

                         7000 NORTH BROADWAY, SUITE 400
                             DENVER, COLORADO 80021
                                 (303) 426-6262
                         (Former Name or Former Address,
                          if changed since last report)


     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 September 30, 2001, there were 22,964,390 shares of the Registrant's
Common Stock outstanding, par value $0.001 per share.


            This quarterly report on Form 10-Q consists of 13 pages.


                                                                    Page 1 of 13
<PAGE>



                            ALLOS THERAPEUTICS, INC.
                                    FORM 10-Q

                                      INDEX


<Table>
<Caption>
                                                                                               PAGE
                                                                                              NUMBER
                                                                                              ------
<S>               <C>                                                                         <C>
PART I.  Financial Information ................................................................. 3

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

                  Balance Sheets  --
                      as of September 30, 2001 (unaudited) and December 31, 2000 ............... 3

                  Statements of Operations (unaudited) --
                      for the three and nine months ended September 30, 2001 and
                      2000 and the cumulative period from September 1, 1992
                      (inception) through September 30, 2001 ................................... 4

                  Statements of Cash Flows (unaudited) --
                      for the nine months ended September 30, 2001 and 2000 and
                      the cumulative period from September 1, 1992 (inception)
                      through September 30, 2001 ............................................... 5

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

     ITEM 2.      Management's Discussion and Analysis of Financial Condition
                  and Results of Operations .................................................... 7

PART II.  Other Information .................................................................... 12

     ITEM 1.      Legal Proceedings ............................................................ 12

     ITEM 2.      Changes in Securities and Use of Proceeds .................................... 12

     ITEM 3.      Defaults Upon Senior Securities .............................................. 12

     ITEM 4.      Submission of Matters to a Vote of Security Holders .......................... 12

     ITEM 5.      Other Information ............................................................ 12

     ITEM 6.      Exhibits and Reports on Form 8-K ............................................. 12

SIGNATURES ..................................................................................... 13
</Table>

                                                                    Page 2 of 13
<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<Table>
<Caption>
                                                                                                 SEPTEMBER 30,      DECEMBER 31,
                                      ASSETS                                                         2001               2000
                                                                                                 -------------      ------------
                                                                                                  (UNAUDITED)
<S>                                                                                              <C>                <C>
Current assets:
   Cash and cash equivalents                                                                     $   2,182,820      $  1,565,693
   Restricted cash                                                                                     550,000                --
   Short-term investments                                                                           54,435,432        60,211,791
   Prepaid expenses - research                                                                         826,997           134,777
   Prepaid expenses - other                                                                             70,709            95,040
   Other assets                                                                                         36,784             3,294
                                                                                                 -------------      ------------
          Total current assets                                                                      58,102,742        62,010,595
                                                                                                 -------------      ------------
Long-term marketable securities                                                                     16,815,064        23,905,763
Property and equipment (net of accumulated depreciation of $516,710 and
      $444,408, respectively)                                                                        1,670,698           326,266
Other assets                                                                                             4,364            16,530
                                                                                                 -------------      ------------
          Total assets                                                                           $  76,592,868      $ 86,259,154
                                                                                                 =============      ============

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable - related parties                                                            $      79,398      $     97,889
   Accrued expenses - research                                                                       3,247,101         2,043,246
   Accounts payable - trade                                                                          1,026,473           212,015
   Accrued compensation and employee benefits                                                          907,763           426,052
   Current portion of capital lease obligations                                                             --            61,506
                                                                                                 -------------      ------------
          Total current liabilities                                                                  5,260,735         2,840,708
Long-term portion of capital lease obligations                                                              --             7,814
                                                                                                 -------------      ------------
          Total liabilities                                                                          5,260,735         2,848,522

Stockholders' equity:
   Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2001,                   --                --
     no shares issued or outstanding
   Common stock, $0.001 par value; 75,000,000 shares authorized at September 30, 2001
      and December 31, 2000; 22,964,390 and 22,954,876 shares issued and outstanding at                 22,964            22,955
      September 30, 2001 and December 31, 2000, respectively
Additional paid-in capital common stock                                                            156,585,264       156,602,391
Accumulated deficit                                                                                (81,475,847)      (66,709,620)
Deferred compensation related to grant of options                                                   (3,800,248)       (6,505,094)
                                                                                                 -------------      ------------
          Total stockholders' equity                                                                71,332,133        83,410,632
                                                                                                 -------------      ------------
               Total liabilities and stockholders' equity                                        $  76,592,868      $ 86,259,154
                                                                                                 =============      ============
</Table>

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


                                                                    Page 3 of 13
<PAGE>


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


<TABLE>
<CAPTION>
                                                                                                                   CUMULATIVE
                                                                                                                   PERIOD FROM
                                                     THREE MONTHS ENDED               NINE MONTHS ENDED         SEPTEMBER 1, 1992
                                                       SEPTEMBER 30,                   SEPTEMBER 30,               (INCEPTION)
                                              ------------------------------   ------------------------------        THROUGH
                                                  2001              2000           2001              2000       SEPTEMBER 30, 2001
                                              ------------      ------------   ------------      ------------   ------------------
<S>                                           <C>               <C>            <C>               <C>            <C>
Operating expenses:
      Research and development                $  3,344,297      $  2,024,245   $  9,190,717      $  7,904,271   $       42,873,107
      Clinical manufacturing                       640,348           958,526      2,845,856         2,105,370           11,211,237
      General and administrative                 2,412,052         2,103,630      6,807,196        11,464,656           27,753,177
                                              ------------      ------------   ------------      ------------   ------------------
          Total operating expenses               6,396,697         5,086,401     18,843,769        21,474,297           81,837,521

Loss from operations                            (6,396,697)       (5,086,401)   (18,843,769)      (21,474,297)         (81,837,521)
Interest and other income, net                   1,268,233         1,482,687      4,077,542         3,064,470            9,974,649
                                              ------------      ------------   ------------      ------------   ------------------
            Net loss                            (5,128,464)       (3,603,714)   (14,766,227)      (18,409,827)         (71,862,872)

Dividend related to beneficial conversion
feature                                                 --                --             --                --           (9,612,975)
    of preferred stock
                                              ------------      ------------   ------------      ------------   ------------------
Net loss attributable to common stockholders  $ (5,128,464)     $ (3,603,714)  $(14,766,227)     $(18,409,827)  $      (81,475,847)
                                              ============      ============   ============      ============   ==================

Net loss per common share:
      Basic and diluted                       $      (0.22)     $      (0.16)  $      (0.64)     $      (1.13)
                                              ============      ============   ============      ============

Weighted average common shares - basic and
   diluted                                      22,961,185        22,871,795     22,958,764        16,350,444
                                              ============      ============   ============      ============
</Table>


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


                                                                    Page 4 of 13
<PAGE>



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


<Table>
<Caption>
                                                                                                          CUMULATIVE PERIOD
                                                                            NINE MONTHS ENDED             FROM SEPTEMBER 1,
                                                                              SEPTEMBER 30,                1992 (INCEPTION)
                                                                    --------------------------------            THROUGH
                                                                        2001               2000           SEPTEMBER 30, 2001
                                                                    -------------      -------------      ------------------
<S>                                                                 <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                            $ (14,766,227)     $ (18,409,827)     $      (71,862,872)
Adjustments to reconcile net loss to net cash used in
   operating activities:
Depreciation and amortization                                             178,049             99,349                 652,252
Stock-based compensation expense                                        2,678,802         13,135,503              19,935,761
Other                                                                       6,368                 --                  58,774
Changes in operating assets and liabilities:
    Increase in prepaids and other assets                                (689,214)          (147,939)               (938,855)
    Increase in interest receivable on investments                       (213,476)        (1,613,229)             (1,780,766)
    Increase (decrease) in accounts payable - related parties             (18,491)            (4,087)              2,024,756
    Increase in accrued expenses - research                             1,203,855            658,352               1,301,744
    Increase in accounts payable - trade                                  814,458             83,189               1,026,473
    Increase (decrease) in accrued compensation and
        employee benefits                                                 481,711            (90,623)                907,763
                                                                    -------------      -------------      ------------------
          Net cash used in operating activities                       (10,324,165)        (6,289,312)            (48,674,970)
                                                                    -------------      -------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment                                  (1,528,849)          (180,703)             (2,040,128)
Purchases of marketable securities                                    (38,033,187)       (89,348,102)           (183,964,852)
Proceeds from maturities of marketable securities                      51,113,722         13,610,400             114,495,122
Payments received on notes receivable                                          --                 --                  49,687
                                                                    -------------      -------------      ------------------
          Net cash provided by (used in) investing activities          11,551,686        (75,918,405)            (71,460,171)
                                                                    -------------      -------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under capital leases                                   (69,320)           (62,414)               (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                                                --             (2,503)             40,285,809
Proceeds from issuance of common stock, net of issuance
   costs                                                                    8,926         82,839,246              82,883,748

                                                                    -------------      -------------      ------------------
          Net cash provided by (used in) financing activities            (610,394)        82,774,329             122,317,961
                                                                    -------------      -------------      ------------------

Net increase (decrease) in cash and cash equivalents                      617,127            566,612               2,182,820
Cash and cash equivalents, beginning of period                          1,565,693          2,597,884                      --
                                                                    -------------      -------------      ------------------

Cash and cash equivalents, end of period                            $   2,182,820      $   3,164,496      $        2,182,820
                                                                    =============      =============      ==================

SUPPLEMENTAL SCHEDULE OF NONCASH OPERATING
    AND FINANCING ACTIVITIES
Cash paid for interest                                                    583,187             23,787                 763,359
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 13
<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 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 presentation in accordance with generally accepted accounting principles in
the United States of America. The results for the nine-month period ended
September 30, 2001 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, 2000.
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 September 30,
2001 as defined in Statement of Financial Accounting Standards No. 7,
"Accounting and Reporting by Development Stage Enterprises".

3.   NET LOSS PER COMMON SHARE

     Basic loss per common share is computed using the weighted average number
of common shares outstanding during the period. Diluted 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 loss per
common share because their effect was anti-dilutive.

4.   RESTRICTED CASH

     On May 24, 2001, $550,000 of cash was pledged as collateral on a letter of
credit related to a building lease and was classified as restricted cash on the
balance sheet.


                                                                    Page 6 of 13
<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 31, 2000 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 pharmaceutical company focused on developing and commercializing
innovative small molecule drugs initially for improving cancer treatments. Our
lead product candidate is RSR13. RSR13 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 for cancer and treat many diseases attributed to or
aggravated by tissue 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 generate product revenues for at least the next
several years. We have incurred significant operating losses since our inception
in 1992 and, as of September 30, 2001, had an accumulated deficit of
$81,476,000. 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 significant. Achieving profitability depends upon our
ability, alone or with others, to successfully complete the development of our
product candidates, obtain required regulatory clearances and successfully
manufacture and market our future products.

RESULTS OF OPERATIONS

Expenses

     Research and Development

         Research and development expenses were $3,344,000 for the three months
ended September 30, 2001 compared to $2,024,000 for the three months ended
September 30, 2000, which represents a $1,320,000, or 65% increase. Excluding
the impact of non-cash charges comprising amortization of deferred compensation
expense (see "Non-cash Charges" below), research and development expenses
increased $1,647,000, or 114%. For the nine months ended September 30, 2001 and
2000, research and development expenses were $9,191,000 and



                                                                    Page 7 of 13
<PAGE>


$7,904,000, respectively. Excluding the impact of non-cash charges comprising
amortization of deferred compensation expense and stock compensation expense,
research and development expenses increased $4,463,000, or 113%. The increase in
both periods was primarily due to higher clinical trial costs resulting from the
commencement of our Phase III oncology study and increased non-clinical studies
and personnel costs to support the Phase III trial.

     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 $640,000 for the three months ended September 30, 2001 compared to
$958,000 for the three months ended September 30, 2000, which represents a
$318,000, or 33% decrease. This decrease was due to the timing of the bulk drug
substance runs to support clinical trials. For the nine months ended September
30, 2001 and 2000, clinical manufacturing expenses were $2,846,000 and
$2,105,000, respectively, which represents a $741,000, or 35% increase. The
increase was attributable to higher RSR13 requirements resulting from our Phase
III oncology trial and optimizing manufacturing processes.

     General and Administrative

         General and administrative expenses were $2,412,000 for the three
months ended September 30, 2001, compared to $2,104,000 for the three months
ended September 30, 2000. Excluding the impact of non-cash charges comprising
amortization of deferred compensation expense (see "Non-cash Charges" below),
general and administrative expenses increased $857,000, or 87%. For the nine
months ended September 30, 2001 and 2000, general and administrative expenses
were $6,807,000 and $11,465,000, respectively. Excluding the impact of non-cash
charges, general and administrative expenses increased $2,598,000, or 107%. The
increase in both periods was the result of an increase in headcount and
additional expenses associated with operating as a public company.

     Non-cash Charges

         We have recorded compensation charges resulting from certain options
granted 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. For the three months ended September 30, 2001 and 2000,
we recorded amortization of deferred stock compensation of $857,000 and
$1,757,000, respectively. Of the $857,000 recorded for the three months 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. Of the $1,757,000 recorded for the quarter ended
September 30, 2000, $1,120,000 related to general and administrative, $573,000
related to research and development and the remaining $64,000 related to
clinical manufacturing.

         For the nine months ended September 30, 2001 and 2000, we recorded
amortization of deferred stock compensation of $2,679,000 and $5,428,000,
respectively. 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. Of the $5,428,000 recorded for the nine months ended September
30, 2000, $3,543,000 related to general and administrative, $1,718,000 related
to research and development and the remaining $167,000 related to clinical
manufacturing.


                                                                    Page 8 of 13
<PAGE>


         For the nine months ended September 30, 2000, we recorded $7,617,000 in
stock compensation expense in connection with the forgiveness of the 1996 Notes
(as defined below). Of this amount, $5,417,000 related to general and
administrative and the remaining $2,200,000 related to research and development.
This compensation charge was a result of obtaining recourse notes receivable in
March 1996 (the "1996 Notes") from two officers in the amount of $90,000 upon
the officers' exercise of 558,000 stock options. The 1996 Notes accrued interest
at 8% annually with interest and principal originally due March 1998. In
December 1997, the maturity dates for the 1996 Notes were extended by two years
and extended by an additional year in January 2000. Upon forgiveness of the
notes in March 2000, we recorded stock compensation expense based upon the
difference between the fair market value of the underlying common stock and
option exercise price. In addition we recorded $120,000 of compensation expense
due to the extinguishment of the notes. Of this amount, $35,000 related to
research and development and the remaining $85,000 related to general and
administrative.

     Interest and Other Income, Net

     Interest income, net of interest expense, was $1,268,000 and $1,483,000 for
the three months ended September 30, 2001 and 2000, respectively, representing a
decrease of $215,000, or 14%. The decrease 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. For
the nine months ended September 30, 2001 and 2000, net interest income was
$4,077,000 and $3,064,000, respectively, representing an increase of $1,013,000
or 33%. This increase was primarily a result of increased average investment
balances.

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 September 30, 2001, we had approximately $73,983,000 in cash, cash
equivalents and investments. Of this amount, $550,000 was pledged as collateral
on May 24, 2001, on a letter of credit related to our new office lease, and is
considered restricted. Net cash used in operating activities of $10,324,000
during the nine months ended September 30, 2001 resulted primarily from the net
loss for the period and a reduction in working capital. Net cash used in
operating activities of $6,289,000 during the nine months ended September 30,
2000 resulted primarily from the net loss for the period and a reduction in
accounts payable.

      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 used in investing activities of
$75,918,000 for the nine months ended September 30, 2000, consisted primarily of
purchases of investments, net of proceeds.

      Net cash used in financing activities of $610,000 for the nine months
ended September 30, 2001, primarily resulted from pledging collateral for the
line of credit. Net cash provided by financing activities of $82,774,000 for the
nine months ended September 30, 2000, primarily resulted from the sale of common
stock which was offset by payments under our capital lease obligations.

      Based upon the current status of our product development and
commercialization plans, we believe cash, cash equivalents and investments will
be adequate to satisfy our capital needs through at least the calendar year
2002. However, our actual capital requirements will depend on


                                                                    Page 9 of 13
<PAGE>


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

         Our exposure to market risk is principally limited to our cash
equivalents and investments that have maturities of less than two years. We
maintain a non-trading investment portfolio of investment grade, liquid debt
securities that limits the amount of credit exposure to any one issue, issuer or
type of instrument. The securities in our investment portfolio are not
leveraged, are classified as held-to-maturity and are therefore subject to
minimal interest rate risk. We currently do not hedge interest rate exposure.

RISK FACTORS

         In addition to the other information contained in this report, we
caution stockholders and potential investors that the following important
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:

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.


                                                                   Page 10 of 13
<PAGE>


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 11 of 13
<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                                          None

Item 6.    Exhibits and Reports on Form 8-K

           a.   Reports on Form 8-K                                   None
           b.   Exhibits                                              None



                                                                   Page 12 of 13
<PAGE>


                                   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:  November 12, 2001       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

                                                                   Page 13 of 13