**Exhibit 3.1**

**AMENDED ANDRESTATEDCERTIFICATE OF INCORPORATION OFALLOS THERAPEUTICS, INC.**

Allos Therapeutics, Inc., a corporation organizedand existing under the laws of the State of Delaware, hereby certifies asfollows:

1.    The name ofthe corporation is Allos Therapeutics, Inc. The corporation was originallyincorporated under the same name and the original Certificate of Incorporationof the corporation was filed with the Secretary of State of Delaware onJuly 17, 1996.

2.    Pursuant toSections 242 and 245 of the Delaware General Corporation Law, this Amendedand Restated Certificate of Incorporation amends and restates the provisions ofthe Certificate of Incorporation of the corporation.

3.    The text ofthe Certificate of Incorporation of this corporation is hereby amended andrestated in its entirety to read as follows:

**ARTICLE I**

The name of this corporation is “AllosTherapeutics, Inc.” (the “Corporation”).

**ARTICLE II**

The address of the corporation’s registered office in theState of Delaware is 1209 Orange Street, Wilmington, County of New Castle,19901. The name of its registered agent at such address is The CorporationTrust Company.

**ARTICLE III**

The purpose of the Corporation is to engage in any lawfulact or activity for which a corporation may be organized under the DelawareGeneral Corporation Law.

**ARTICLE IV**

A.     CLASSES OFSTOCK

The Corporation is authorized to issue two classes ofstock, to be designated as “Preferred Stock,” $0.001 par value, and “CommonStock,” $0.001 par value, respectively. The total number of shares that thecorporation is authorized to issue is 85,000,000 shares. The number of sharesof Preferred Stock authorized is 10,000,000 shares, and the number of shares ofCommon Stock authorized is 75,000,000 shares.

Upon filing this Amended and Restated Certificate ofIncorporation, every one (1) share of this Corporation’s outstandingCommon Stock shall be automatically combined into 0.62 shares of thisCorporation’s Common Stock, without any action by the holder thereof.

B.     RIGHTS ANDRESTRICTIONS OF COMMON STOCK

(a)  The CommonStock is not redeemable.

(b)  The holder ofeach share of Common Stock shall have the right to one vote and shall beentitled to notice of any stockholders’ meeting in accordance with the Amendedand Restated Bylaws of the corporation, and shall be entitled to vote upon suchmatters and in such manner as provided by law.

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C.     RIGHTS,PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK

The Preferred Stock may be issued from time to time inone or more series pursuant to a resolution or resolutions providing for suchissue duly adopted by the Board of Directors (authority to do so being herebyexpressly vested in the Board of Directors). The Board of Directors is furtherauthorized to determine or alter the rights, preferences, privileges andrestrictions granted to or imposed upon any wholly unissued series of PreferredStock and the designation of any such series of Preferred Stock. The Board ofDirectors, within the limits and restrictions stated in any resolution or resolutionsof the Board of Directors originally fixing the number of shares constitutingany series, may increase or decrease (but not below the number of shares in anysuch series then outstanding) the number of shares of any series subsequent tothe issue of shares of that series.

D.     AUTHORITY OFBOARD OF DIRECTORS WITH RESPECT TO STOCK MATTERS

The authority of the Board of Directors with respect toeach class or series of stock shall include, without limitation of theforegoing, the right to determine and fix:

(a)  the distinctivedesignation of such class or series and the number of shares to constitute suchclass or series;

(b)  the rate atwhich dividends on the shares of such class or series shall be declared andpaid, or set aside for payment, whether dividends at the rate so determinedshall be cumulative or accruing, and whether the shares of such class or seriesshall be entitled to any participating or other dividends in addition todividends at the rate so determined, and if so, on what terms;

(c)  the right orobligation, if any, of the corporation to redeem shares of the particular classor series of Preferred Stock and, if redeemable, the price, terms and manner ofsuch redemption;

(d)  the special andrelative rights and preferences, if any, and the amount or amounts per share,which the shares of any such class or series of Preferred Stock shall beentitled to receive upon any voluntary or involuntary liquidation, dissolutionor winding up of the corporation;

(e)  the terms andconditions, if any, upon which shares of such class or series shall beconvertible or not, or exchangeable for, shares of capital stock of any otherclass or series, including the price or prices or the rate or rates ofconversion or exchange and the terms of adjustment, if any;

(f)   theobligation, if any, of the corporation to retire, redeem or purchase shares ofsuch class or series pursuant to a sinking fund or fund of a similar nature orotherwise, and the terms and conditions of such obligation;

(g)  voting rights,if any, on the issuance of additional shares of such class or series or anyshares of any other class or series of Preferred Stock;

(h)  limitations, ifany, on the issuance of additional shares of such class or series or any sharesof any other class or series of Preferred Stock; and

(i)   such otherpreferences, powers, qualifications, special or relative rights and privilegesthereof as the Board of Directors of the corporation, acting in accordance withthis Amended and Restated Certificate of Incorporation, may deem advisable andare not inconsistent with law and the provisions of this Restated Certificateof Incorporation.

**ARTICLE V**

The corporation reserves the right to amend, alter,change or repeal any provision contained in this Amended and Restated Certificateof Incorporation, in the manner now or hereafter prescribed by statute, and allrights conferred upon the stockholders herein are granted subject to thisright.

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**ARTICLE VI**

In furtherance and not in limitation of the powersconferred by statute, the Board of Directors is expressly authorized to make,alter, amend or repeal the Amended and Restated Bylaws of the Corporation.

**ARTICLE VII**

1.    Limitationon Directors’ Liability. To thefullest extent permitted by the Delaware General Corporation Law as the sameexists or as may hereafter be amended, a director of the corporation shall notbe personally liable to the corporation or its stockholders for monetarydamages for breach of fiduciary duty as a director.

2.    Indemnification.The corporation may indemnify to the fullest extent permitted by law any personmade or threatened to be made a party to an action or proceeding, whethercriminal, civil, administrative or investigative, by reason of the fact thatsuch person or his or her testator or intestate is or was a director, officeror employee of the corporation, or any predecessor of the corporation, orserves or served at any other enterprise as a director, officer or employee atthe request of the corporation or any predecessor to the corporation.

3.    Amendments.Neither any amendment nor repeal of this Article VII, nor the adoption ofany provision of the corporation’s Amended and Restated Certificate ofIncorporation inconsistent with this Article VII, shall eliminate orreduce the effect of this Article VII in respect of any matter occurring,or any action or proceeding accruing or arising or that, but for thisArticle VII, would accrue or arise, prior to such amendment, repeal, oradoption of an inconsistent position.

**ARTICLE VIII**

The corporation is to have perpetual existence.

**ARTICLE IX**

In the event any shares of Preferred Stock shall beredeemed or converted, the shares so converted or redeemed shall not revert tothe status of authorized but unissued shares, but instead shall be canceled andshall not be re-issuable by the corporation.

**ARTICLE X**

1.    Number ofDirectors. The number of directors which constitutes the whole Board ofDirectors of the corporation shall be fixed from time to time in the Amendedand Restated Bylaws of the Corporation or an amendment thereof. Each directorshall serve until the next annual meeting of the stockholders or until hissuccessor is duly elected.

2.    Election ofDirectors. Elections of directors need not be written ballot unless the Amendedand Restated Bylaws of the Corporation shall so provide.

**ARTICLE XI**

No action shall be taken by the stockholders of thecorporation except at an annual or special meeting of the stockholders calledin accordance with the Amended and Restated Bylaws and no action shall be takenby the stockholders by written consent. The affirmative vote of sixty-six andtwo-thirds percent (66 2¤3%) of the then outstanding voting securities ofthe corporation, voting together as a single class, shall be required for theamendment, repeal or modification of the provisions of Article IV,Article X or Article XI of this Amended and Restated Certificate ofIncorporation or Sections 5(b) (Notice of Stockholders’ Meeting), 6(Special Meeting), 10 (Voting), 13 (Stockholder Action by Written ConsentWithout a Meeting), or 15 (Number of Directors) of the corporation’s Amendedand Restated Bylaws.

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**ARTICLE XII**

Any meeting of stockholders may be held within or withoutthe State of Delaware, as the Amended and Restated Bylaws may provide. Thebooks of the corporation may be kept (subject to any provision contained in thestatutes) outside of the State of Delaware at such place or places as may bedesignated from time to time by the Board of Directors or in the Amended andRestated Bylaws of the corporation.

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A.              This Amended and Restated Certificate ofIncorporation has been duly approved by the Board of Directors of thisCorporation.

B.                This Amended and Restated Certificate ofIncorporation has been duly adopted in accordance with the provisions ofSections 228, 242 and 245 of the General Corporation Law of the State ofDelaware by the Board of Directors and the stockholders of this Corporation.

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IN WITNESS WHEREOF, Allos Therapeutics, Inc. hascaused this Amended and Restated Certificate of Incorporation to be signed bythe President and Secretary in Denver, Colorado this 30th day of March, 2000.

 
|         |                 |   | ALLOS THERAPUETICS, INC. |
|---------|----------------------|--------|-------------------------------|
|    |                 |   |                          |
|    |                 |   | By:                           | /s/ Stephen J. Hoffman |
|    |                 |   |                          | Stephen J. Hoffman, President |
|    |                 |   |                          |
| ATTEST: |                 |   |                          |
| By:     | /s/ Michael E. Hart  |   |                          |   |
|    | Michael E. Hart, CFO |   |                          |   |
|         |                      |        |                               |  |  |

 

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