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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

AMENDMENT NO. 2
TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

|(Mark One)                                                    |                                                                                   
|------------------------------------------------------------- | ----------------------------------------------------------------------------------
|ý                                                             | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2002                  
|o                                                             | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission File Number 0-24320

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NaPro BioTherapeutics, Inc.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                                                                                                                  |  | 84-1187753(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|4840 Pearl East Circle, Suite 300W
Boulder, CO 80301
(303) 516-8500(Address, including zip code, and telephone number, including area code of registrant's 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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes ý    No o

The
approximate aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $151,191,000 as of June 28,
2002 (the last business day of the registrant's second fiscal quarter in 2002). For purposes of determining this number, 6,697,884 shares of common stock held by affiliates are excluded. For purposes
of making this calculation, the registrant has defined affiliates as including all directors, executive officers and beneficial owners of more than ten percent of the common stock of the Company.

As
of August 5, 2003, the Registrant had 30,762,631 shares of Common Stock outstanding.

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NaPro BioTherapeutics, Inc. hereby amends its Form 10-K for the period from January 1, 2002 to December 31, 2002, as amended (the
"Form 10-K"), as set forth in this Form 10-K/A (the "Form 10-K/A"). This Form 10-K/A is being amended to file
Exhibits 3.8 and 10.38, to revise the Exhibit Index to add Exhibits 3.8 and 10.32 to 10.38, and to revise the Exhibit Index to show the proper date of the Certificate of Amendment listed as
Exhibit 3.3. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, as previously amended, or modify or update the
disclosures therein in any way other than as required to reflect the amendment set forth below.

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Part IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial
Statements

The
Financial Statement Index is on Page F-1.

Financial
Statement Schedules

All
schedules are omitted because they are not applicable or not required or because the information is included in the consolidated financial statements or the notes thereto.

Exhibits
and Reports on Form 8-K

We
filed a Current Report on Form 8-K dated January 24, 2003 reporting the change in our fiscal year.

We
filed a Current Report on Form 8-K dated February 13, 2003 reporting the application for the transfer of our common stock to the Nasdaq SmallCap Market.

|Exhibit
Number |  | Description of Exhibit                                                                                                                              
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Amended and Restated Certificate of Incorporation of the Company, as amended August 2, 1996(1)                                                      
|3.2            |  | Certificate of Amendment dated September 29, 1998 to the Amended and Restated Certificate of Incorporation of the Company(2)                        
|3.3            |  | Certificate of Amendment dated October 31, 2000 to the Amended and Restated Certificate of Incorporation of the Company(3)                          
|3.4            |  | Bylaws of the Company as amended through December 2000(4)                                                                                           
|3.5            |  | Certificate of Designation for Convertible Preferred Stock, Series A(5)                                                                             
|3.6            |  | Certificate of Designation for Series B Junior Participating Preferred Stock(6)                                                                     
|3.7            |  | Certificate of Designation for Series C Senior Convertible Preferred Stock(7)                                                                       
|3.8            |  | Certificate of Amendment dated March 3, 2003 to the Amended and Restated Certificate of Incorporation of the Company                                
|4.1            |  | Common Stock Certificate(8)                                                                                                                         
|4.2            |  | Amended and Restated Rights Agreement dated September 25, 2001 between the Company and American Stock Transfer and Trust Company, as Rights Agent(9)
|4.3            |  | Form of 4% Convertible Subordinated Debenture due 2007(10)                                                                                          
|10.1*          |  | Company's 1993 Stock Option Plan(8)                                                                                                                 
|10.2*          |  | Amendment dated December 11, 2000 to the Company's 1993 Stock Option Plan(4)                                                                        
|10.3*          |  | Company's 1994 Long-Term Performance Incentive Plan, as amended and restated effective June 21, 2001(11)                                            
|10.4           |  | Company's 1998 Stock Incentive Plan as amended and restated effective September 25, 2001(11)                                                        
|10.5*          |  | Employment Agreement effective October 1, 2001 between the Company and Leonard Shaykin(16)                                                          
|               |  |                                                                                                                                                     

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|10.6*  |  | Employment Agreement effective October 1, 2001 between the Company and Sterling Ainsworth(16)                                         
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------
|10.7*  |  | Employment Agreement effective October 1, 2001 between the Company and Patricia Pilia(16)                                             
|10.8*  |  | Employment Agreement effective October 1, 2001 between the Company and Gordon Link(16)                                                
|10.9*  |  | Employment Agreement effective October 1, 2001 between the Company and Kai Larson(16)                                                 
|10.10* |  | Employment Agreement effective October 1, 2001 between the Company and David Denny(16)                                                
|10.11* |  | Employment Agreement effective October 1, 2001 between the Company and James McChesney(16)                                            
|10.12* |  | Employment Agreement effective October 1, 2001 between the Company and Steve Bannister(16)                                            
|10.13* |  | Employment Agreement effective October 1, 2001 between the Company and Brenda Fielding(16)                                            
|10.14  |  | Second Amended and Restated Master Agreement dated June 5, 2000 between the Company and F.H. Faulding & Co., Ltd.(12)                 
|10.15  |  | European Agreement dated March 2, 2001 between the Company and F.H. Faulding & Co., Ltd.(4)                                           
|10.16  |  | Development, License and Supply Agreement dated July 23, 1999 by and between the Company and Abbott Laboratories(14)                  
|10.17  |  | Loan and Security Agreement dated July 23, 1999 by and between the Company and Abbott Laboratories(14)                                
|10.18  |  | Stock Purchase Agreement dated July 23, 1999 by and between the Company and Abbott Laboratories(14)                                   
|10.19  |  | Amendment dated June 23, 2000 to Development, License and Supply Agreement by and between the Company and Abbott Laboratories(15)     
|10.20  |  | Amendment dated June 23, 2000 to Stock Purchase Agreement by and between the Company and Abbott Laboratories(15)                      
|10.21  |  | Amendment dated November 28, 2001 to Development, License and Supply Agreement by and between the Company and Abbott Laboratories(16) 
|10.22  |  | License Agreement dated November 21, 2000 by and between the Company and The University of Delaware and Thomas Jefferson University(4)
|10.23+ |  | Release and License Agreement dated November 28, 2001 by and between Bristol-Meyers Squibb Co. and the Company(16)                    
|10.24  |  | Lease dated October 16, 1995 between the Company and Gunbarrel Facility L.L.C.(13)                                                    
|10.25  |  | First Amendment to Lease November 27, 1995 between the Company and Gunbarrel Facility L.L.C.(13)                                      
|10.26  |  | Form of Subscription Agreement including Registration Rights(4)                                                                       
|       |  |                                                                                                                                       

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|10.27  |  | Securities Purchase Agreement dated February 13, 2002 between T/L Ventures, Inc. and the Company(10)                                                                      
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28  |  | Registration Rights Agreement dated February 13, 2002 between T/L Ventures, Inc. and the Company(10)                                                                      
|10.29  |  | Agreement dated November 7, 2001 between R. J. Reynolds Tobacco Company and the Company(16)                                                                               
|10.30  |  | Agreement dated December 31, 2002 between Pangene Corporation and the Company**                                                                                           
|10.31  |  | Fourth Amendment to lease between the Company and Gunbarrel Facility L.L.C.**                                                                                             
|10.32  |  | Culture Agreement dated March 1, 1996 between Zelenka Nursery, Inc. and the Company(17)                                                                                   
|10.33  |  | Agreement for Sale, Harvest and Storage of Nursery Stock dated May 1, 1996 between Zelenka Nursery, Inc. and the Company(17)                                              
|10.33  |  | Culture Agreement dated March 1, 1997 between Zelenka Nursery, Inc. and the Company(1)                                                                                    
|10.34  |  | Lease Agreement dated March 1, 1997 between Zelenka Nursery, Inc. and the Company(1)                                                                                      
|10.35  |  | Agreement for Sale, Harvest and Storage of Nursery Stock dated March 1, 1997 between Zelenka Nursery, Inc. and the Company(1)                                             
|10.36  |  | Culture Agreement dated July 26, 1997 between Cass-Mill, Inc. and the Company(18)                                                                                         
|10.37  |  | Lease Agreement dated April 28, 2000 between Cass-Mill, Inc. and the Company(4)                                                                                           
|10.38* |  | Form of Director and Officer Indemnification Agreement (together with Schedule required by Instruction 2 to Item 601 Regulation S-K)                                      
|21.1   |  | List of Subsidiaries(16)                                                                                                                                                  
|23.1   |  | Consent of Ernst & Young LLP**                                                                                                                                            
|99     |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002**

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SIGNATURES

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

|NAPRO BIOTHERAPEUTICS, INC.                                                                                               |  |                     
|------------------------------------------------------------------------------------------------------------------------- |  | --------------------
|/s/GORDON H. LINK, JR.Gordon H. Link, Jr. Senior Vice President and
Chief Financial Officer
(Principal Financial Officer) |  | Date: August 8, 2003

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CERTIFICATION

I,
Leonard P. Shaykin, certify that:

1.     I
have reviewed this annual report on Form 10-K/A of NaPro BioTherapeutics, Inc.;

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

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

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



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



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

|Date: August 8, 2003 |  | /s/LEONARD P. SHAYKINLeonard P. Shaykin Chairman of the Board of
Directors
Chief Executive Officer
|-------------------- |  | --------------------------------------------------------------------------------------------------

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CERTIFICATION

I,
Gordon H. Link, Jr., certify that:

1.     I
have reviewed this annual report on Form 10-K/A of NaPro BioTherapeutics, Inc.;

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

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

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



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



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

|Date: August 8, 2003 |  | /s/GORDON H. LINK, JR.Gordon H. Link, Jr. Senior Vice President and Chief
Financial Officer
|-------------------- |  | -------------------------------------------------------------------------------------------

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