ALLOS THERAPEUTICS INC

This Amendment No. 1 to the quarterly report of Allos Therapeutics, Inc. on Form 10-Q/A (“Form 10-Q/A”) amends our quarterly report on Form 10-Q for the period ended June 30, 2012, which was originally filed on August 3, 2012 (“Original Form 10-Q”). This Form 10-Q/A is being filed solely for the purpose of amending Item 6 of Part II of the Original Form 10-Q to reflect the filing of Exhibit 10.1 herewith.  As indicated herein, confidential treatment has been requested from the Securities and Exchange Commission with respect to specific portions of such exhibit. The certifications of our principal executive officer and principal financial and accounting officer are attached to this Form 10-Q/A as Exhibits 31.3, 31.4 and 32.2.  Unless the context requires otherwise, references in this Form 10-Q/A to “Allos,” the “Company,” “we,” “us,” and “our” refer to Allos Therapeutics, Inc.

Except as described above, no other changes have been made to the Original Form 10-Q, and this Form 10-Q/A does not amend, update or change the financial statements or disclosures in the Original Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q or modify or update those disclosures. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.

‡                            Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

♦                           Previously filed or furnished as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2012.