SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Goldsmith Bruce A

(Last)

(First)

(Middle)

11080 CIRCLEPOINT ROAD

SUITE 200

(Street)

WESTMINSTER

80020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2010

3. Issuer Name and Ticker or Trading Symbol
ALLOS THERAPEUTICS INC [ ALTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Corporate Development

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/03/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,812⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	09/10/2009⁽²⁾	09/10/2018	Common Stock	100,000	$7.9	D
Employee Stock Option (Right to Buy)	02/23/2010⁽²⁾	02/23/2019	Common Stock	15,000	$6.4	D
Employee Stock Option (Right to Buy)	02/22/2011⁽²⁾	02/22/2020	Common Stock	40,500	$7.56	D

Explanation of Responses:

1. Represents shares of common stock issued as restricted stock units ("RSUs") awarded under the Company's 2008 Equity Incentive Plan (the "Plan"), excluding 1,250 shares which previously vested and were sold prior to the Reporting Person becoming subject to Section 16 reporting requirements. The RSUs vest in a series of four (4) successive equal annual installments over the four (4)-year period measured from the Vesting Commencement Date. The vested RSU shares have been or will be delivered to the Reporting Person on each such annual anniversary of the Vesting Commencement Date, provided that at the relevant vesting dates the Reporting Person's continuous service to the Company has not been terminated as defined in or as determined under the Plan.

2. Stock options vest according to the following schedule: One fourth (1/4) of the total number of shares subject to this option shall vest 12 months after the vesting commencement date and an additional one-forty-eigths (1/48) of the total number of shares subject to the option become exercisable each one-month-period thereafter, until all such shares are exercisable.

Remarks:

All information on this report was previously filed on 9/3/2010. This amendment is being filed solely to add the Power of Attorney as an exhibit.

	/s/ David C. Clark, Attorney-in-Fact for Bruce A. Goldsmith	09/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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