Item 8.01 Other Events.

Allos Therapeutics, Inc., a Delaware corporation (the "Company"), has distributed to its stockholders a proxy statement for its 2009 Annual Meeting of Stockholders to be held on June 23, 2009. Proposal 2 included in the proxy statement relates to approval of an amendment to the Company's 2008 Equity Incentive Plan (the "Plan") to increase the aggregate number of shares of common stock authorized for issuance under the Plan by 5,750,000 shares.

On June 12, 2009, the Compensation Committee of the Board of Directors of the Company amended the Plan to provide that if the exercise price of any stock award is satisfied by tendering shares of common stock held by a participant (either by actual delivery or attestation), then the number of shares so tendered shall not remain available for issuance under the Plan. Prior to such amendment, the Plan provided that if the exercise price of any stock award was satisfied by tendering shares of common stock held by a participant (either by actual delivery or attestation), then the number of shares so tendered would remain available for issuance under the Plan.

---