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

                                 SCHEDULE 13G


                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 2)*


                         CELL THERAPEUTICS INC. (CTIC)
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                 Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                 150-934-10-7
--------------------------------------------------------------------------------
                                (CUSIP Number)


                                August 2, 2004
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)


     *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                                 1 of 6 Pages

SCHEDULE 13G                                                         PAGE 2 OF 6


CUSIP No. 150-934-10-7
--------------------------------------------------------------------------------
1.   Names of Reporting Persons.  Peter G. Angelos and Georgia K. Angelos
     I.R.S. Identification Nos. of above persons (entities only).

--------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)
        ------------------------------------------------------------------------
     (b)
        ------------------------------------------------------------------------

--------------------------------------------------------------------------------
3.   SEC Use Only
--------------------------------------------------------------------------------
4.   Citizenship or Place of Organization       United States
--------------------------------------------------------------------------------
Number of      5.   Sole Voting Power           2,535,000
Shares         -----------------------------------------------------------------
Beneficially   6.   Shared Voting Power                 0
Owned by       -----------------------------------------------------------------
Each           7.   Sole Dispositive Power      2,535,000
Reporting      -----------------------------------------------------------------
Person With    8.   Shared Dispositive Power            0
--------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person  2,535,000
--------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions)
--------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)  5.0348%
--------------------------------------------------------------------------------
12.  Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

SCHEDULE 13G                                                         PAGE 3 OF 6

ITEM 1.

    (a)   Name of Issuer   Cell Therapeutics Inc. (CTIC)

    (b)   Address of Issuer's Principal Executive Offices
                           501 Elliot Avenue West, Suite 400
                           Seattle, WA 98119
ITEM 2.

    (a)   Name of Person Filing   Peter G. Angelos and Georgia K. Angelos

    (b)   Address of Principal Business Office or, if none, Residence

                                  One Charles Center, 100 N. Charles Street
                                  Baltimore, MD 21201

    (c)   Citizenship     United States

    (d)   Title of Class of Securities    Common Stock

    (e)   CUSIP Number    150-934-10-7

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
          240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

          (a)  [ ]  Broker or dealer registered under section 15 of the
                    Act (15 U.S.C. 78o).

          (b)  [ ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
                    78c).

          (c)  [ ]  Insurance company as defined in section 3(a)(19) of the Act
                    (15 U.S.C. 78c).

          (d)  [ ]  Investment company registered under section 8 of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e)  [ ]  An investment adviser in accordance with Section
                    240.13d-1(b)(1)(ii)(E);

          (f)  [ ]  An employee benefit plan or endowment fund in accordance
                    with Section 240.13d-1(b)(1)(ii)(F);

          (g)  [ ]  A parent holding company or control person in accordance
                    with Section 240.13d-1(b)(1)(ii)(G);

          (h)  [ ]  A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i)  [ ]  A church plan that is excluded from the definition of an
                    investment company under section 3(c)(14) of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j)  [ ]  Group, in accordance with Section 240.13d-l(b)(1)(ii)(J).


SCHEDULE 13G                                                         PAGE 4 OF 6

ITEM 4. OWNERSHIP

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned: 2,535,000.

     (b)  Percent of class: 5.0348%.

     (c)  Number of shares as to which the person has:

          (i)   Sole power to vote or to direct the vote 2,535,000.

          (ii)  Shared power to vote or to direct the vote 0.

          (iii) Sole power to dispose or to direct the disposition of 2,535,000.

          (iv)  Shared power to dispose or to direct the disposition of 0.

Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d3(d)(1).

ITEM 5. OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
-------------

(1) In response to Item 4 of Schedule 13G, approximately 200,000 shares listed
    on Peter G. Angelos' filing are owned by his two (2) sons--100,000 shares
    per son. Mr. Angelos has power of attorney over his sons' brokerage
    accounts.


Schedule 13G                                                        Page 5 of 6


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
intention and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this
schedule pursuant to Section 240.13d-1(e) or Section 240.13d-1(d), attach an
exhibit stating the identity of each member of the group.


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.


ITEM 10. CERTIFICATION

         (a) The following certification shall be included if the statement
             is filed pursuant to Section 240.13d-1(b):

               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were acquired
               and are held in the ordinary course of business and were not
               acquired and are not held for the purpose of or with the
               effect of changing or influencing the control of the issuer
               of the securities and were not acquired and are not held in
               connection with or as a participant in any transaction having
               that purpose or effect.

         (b) The following certification shall be included if the statement is
             filed pursuant to Section 240.13d-1(c):

               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were not acquired
               and are not held for the purpose of or with the effect of
               changing or influencing the control of the issuer of the
               securities and were not acquired and are not held in connection
               with or as a participant in any transaction having that purpose
               or effect.

SCHEDULE 13G                                                        PAGE 6 OF 6
                                   SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.





Date: July 6, 2004                 By:  /s/ Peter G. Angelos
                                        ------------------------
                                   Name:    Peter G. Angelos
                                   Title:   Individual