UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A





(Mark One)

|x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011

OR



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number: 000-21699





VIROPHARMA INCORPORATED

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 23-2789550                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|730 Stockton Drive, Exton, Pennsylvania                        |  | 19341                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: 610-458-7300





Securities registered pursuant to Section 12(b) of the Act:



|                               |  |                                           
|------------------------------ |  | ------------------------------------------
|Title of each class:           |  | Name of each exchange on which registered:
|Common Stock, par value $0.002 |  | The NASDAQ Stock Market LLC               

Securities registered pursuant to Section 12(g) of the Act:

Title of each class: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities
Act.    Yes  x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ̈    No  x

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  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).    Yes  x    No   ̈

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.    x

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  | x |  | Accelerated Filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller Reporting Company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The approximate aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $1.2 billion as of June 30, 2011, based upon the closing sale price per share of
the Common Stock as quoted on the Global Market segment of the NASDAQ Stock Market on that date.

The number of shares of the
registrants Common Stock outstanding as of April 19, 2012 was 69,730,634 shares.









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EXPLANATORY NOTE

ViroPharma Incorporated (the Company) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year
ended December 31, 2011 (the Form 10-K) as an exhibit only filing in response to comments received from the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.62
originally filed with the Form 10-K. This Amendment No. 1 to Annual Report on Form 10-K/A (this Amendment) is being filed solely to re-file Exhibit 10.62. In addition, as required by Rule 12b-15 under the Securities Exchange Act of
1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

This Amendment is limited in scope to the items identified above and should be read in conjunction with the Form 10-K. This Amendment does not reflect events occurring after the filing of the Form 10-K
and, other than the furnishing of the information identified above, does not modify or update the disclosure in the Form 10-K in any way.



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Item 15. Exhibits, Financial Statement Schedules



|           |  |                                                                                                                                                         
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                             
|           | 
|10.62*    |  | Development and Option Agreement, dated December 22, 2011, by and between ViroPharma Incorporated and Meritage Pharma, Inc.                             
|           | 
|31.1*      |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           | 
|31.2*      |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



|* | Filed herewith.
|- | ---------------

| | Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly
authorized.



VIROPHARMA INCORPORATEDBy:

/s/    VINCENT J.
MILANOVincent J. MilanoPresident, Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



|                                                       |  |                                                                      |  |               
|------------------------------------------------------ |  | -------------------------------------------------------------------- |  | --------------
|Name                                                   |  | Capacity                                                             |  | Date          
|                                                       |  |                                                                     
|/s/    VINCENT J.
MILANO Vincent J. Milano             |  | President, Chief Executive Officer
(Principal Executive Officer)     |  | August 2, 2012
|                                                       |  |                                                                     
|/s/    CHARLES A. ROWLAND,
JR. Charles A. Rowland, Jr. |  | Chief Financial Officer
(Principal Financial and Accounting Officer) |  | August 2, 2012
|                                                       |  |                                                                     
|/s/    VINCENT J.
MILANO Vincent J. Milano             |  | Chairman of the Board                                                |  | August 2, 2012
|                                                       |  |                                                                     
|* Paul A. Brooke                                       |  | Director                                                             |  | August 2, 2012
|                                                       |  |                                                                     
|* William Claypool, M.D.                               |  | Director                                                             |  | August 2, 2012
|                                                       |  |                                                                     
|* Michael R. Dougherty                                 |  | Director                                                             |  | August 2, 2012
|                                                       |  |                                                                     
|* Robert J. Glaser                                     |  | Director                                                             |  | August 2, 2012
|                                                       |  |                                                                     
|* John R. Leone                                        |  | Director                                                             |  | August 2, 2012
|                                                       |  |                                                                     
|* Julie H. McHugh                                      |  | Director                                                             |  | August 2, 2012
|                                                       |  |                                                                     
|* Howard H. Pien                                       |  | Director                                                             |  | August 2, 2012

By signature set forth below, the undersigned, pursuant to the duly authorized powers of attorney filed
with the Securities and Exchange Commission, has signed this Amendment No. 1 to Annual Report on Form 10-K/A on behalf of the persons indicated.



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|     |  |                                   
|---- |  | ----------------------------------
|*By: |  | /s/    VINCENT J.
MILANO          
|     |  | Vincent J. Milano                 
|     |  | President, Chief Executive Officer

Date: August 2, 2012