UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2010

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number: 0-21699





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 and Zip Code)

610-458-7300

(Registrants Telephone Number, Including Area Code)





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   ̈    No   ̈

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 |  |  ̈ |  | Accelerated Filer         |  | x
|                        |  |   | 
|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

Number of shares outstanding of the issuers Common Stock, par value $.002 per share, as of July 23, 2010: 77,862,306 shares.









---

Explanatory Note

ViroPharma Incorporated (the Company) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2010 (the Form 10-Q) 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 10.1 originally filed with the Form 10-Q. This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this Amendment) is being filed solely to re-file Exhibit 10.1 and to amend and restate the Exhibit Index included in the Form
10-Q. 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.

Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions
are being made pursuant to this Amendment to the Companys financial statements or any other disclosure contained in the Form 10-Q.



---

|ITEM 6. | Exhibits
|------- | --------

List of Exhibits:



|       |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1* |  | Strategic Supply Agreement dated as of February 26, 2010, by and between ViroPharma Biologics, Inc., a wholly-owned subsidiary of ViroPharma Incorporated, and Biotest
Pharmaceuticals Corporation.*                                                                                                                                                                                                 
|       | 
|10.2  |  | Amendment Number 2 to the Agreement for the Purchase and Sale of Blood Plasma dated as of February 5, 2010, by and between ViroPharma Biologics, Inc., a wholly owned subsidiary
of ViroPharma Incorporated and DCI Management Group LLC (Incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10-Q for the period ended March 31, 2010, filed on April 28, 2010).

|       | 
|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.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |  |  |                         |  |                                                                                              
|---------------------- |  |  |  | ----------------------- |  | ---------------------------------------------------------------------------------------------
|                       |  |  |  | VIROPHARMA INCORPORATED
|                       |  |  | 
|Date: October 27, 2010 |  |  |  | By:                     |  | /s/    VINCENT J.
MILANO                                                                     
|                       |  |  |  |                         |  | Vincent J. Milano President and Chief Executive Officer (Principal Executive
Officer)        
|                       |  |  | 
|                       |  |  |  | By:                     |  | /s/    CHARLES A. ROWLAND,
JR.                                                               
|                       |  |  |  |                         |  | Charles A. Rowland, Jr. Vice President, Chief Financial Officer (Principal Financial
Officer)
|                       |  |  | 
|                       |  |  |  | By:                     |  | /s/    RICHARD S.
MORRIS                                                                     
|                       |  |  |  |                         |  | Richard S. Morris Chief Accounting Officer and Controller (Principal Accounting
Officer)