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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A

AMENDMENT NO. 1



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



FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004



| ̈ | 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 0-23155



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TRIMERIS, INC.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|DELAWARE                                                      |  | 56-1808663                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



3518 WESTGATE DRIVE

DURHAM, NORTH CAROLINA 27707

(Address of principal executive offices, including zip code)



(919) 419-6050

Registrants telephone number, including area code:



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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. x Yes ̈No



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). x Yes ̈No



The number of shares
outstanding of the registrants common stock as of October 15, 2004 was 21,858,753.



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EXPLANATORY NOTE



This Form 10-Q/A constitutes Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as
filed by us on August 9, 2004 (the Original Report). We are filing this Amendment No. 1 solely for the purpose of amending and restating Item 6(a) of Part II of our Original Report to clarify that Exhibit 10.6 to the Original Report
supersedes and replaces Exhibit 10.31 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Other than set forth in this Amendment No. 1, no information included in the Original Report has been amended by this Amendment No.
1. This Amendment No. 1 does not reflect events occurring after the filing of the Original Report, and does not modify or update the disclosures therein in any other way than as required to reflect this Amendment No. 1.



PART II OTHER INFORMATION



|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------



|(a) | Exhibits
|--- | --------



|     |  |                                                                                                                                                                                                                                                                                                                                                                                             
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Executive Employment Agreement between Trimeris, Inc. and George W. Koszalka dated June 21, 2004.*                                                                                                                                                                                                                                                                                          
|     | 
|10.2 |  | Sublease Agreement between Trimeris, Inc. and PPD Development, LP dated June 30, 2004.*                                                                                                                                                                                                                                                                                                     
|     | 
|10.3 |  | Lease Agreement and Amendments between PPD Development LP (formerly PPD Pharmaco, Inc.) and Weeks Realty, LP relating to Sublease Agreement filed as Exhibit 10.2 hereto.*                                                                                                                                                                                                                  
|     | 
|10.4 |  | Settlement Agreement and Release between Trimeris, Inc. and M. Nixon Ellis dated July 1, 2004.*                                                                                                                                                                                                                                                                                             
|     | 
|10.5 |  | Rescission of the Amendment to the Development and License Agreement dated July 12, 2004.*                                                                                                                                                                                                                                                                                                  
|     | 
|10.6 |  | Amendment to the Development and License Agreement between Trimeris, Inc. and Hoffman-La Roche dated on July 12, 2004 (Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Commission)(This exhibit supersedes and replaces Exhibit 10.31 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2003).**
|     | 
|31.1 |  | Rule 13a-14(a) Certification by Dani P. Bolognesi as Chief Executive Officer*                                                                                                                                                                                                                                                                                                               
|     | 
|31.2 |  | Rule 13a-14(a) Certification by Robert R. Bonczek as Chief Financial Officer*                                                                                                                                                                                                                                                                                                               
|     | 
|31.3 |  | Rule 13a-14(a) Certification by Steven D. Skolsky as Chief Executive Officer**                                                                                                                                                                                                                                                                                                              
|     | 
|31.4 |  | Rule 13a-14(a) Certification by Robert R. Bonczek as Chief Financial Officer**                                                                                                                                                                                                                                                                                                              
|     | 
|32.1 |  | Section 1350 Certification by Dani P. Bolognesi as Chief Executive Officer*                                                                                                                                                                                                                                                                                                                 
|     | 
|32.2 |  | Section 1350 Certification by Robert R. Bonczek as Chief Financial Officer*                                                                                                                                                                                                                                                                                                                 



|* | Previously filed.
|- | -----------------



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





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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 its behalf by
the undersigned, thereunto duly authorized.



|                 |  |  |  |                            
|---------------- |  |  |  | ---------------------------
|                 |  |  |  | Trimeris, Inc. (Registrant)
|                 |  | 
|October 15, 2004 |  |  |  | /s/ STEVEN D. SKOLSKY      
|                 |  |  |  | Steven D. Skolsky          
|                 |  |  |  | Chief Executive Officer    





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EXHIBIT INDEX



|     |  |                                                                                                                                                                                                                                                                                                                                                                                             
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Executive Employment Agreement between Trimeris, Inc. and George W. Koszalka dated June 21, 2004.*                                                                                                                                                                                                                                                                                          
|     | 
|10.2 |  | Sublease Agreement between Trimeris, Inc. and PPD Development, LP dated June 30, 2004.*                                                                                                                                                                                                                                                                                                     
|     | 
|10.3 |  | Lease Agreement and Amendments between PPD Development LP (formerly PPD Pharmaco, Inc.) and Weeks Realty, LP relating to Sublease Agreement filed as Exhibit 10.2 hereto.*                                                                                                                                                                                                                  
|     | 
|10.4 |  | Settlement Agreement and Release between Trimeris, Inc. and M. Nixon Ellis dated July 1, 2004.*                                                                                                                                                                                                                                                                                             
|     | 
|10.5 |  | Rescission of the Amendment to the Development and License Agreement dated July 12, 2004.*                                                                                                                                                                                                                                                                                                  
|     | 
|10.6 |  | Amendment to the Development and License Agreement between Trimeris, Inc. and Hoffman-La Roche dated on July 12, 2004 (Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Commission)(This exhibit supersedes and replaces Exhibit 10.31 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2003).**
|     | 
|31.1 |  | Rule 13a-14(a) Certification by Dani P. Bolognesi as Chief Executive Officer*                                                                                                                                                                                                                                                                                                               
|     | 
|31.2 |  | Rule 13a-14(a) Certification by Robert R. Bonczek as Chief Financial Officer*                                                                                                                                                                                                                                                                                                               
|     | 
|31.3 |  | Rule 13a-14(a) Certification by Steven D. Skolsky as Chief Executive Officer**                                                                                                                                                                                                                                                                                                              
|     | 
|31.4 |  | Rule 13a-14(a) Certification by Robert R. Bonczek as Chief Financial Officer**                                                                                                                                                                                                                                                                                                              
|     | 
|32.1 |  | Section 1350 Certification by Dani P. Bolognesi as Chief Executive Officer*                                                                                                                                                                                                                                                                                                                 
|     | 
|32.2 |  | Section 1350 Certification by Robert R. Bonczek as Chief Financial Officer*                                                                                                                                                                                                                                                                                                                 



|* | Previously filed.
|- | -----------------



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