**UNITED STATES**

** SECURITIES ANDEXCHANGE COMMISSION**

**Washington****, D.C. 20549**

**FORM 10-K/A**

[**X**]  AnnualReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2006.

or

[  ]  TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from _____________ to _______________.

**Commission file number 0-23666**

**Tripos, Inc.**

(Exact name of registrant as specified in its charter)

| **Utah**                                                            | ** **                                 | **43-1454986**                       |
|---------------------------------------------------------------------|--------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or  organization)     | ** **                                 | (I.R.S. Employer Identification No.) |
|                                                                     |                                            |                                      |
| **1699 S. Hanley Rd, St. Louis, MO**                                | ** **                                 | **63144**                            |
| (Address of principal executive offices)                            |                                            | Zip Code                             |
| Registrant's telephone number, including area code:  (314) 647-1099 |
|                                                                     |                                            |
| Securities registered pursuant to Section 12(b) of  the Act:        |
| Title of each class                                                 | Name of each exchange on which registered: |
|  Common stock, $.01 Par Value                                  | NASDAQ Stock Market                        |
|                                                                     |                                            |
| Securities registered pursuant to Section 12(g) of  the Act:        |
| None                                                                |
| (Title of class)                                                    |
|                                                                     |                                            |                                      |  |  |

Indicateby check mark if the registrant is a well-known seasoned issued, as defined inRule 405 of the Securities Act.   Yes __  No X     

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the 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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter 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 if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant's knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of the Form 10-K or any amendment to this Form 10-K [**X**].

Indicate by check mark whether the registrant isa large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2of the Exchange Act. 

| Large accelerated  filer  ___ | Accelerated filer  ___ | Non-accelerated filer   _X |
|------------------------------------|-----------------------------|---------------------------------|

Indicate by check mark whether the registrant isa shell company (as defined in Rule 12b-2 of the Act).  Yes__         No  X

The aggregate market value of the voting stockheld by non-affiliates of the Registrant as of June 30, 2006****was$11,198,637 (based upon the June 30, 2006 closing price for shares of theRegistrant's Common Stock as reported by the NASDAQ Global Select Market). Shares of Common Stock held by each officer, director and holder of 5% or moreof the outstanding Common Stock have been excluded in that such persons may bedeemed to be affiliates.  This determination of affiliate status is notnecessarily a conclusive determination for other purposes.

On March 30, 2007, there were 10,392,835****sharesof the Registrant's Common Stock outstanding with a par value of $0.01.

**DOCUMENTS INCORPORATED BY REFERENCE**

None.

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**INTRODUCTORY COMMENTS**

Tripos, Inc. is filing this amendment on Form10-K/A to its annual report on Form 10-K previously filed on April 17, 2007 tosupply the information required in Part III in lieu of a separate proxystatement.  In addition, the company is amending Part II, Item 5. to includethe Comparison of Shareholder Returns graph that was previously omitted and toprovide disclosure related to recent developments.

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**PART II**

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**ITEM5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDERMATTERS**

Tripos' common stock trades onThe NASDAQ Global Select Market System under the symbol "TRPS".  

On January 4, 2007, we receiveda letter from the Listing Qualifications Department of NASDAQ indicating thatwe failed to comply with the minimum bid price requirement for continuedlisting because the bid price for our common stock had fallen below the $1minimum required for more than 30 consecutive days and that if the situationwas not remedied within 180 days of the notice our common stock would bedelisted.  We can regain compliance if, any time before July 4, 2007, the bidprice of our common stock closes at or above $1.00 per share for a minimum of10 consecutive business days.

In addition, we have beeninformed by NASDAQ that, upon the sale of the DR business, we will beconsidered a "shell company" and will therefore be delisted within 10 days ofthe consummation of the sale of the DR business.  Upon delisting, we expectthat there will be no active public trading market for our common stock, andour board may consider deregistering our securities under the SecuritiesExchange Act.

Tripos, Inc. (the"Company") issued a press released dated April 24, 2007 announcingthat on April 18, 2007, it received a letter from the Nasdaq ListingQualifications Department advising the Company that for the year ended December31, 2006, Tripos did not comply with the minimum $10 million stockholders'equity requirement for continued inclusion on the NASDAQ Global Market underMarketplace Rule 4450(a)(3).  Tripos was given until May 3, 2007 toprovide NASDAQ with a specific plan to achieve and sustain compliance with allNASDAQ Global Market listing requirements, including the minimum stockholders'equity standard and to indicate a time frame to resolve the listingdeficiency.   If by May 3, 2007, Tripos has not completed the sale of itsDiscovery Research business and/or has not computed the gain on its DiscoveryInformatics sale, Tripos will inquire of NASDAQ about what additional stepsshould be taken to avert a delisting due to the net worth requirement,including a deferral of any action by NASDAQ pending completion of the sale ofthe discovery research business.

The following table sets forththe range of the high and low sales prices per share of the common stock forthe fiscal quarters indicated, as reported by NASDAQ. Quotations representactual transactions in NASDAQ's quotation system but do not include retail markup,markdown, or commission.

| ** **     | 2006  | ** ** | 2005 |
|----------------|-------|------------|------|
|                | High  | Low   |      | High | Low  |
| First quarter  | $4.14 | $2.71      |      | $5.61 | $3.92 |
| Second quarter | $3.10 | $1.84      |      | $4.84 | $3.38 |
| Third quarter  | $2.18 | $0.90      |      | $4.70 | $3.30 |
| Fourth quarter | $1.90 | $0.55      |      | $4.42 | $2.40 |

We had approximately 700shareholders of record and 3,200 beneficial holders as of December 31, 2006. We have not declared or paid any dividends on our common stock and do not planto pay dividends in the future pending our dissolution and liquidation.

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As discussed in Item 1. Business - Liquidationand Dissolution Activities, on March 15, 2007 our stockholders approved a planof dissolution, pursuant to which the company will be dissolved and its assetsliquidated.  We intend to close our stock transfer books and discontinue recordingtransfers of our common stock at the close of business on the date we sell orshutdown our Discovery Research business or upon any earlier delisting byNASDAQ, which we refer to as the "final record date."  Thereafter, certificatesrepresenting our common stock shall not be assignable or transferable on ourbooks except by will, intestate succession or operation of law and we shallcease issuing stock certificates (other than replacement certificates).  

**COMPARISON OF SHAREHOLDER RETURN**

** **

**Indexed Comparison of Total Return since December 2001**

**Total Return Index for the NASDAQ National Market and**

**Total Return for NASDAQ Pharmaceutical Companies**

                Note:      Assumes $100 invested on12/31/01 in Tripos Common Stock, the total return index for the NASDAQ NationalMarket and the total return index for NASDAQ Pharmaceutical Companies.  Assumesreinvestment of dividends on a daily basis.

** **

The graph covers the period from December 31, 2001through the fiscal year ended December 31, 2006.  The graph assumes that $100was invested on December 31, 2001 in Tripos Common Stock and in each index andthat all dividends were reinvested.  No cash dividends have been declared onour Common Stock.  Shareholder returns over the indicated period should not beconsidered indicative of future shareholder returns.

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**PARTIII**

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**ITEM10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**

**DIRECTORS**

On March 15, 2007 the shareholders of the companyapproved the sale of the assets of the Discovery Informatics business to anewly formed subsidiary of Vector Capital Corporation, this transaction closedon March 20, 2007.  In addition, the shareholders approved the plan ofliquidation and dissolution of Tripos, Inc.  The Board of Directors intends tocarry out the liquidation of the remaining assets of the Company and to effectthe dissolution of Tripos, Inc. culminating with a distribution of any and allremaining proceeds to shareholders.  Promptly following the sale or shutdown ofTripos Discovery Research, Tripos will commence the liquidation and dissolutionprocess by filing Articles of Dissolution with the State of Utah.  Once thatoccurs, Tripos will be prohibited from conducting any business activities otherthan certain actions incident to the dissolution and liquidation of Tripos. The liquidating distributions are expected to commence late in the thirdquarter or early in the fourth quarter of 2007.  Certain members of the Boardwill remain in place to oversee the process of liquidation and dissolution.  Inlight of the expected dissolution in 6 months, the Board does not believe thatstockholders will benefit from an election of directors. However, if thedissolution process becomes extended, the Board will reconsider thisdetermination.

|  | **Name**          |  | **Director Since** |  | **Age** |  | **Name**           |  | **Director Since** |  | **Age** |
|--|-------------------|--|--------------------|--|---------|--|--------------------|--|--------------------|--|---------|
|  |                   |  |                    |  |         |  |                    |  |                    |  |         |
|  | Ralph  S. Lobdell |  | 1994               |  | 63      |  | Alfred  Alberts    |  | 1997               |  | 75      |
|  | Stewart  Carrell  |  | 1994               |  | 73      |  | John  P. McAlister |  | 1994               |  | 58      |
|  | Gary  Meredith    |  | 1996               |  | 72      |  | Ferid  Murad       |  | 1996               |  | 70      |

*Ralph S. Lobdell* has served as the Chairman of our Board of Directorssince June 1994.  Mr. Lobdell received his Bachelor of Science degree from theU.S. Naval Academy in 1965 and his Master of Business Administration fromStanford University in 1972.  Mr. Lobdell worked for First Chicago Corporationfrom 1972 through 1977, initially on the parent company staff and then itsventure capital subsidiaries.  In 1977, Mr. Lobdell joined Abbott Laboratoriesin Chicago in Corporate Planning and Development.  Mr. Lobdell worked for theHarbour Group, a St. Louis based investment company, from 1979 until hisretirement in 1991.  He was appointed President of Harbour in 1987.  Mr. Lobdell served on the Board of Directors of virtually all ofHarbour's portfolio companies acquired during his tenure.  In September 2004,Mr. Lobdell was elected to the board of the Iraq Middle Market DevelopmentFoundation and in January 2005, he was elected to the board of directors of theMiddle East Micro-Credit Company.  Both of these entities are not-for-profitnon-governmental organizations. 

*Alfred W. Alberts* was appointed as a Director in February 1997.  Mr.Alberts is currently serving on the Board of Directors of Cardium Therapeutics,Cambridge, Massachusetts and is a scientific consultant to several majorpharmaceutical companies.  He served as the Vice President of Biochemistry andNatural Product Discovery at Merck Research Laboratories prior to hisretirement in 1995.  Prior to joining Merck, Mr. Alberts was a member of thefaculty of the Department of Biochemistry at Washington University in St.Louis.  Mr. Alberts has co-authored six patents and received severalprestigious awards including the Thomas Alva Edison Award, the Inventor of theYear Award as well as an Honorary Doctor of Science degree from the Universityof Maryland.

*Stewart Carrell* has been a Director since May 1994.  He served asChairman of the Board of Directors of Evans & Sutherland ComputerCorporation until his retirement in 2001.  Between 1984 and 1994, Mr. Carrellwas Chairman and/or Chief Executive Officer of several companies through hisassociation with the investment banking and venture capital firm of Hambrecht& Quist.  Prior to 1984, Mr. Carrell was employed for 25 years by TexasInstruments in various capacities, the most recent of which was Executive VicePresident. *** ***Mr. Carrell holds an undergraduate degree fromSouthern Methodist University and a Masters degree from Stanford University.  

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*Dr. John P. McAlister* has served as our Chief Executive Officer and as aDirector since May 1994.  Dr. McAlister obtained his B.S. in Chemistry fromTarleton State College in 1971 and his Ph.D. in Biochemistry and X-RayCrystallography from the University of Wisconsin, Madison, in 1978.  In 1980after a two-year post-doctoral appointment, Dr. McAlister joined the staff ofthe Computer Systems Laboratory at Washington University, St. Louis where heserved first as Associate Director of the MMS-X National Collaborative ResearchProgram and then as Research Associate in Computer Science.  Dr. McAlisterbegan working for Tripos in 1982 under contract to supervise softwaredevelopment for molecular graphics applications.  In 1984, he joined Tripos asDirector of Software Research and Development.  In 1987, Dr. McAlister wasnamed Vice President, Research and Development, and in 1988 was promoted toPresident.  Dr. McAlister's current responsibility consists of supervising theongoing efforts to sell Tripos Discovery Research and working with the Board ofDirectors to complete the dissolution and liquidation of Tripos. 

*Gary Meredith*was named a Director in January 1996.  Mr. Meredithrecently retired from service on the Board of Directors of Regence BlueCrossBlueShield of Utah for which he also served as Chairman of the AuditCommittee.  He retired from his position as Senior Vice President of Evans& Sutherland Computer Corporation ("E&S") in 1999.  Mr. Meredith hadbeen with E&S for twenty-two years during which time he held severalpositions including Assistant to the President, VP-Administration,President-Interactive Systems Division, VP-Development, Secretary and ChiefFinancial Officer.  Prior to joining E&S, he was President of InterwestGeneral Corporation and Windsor Industries.  Mr. Meredith also was Chairman andPresident of Reid-Meredith, Inc., a company he founded in 1962.  Mr. Meredithreceived his B.S. degree from Brigham Young University. 

*Dr. Ferid Murad*****was named aDirector in November 1996.  Dr. Murad received his M.D. and Ph.D. from CaseWestern Reserve University.  Dr. Murad is the former Vice President ofPharmaceutical Research and Development at Abbott Laboratories, and formerly,the President and CEO of Molecular Geriatrics Corporation, a bio-pharmaceuticalcompany.  Dr. Murad has held a number of notable positions during his careerincluding Chairman of the Department of Medicine at Stanford University, Chief of Medicine at Palo Alto Veterans Administration Hospital and Director ofClinical Research at the University of Virginia School of Medicine.  Dr. Muradwas the 1998 co-recipient of the Nobel Prize for Physiology or Medicine as wellas the 1996 recipient of the Albert Lasker Medical Research award and is amember of the National Academy of Science.  He is currently Professor in theDepartment of Integrative Biology, Pharmacology and Physiology at theUniversity of Texas Medical School in Houston and Director of the Institute of Molecular Medicine.

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**MANAGEMENT**

Set forth below is certaininformation with respect to our executive officers and additional keyemployees, as of March 31, 2007, other than our President and Chief ExecutiveOfficer, Dr. John P. McAlister, whose biographical information is set forthunder "Directors" above.  Upon the sale of Tripos Discovery Research, Dr.McAlister is expected to be the sole executive officer of Tripos.

**Executive Officers and KeyEmployees:**

** **

| Name           | Age | Title                                                    |
|----------------|-----|----------------------------------------------------------|
| Simon  J. Cole | 52  | Vice  President, Finance, Tripos Discovery Research Ltd. |
| Mark  C. Allen | 57  | Senior  Vice President, Discovery Research               |

*Simon J. Cole* received his diploma in Accountancy and BusinessStudies from the University of Glamorgan in 1973 and became a Fellow of theChartered Institute of Management Accountants in the United Kingdom.  Mr. Colewas with a local public accounting firm before entering industry.  He has heldvarious financial and operational positions with manufacturers such as eightyears with Famous Names Ltd., a UK-based confectioner/retailer, and nine yearswith Nutricia, a Dutch-owned infant and clinical foods manufacturer.  In 1995he joined Millipore Corporation where he was the Head of Finance for theBioPharmaceutical Division in the United Kingdom.  In 2002, he joined TriposDiscovery Research, Ltd. and currently holds the position of Vice President ofFinance.

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*Dr. Mark C. Allen*received his BSc degree in Chemistry from Exeter University and hisMPhil and PhD degrees from the Council for National Academic Awards afterperiods of postgraduate study at the Universities of Plymouth and Brighton. Dr. Allen is a Chartered Chemist and a Fellow of the Royal Society ofChemistry.  He joined CIBA-Geigy Pharmaceuticals UK Ltd. in 1975.  In 1994after progressing through the organization in both the UK and the US, Dr. Allenwas appointed Head of Core Drug Discovery Technologies for CIBA PharmaceuticalsUK where he was responsible for all analytical chemistry, combinatorialchemistry, scale-up chemistry and molecular modeling activities.  Following theformation of Novartis in early 1997, Dr Allen was appointed Head of DrugDiscovery Support for Novartis Pharmaceuticals UK.  He joined Tripos DiscoveryResearch Ltd in 1998 as Director of Research & Analytics and DeputyManaging Director.  He was promoted to Vice President, Head of Operations in1999, where his responsibilities included the direction and management of allscientific activities at Tripos Discovery Research.  In 2005, he was promotedto Senior Vice President, Discovery Research.

** **

**Section 16(a) BeneficialOwnership Reporting Compliance**

Section 16(a) of the Securities Exchange Act of 1934(the "Exchange Act") requires our officers and directors, and persons who ownmore than ten percent of Tripos Common Stock, to file reports of ownership andchanges in ownership with the Securities and Exchange Commission.  Officers,directors and greater than ten-percent shareholders are required by SECregulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received, or writtenrepresentations from certain reporting persons that no year-end reports onForms 5 were required for those persons, we believe that, during fiscal 2006,our officers, directors, and greater than ten-percent beneficial ownerscomplied with all applicable filing requirements.

**Code of Ethics**

The Company has adopted a code of ethics that applies toall of its directors, officers (including its chief executive officer, chieffinancial officer, chief accounting officer, controllers and any personsperforming similar functions) and employees.  The Company's code of ethics isavailable on its website at www.tripos.com.  The Company will also post anyamendments to or waivers of its code of ethics on its website.

** **

**Audit Committee**

The Company has a separately-designated AuditCommittee established in accordance with the Section 3(a)(58)(A) of theExchange Act.  The Board has determined that Mr. Ralph Lobdell, Mr. StewartCarrell and Mr. Gary Meredith qualify as "audit committee financial experts" asdefined by the rules of the SEC and each of them is independent, asindependence is currently defined under NASDAQ's listing standards. The Auditcommittee members are deemed to be audit committee financial experts based ontheir respective cumulative financial work experience as described in theirbiographies. 

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** **

** **

**ITEM 11.   EXECUTIVECOMPENSATION**

**COMPENSATION DISCUSSION AND ANALYSIS**

** **

The Compensation Committee of the Boardof Directors ("the Committee") is responsible for setting the generalcompensation policies for us, which include specific compensation levels forexecutive officers, bonus pools, and option grants under the 2005 EquityIncentive Plan.  This Committee is comprised of all of the independent membersof the Board of Directors -- Ralph Lobdell, Alfred Alberts, Stewart Carrell, GaryMeredith, and Ferid Murad.

The following compensation discussion and analysisprovides information regarding the objectives and elements of our compensationphilosophy and policies for the compensation of our Chief Executive Officer,Chief Financial Officer and our three most highly-compensated executiveofficers in 2006 other than our Chief Executive Officer and Chief FinancialOfficer.  We refer to these individuals collectively as our named executiveofficers, or NEOs.

* *

*Objectives*

Compensation programs are designed to attract andretain key executives by providing appropriate incentives linked to ourfinancial and non-financial performance.  The NEOs' compensation package iscomprised of (i) base salary, (ii) annual incentive opportunity tied to achievementof operating income and other financial and non-financial operational goals,and (iii) long-term incentives established to align the interests of managementwith those of shareholders, in the form of stock options.  

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*Designed to reward performance*

The Compensation Committee evaluates theperformance of the Chief Executive Officer and the other NEOs annually basedupon financial and non-financial goals that contribute to the profitability andgrowth of Tripos.  The Committee has put in place compensation policies thatseek to enhance the linkage of compensation to company objectives and overallcompany performance.  

*Elementsof compensation*

Base Salaries -- Individual salary for the NEOs isset, and salary increases are likely to be, based on a variety of factorsincluding, but not limited to: competitive salary levels for the industry,individual job responsibilities, results versus target objectives, and Tripos'financial and non-financial performance.

Annual Incentives -- Annual incentive targets are setas a percent of salary for each employee, including our NEOs, based onattainment of company financial goals, business unit goals and individualperformance goals.  These goals are established by the Compensation Committeeeach year, as the Committee has not felt it necessary to establish a formalizedincentive plan with pre-set goals and believes it is more appropriate toestablish annual goals based upon current assessments of the Company's needsand performance objectives.  Weighting of goals varies by participant and isdependent upon their role and influence on the success of the Company.  TheCommittee sets the bonus levels for the senior management team, including theNEOs, at or above 40% of base salary subject to the achievement of the annualperformance goals described above.  For any bonus to become available, the Companymust achieve the company goals, then consideration is given to whether theNEO's business unit and the NEO have achieved their respective goals.  For2006, Mr. McAlister's target bonus levelwas set at 50% of his salary amount with 40% of the bonus based on theCompany's achievement of the financial goal for operating profit, 40% based onbusiness unit goal achievement and 20% on achieving individual goals asestablished by the Board.  For Messrs. Koontz, Rubin, Schmidt-Bäse, Allen andYingling (each of whom, with the exception of Mr. Allen, has left the employ ofthe Company in 2007 to become employees of the company that purchased theDiscovery Informatics business or to pursue other opportunities), their targetbonus level was 40% of their salary amount with 40% based on the Companyachieving the financial goal for operating profit, 40% tied to achievement oftheir respective business unit operating goals and 20% based on achievement ofindividual performance goals. The Company did not achieve the company level goals in 2006and as a result no bonuses were paid to any employees, including the NEOs. 

Long-term Incentives -- We adopted the Tripos 2005Equity Incentive Plan and the 1994 Stock Option Plan to attract and retain thebest available personnel for positions of substantial responsibility, toprovide additional incentives to employees, and to promote the success of ourbusiness as part of our equity incentive compensation program.  Awards underthese equity incentive plans were designed to give the recipient an equitystake in our company and thereby closely align their interests with those ofour shareholders.  The Committee has established certain general guidelines inmaking option grants to executive officers in an attempt to target a fixednumber of unvested option shares based upon the individual's position and hisor her existing holdings of unvested options.  Although no options were grantedto executive officers in 2006, historically, the number of shares granted toeach executive officer has been based upon the officer's tenure, level ofresponsibility, and relative position in our company and, in the case of 2005grants, the Committee's intention to provide a retention incentive in light ofthe consideration of strategic alternatives for the Company.  In accordancewith its own policy and the terms of the 2005 Equity Incentive Plan, theCommittee will not re-price any granted stock options, and has not in the pastre-priced any options.  

*Howamounts are determined*

The Chief Executive Officer assesses and recommendsannual increases for other executives for review and approval by theCommittee.  The Compensation Committee sets the annual salary for the Chief ExecutiveOfficer and considers the recommendation for the other members of seniormanagement based upon its independent review of salary data for similarlysituated executives.

*Howeach element fits in the overall compensation plan*

The annual base salary is meant to provide a stablelevel of income for each NEO that is commensurate with his/her respectiveexperience and role within the organization.  Bonuses for each of our NEOs aredesigned to encourage the attainment of, and reward the achievement of, superiorshort-term results that enhance the current operations of the business.  Theequity incentive compensation program historically has meant to providelonger-term benefit to each NEO based on growth in the value of the business inthe marketplace.  The three elements are intended to attract and retain a highquality management team focused on near and long-term goals that are alignedwith the interests of our shareholders.  Given the plans to pursue strategicalternatives, no equity grants were made to the NEOs in 2006.

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*Timingof award grants*

Stock options or other equity awards are granted bythe Compensation Committee and may be based on the recommendation of the ChiefExecutive Officer.  Stock option awards are priced as of closing of the marketson the date when the Compensation Committee approves awards for distribution.

*Policyfor adjustment of awards*

Option awards, once granted, are not adjusted.  TheCommittee has established certain general guidelines in making option grants toNEOs in an attempt to target a fixed number of unvested option shares basedupon the individual's position and his or her existing holdings of unvestedoptions based upon the officer's tenure, level of responsibility, and relativeposition in our company.

*Factors for increasing or decreasing compensation*

As discussed above, the elements of compensation arereviewed annually with the goal of retaining the best talent and with a viewtoward competition for personnel with scientific backgrounds in St. Louis andin the mid-West, where the Committee believes the Company competes mostactively for personnel.  Compensation data is obtained and used forbenchmarking similarly sized companies, geographical relevance and relatedindustry comparability.  These elements along with individual performance areconsidered in setting each NEO's annual compensation.  Adjustments are alsomade for changes in assignments when appropriate.  No specific comparables arecurrently in use.  In prior years, the Company subscribed to multiple salarysurvey databases, but has discontinued those subscriptions. From time to timein the past, the Committee has worked with an independent compensationconsultant. 

*Post-terminationarrangements, change of control, etc.*

Employmentand Severance Agreements -- The Company does not utilize employment agreementsexcept for employees in certain European countries where employment contractsare required by local or EU laws or where market practices mandate use of acontract.  The NEOs' services are not covered by employment agreements.  Theseofficers are, however, covered by agreements that provide for payments based ontermination of employment following a change in control of the Company.  Iffollowing a change of control of the Company, the participatingexecutives' employment with the Company is terminated by the Company, theexecutives shall receive their accrued benefits along with a terminationpayment equal to one hundred percent (100%) of their respective then currentyear's base salary, plus one hundred percent (100%) of the amount, if any, of the prior year's bonus.  A change of controlwith respect to this clause was deemed to occur upon the agreement to sellsubstantially all of the assets of the Discovery Informatics business to VectorCapital.  Employees that were not offered positions with Vector's newsubsidiary were eligible to receive the termination payment described above andshown below in the "Payments Upon Termination or Change-in-Control" section. Additionally, in the event of a change in control, all outstanding options willimmediately vest.  

Ourseverance agreement with James Rubin was superseded in its entirety by a LetterAgreement when he ceased serving as our Chief Financial Officer on October 12,2006.  The Letter Agreement with Mr. Rubin set forth the terms of Mr. Rubin'scontinued employment with us and the terms of any termination payment. 

*Impact of tax treatment on compensation decisions*

The Internal RevenueCode and regulations limit the tax deduction we may recognize for compensationpaid to executive officers, to $1.0 million per person, per year.  Thisdeduction limit does not apply to compensation that complies with applicableprovisions of such regulations, including exceptions for incentive-basedcompensation and compensation granted pursuant to shareholder-approved plans. Because the Committee did not expect the compensation to be paid to theexecutive officers to exceed $1.0 million per person in 2006, the Committee didnot take any action prior to or during 2006 which would have been required tocomply with the aforementioned regulations so that the deduction limit wouldnot apply.  

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**SUMMARY COMPENSATIONTABLE**

** **

The following table summarizes the compensation paidto our Principal Executive Officer and to our Principal Financial Officers pluseach of our three next most highly compensated executive officers who wereserving as executive officers at the end of our last fiscal year.  Messrs.McAlister, Allen, Koontz, Rubin, Schmidt-Bäse and Yingling are collectively referredto as the "NEOs." 

**SUMMARY COMPENSATIONTABLE**

** **

| Name  & Principal Position           | Year | Salary(1) | All  Other Compensation(2) | Total        |
|------------------------------------------|------|-----------|----------------------------|--------------|
| **John P. McAlister**                    | 2006 | $380,000  | $6,600                     | $386,600     |
| President & Chief  Executive Officer |      |           |                            |              |
|                                          |      |           | *** ***               | *** *** |
| **Mark C. Allen**                        | 2006 | 202,752   | 29,491                     | 232,243      |
| Sr. VP, Discovery  Research              |      |           |                            |              |
|                                          |      |           |                            |              |
| **Bryan S. Koontz**(3)                   | 2005 | 200,000   | 6,600                      | 206,600      |
| Sr. VP, Discovery  Informatics           |      |           |                            |              |
|                                          |      |           |                            |              |
| **B. James Rubin**(4)                    | 2006 | 240,000   | 6,600                      | 246,600      |
| Former Sr. VP, Chief Financial Officer   |      |           |                            |              |
|                                          |      |           |                            |              |
| **Dieter Schmidt-Bäse**(3)          | 2005 | 257,688   | 15,342                     | 273,030      |
| Sr. VP, Worldwide Sales                  |      |           |                            |              |
| ** **                               |      |           |                            |              |
| **John D. Yingling**(4)                  | 2006 | 161,587   | 3,232                      | 164,819      |
| Sr. VP, Chief Financial Officer          |      |           |                            |              |
| ** **                               |      |           |                            |              |

_____________________

(1)   No bonuses or payments were awarded to our NEOsfor 2006 performance.    

(2)   Amounts in this column consist of (i) matchingcontributions for salary deferred under our 401(k) for Messrs. McAlister,Koontz, Rubin and Yingling; (ii) for Mr. Allen, a matching contribution to apersonal pension account; (iii) for Mr. Schmidt-Bäse, payment of a lifeinsurance premium; and (iv) for Messrs Allen and Schmidt-Bäse, car allowancesin the amount of $16,220 and $12,031, respectively, which payments are madepursuant to the terms of their standard U.K. and German employment contracts,respectively.

(3)   In connection with the completion of the sale ofour Discovery Informatics business in March 2007, we terminated the employmentof Mr. Koontz and Mr. Schmidt-Bäse resigned from his position to acceptemployment with the entity formed to purchase our Discovery Informaticsbusiness.

(4)    Mr. Rubin resigned from his position as ChiefFinancial Officer October 12, 2006 and Mr. Yingling was named as hisreplacement.  Mr. Rubin remained with the Company as Senior Vice President toperform special projects for the board of directors until his resignation inMarch 2007.  In connection with the completion of the sale of our DiscoveryInformatics business, Mr. Yingling resigned from the Company to acceptemployment with the entity formed to purchase our Discovery Informaticsbusiness.

** **

** **

----

**GRANTS OF PLAN-BASEDAWARDS**

** **

There were no grants ofawards to any of our NEOs in 2006.

** **

**Narrative to the Summary Compensation Table andthe Grants of Plan-Based Awards Table**

** **

For Messrs. Rubin, Allen and Schmidt-Bäse, theamounts disclosed in the tables above are in part a result of the terms oftheir employment agreements.  We have no other employment agreements with ourNEOs.

On October 12, 2006, we entered into a LetterAgreement with Mr. Rubin, outlining the terms and conditions of Mr. Rubin'scontinued employment with us after he ceased to be our Chief FinancialOfficer.  Under the Letter Agreement, Mr. Rubin remained as our Senior VicePresident and worked full-time until October 31, 2006, and effective November 1,2006, Mr. Rubin's compensation was converted to an hourly basis in anticipationof being reduced to half-time.  Effective any date after December 31, 2006,upon 30 days' prior written notice, either we or Mr. Rubin could terminate theagreement.  The Letter Agreement also modified Mr. Rubin's severance agreementwith us, and modified it such that the termination payment payable following achange in control in certain instances was reduced from an amount equal to 1year's salary and bonus to $140,000 and such payment would be payable in theevent of a change of control occurring within 6 months after termination of hisemployment.

Mr. Allen is employed under a U.K. contract thatprovides for his base salary, car allowance and an employer matching contributionto a private pension plan and for his participation in the bonus program. Pursuant to his contract, Mr. Allen is entitled to a severance payment in anamount equal to 1 year's salary and bonus that becomes payable in the event ofhis employment is terminated within two years following a change of control.

Mr. Schmidt-Bäse was employed during 2006 undera German contract that provides for his base salary, car allowance and anemployer contribution toward the premiums on a life insurance policy in lieu ofhis participating in a pension plan.  Mr. Schmidt-Bäse's employment agreementincludes a termination clause that would pay him for a six-month notice periodplus an amount equal to his average monthly salary multiplied by the differencebetween the number of years he has been employed and 6.

Other than Messrs. Rubin, Allen, andSchmidt-Bäse, our NEOs are employed on an "at will" basis for a base salary,participation in the Company's bonus program and other customary employeebenefits.  The NEOs are also covered by Executive Severance agreementsdescribed below under "Potential Payments Upon Termination or Change in Control".

----

**OUTSTANDING EQUITYAWARDS AT FISCAL YEAR-END**

| Name                      | Number of  Securities Underlying Unexercised Options Exercisable(1)			(#) | Number of  Securities Underlying Unexercised Options Unexercisable(1) 			(#) | Option  Exercise Price ($) | Option  Expiration Date |
|---------------------------|---------------------------------------------------------------------------|------------------------------------------------------------------------------|----------------------------|-------------------------|
|                           |                                                                           |                                                                              |                            |                         |
| John  P. McAlister        | 6,771                                                                     | 18,229                                                                       | $3.160                     | 11/18/2010              |
|                           | 25,000                                                                    | --                                                                           | $15.620                    | 9/7/2011                |
|                           | 40,000                                                                    | --                                                                           | $3.844                     | 5/11/2009               |
|                           | 24,000                                                                    | --                                                                           | $6.250                     | 7/29/2007               |
|                           | 95,771                                                                    | 18,229                                                                       |                            |                         |
|                           |                                                                           |                                                                              |                            |                         |
|                      |                                                                      |                                                                         |                       |                    |
| Mark  C. Allen            | 4,875                                                                     | 13,125                                                                       | $3.160                     | 11/18/2010              |
|                           | 6,667                                                                     | 3,333                                                                        | $5.710                     | 4/20/2014               |
|                           | 14,375                                                                    | 625                                                                          | $5.369                     | 2/14/2013               |
|                           | 15,000                                                                    | --                                                                           | $15.620                    | 9/7/2011                |
|                           | 27,000                                                                    | --                                                                           | $6.875                     | 5/18/2008               |
|                           | 67,917                                                                    | 17,083                                                                       |                            |                         |
|                           |                                                                           |                                                                              |                            |                         |
|                      |                                                                      |                                                                         |                       |                    |
| Bryan  S. Koontz          | 80,000                                                                    | --                                                                           | $3.700                     | 5/19/2010               |
|                           |                                                                           |                                                                              |                            |                         |
|                      |                                                                      |                                                                         |                       |                    |
| B.  James Rubin           | 4,875                                                                     | 13,125                                                                       | $3.160                     | 11/18/2010              |
|                           | 4,167                                                                     | 5,833                                                                        | $5.710                     | 4/20/2014               |
|                           | 38,333                                                                    | 1,667                                                                        | $5.369                     | 2/14/2013               |
|                           | 125,000                                                                   | --                                                                           | $16.000                    | 10/4/2011               |
|                           | 172,375                                                                   | 20,625                                                                       |                            |                         |
|                           |                                                                           |                                                                              |                            |                         |
|                      |                                                                      |                                                                         |                       |                    |
| Dieter  Schmidt-Bäse | 2,708                                                                     | 7,292                                                                        | $3.160                     | 11/18/2010              |
|                           | 14,667                                                                    | 7,333                                                                        | $5.710                     | 4/20/2014               |
|                           | 2,000                                                                     | --                                                                           | $15.620                    | 9/7/2011                |
|                           | 20,000                                                                    | --                                                                           | $15.125                    | 2/15/2011               |
|                           | 11,250                                                                    | --                                                                           | $7.844                     | 5/11/2010               |
|                           | 5,000                                                                     | --                                                                           | $3.844                     | 5/11/2009               |
|                           | 83                                                                        | --                                                                           | $6.250                     | 7/29/2007               |
|                           | 55,708                                                                    | 14,625                                                                       |                            |                         |
|                           |                                                                           |                                                                              |                            |                         |
|                      |                                                                      |                                                                         |                       |                    |
| John  D. Yingling         | 1,896                                                                     | 5,104                                                                        | $3.160                     | 11/18/2010              |
|                           | 12,000                                                                    | 6,000                                                                        | $5.710                     | 4/20/2014               |
|                           | 9,583                                                                     | 417                                                                          | $5.369                     | 2/14/2013               |
|                           | 20,000                                                                    | --                                                                           | $16.950                    | 8/3/2011                |
|                           | 6,000                                                                     | --                                                                           | $3.844                     | 5/11/2009               |
|                           | 4,000                                                                     | --                                                                           | $6.188                     | 3/16/2008               |
|                           | 2,400                                                                     | --                                                                           | $6.250                     | 7/29/2007               |
|                           | 55,879                                                                    | 11,521                                                                       |                            |                         |

        ____________________

(1)     As of December 31, 2006,the vesting date of each service-based option award that is not otherwise fullyvested is listed in the table below by expiration date:

| **Expiration Date** | **Vesting Schedule and Date**     |
|---------------------|-----------------------------------|
| ** **          | ** **                        |
| 11/18/2010          | 1,625  per month until 11/18/2009 |
| 02/14/2013          | 1,354  per month until 2/14/2007  |
| 04/20/2014          | 1,250  per month until 4/20/2008  |

                

As a result of the sale of our shareholdersapproving the plan of liquidation and dissolution of Tripos, Inc. on March 15,2007, each outstanding option to purchase common stock that was unexercisableimmediately vested and became exercisable; however, as of the date of thisReport the exercise price for each outstanding option was above the closingprice of our Common Stock.

** **

----

**OPTIONEXERCISES AND STOCK VESTED**

                Therewere no stock option exercises by, or any stock that vested for, any of ourNEOs in 2006.

**NONQUALIFIED DEFERREDCOMPENSATION**

** **

|                          | Executive  Contributions in Last FY(1)	($) | Registrant  Contributions in Last FY(2) 	($) | Aggregate  Earnings in Last FY	($) | Aggregate  Withdrawals / Distributions 	($) | Aggregate  Balance at Last FYE(3) 	($) |
|--------------------------|--------------------------------------------|----------------------------------------------|------------------------------------|---------------------------------------------|----------------------------------------|
|                          |                                            |                                              |                                    |                                             |                                        |
| Mark C. Allen            | 8,110                                      | 16,220                                       | 8,901                              | --                                          | 151,535                                |
| Dieter Schmidt-Bäse | --                                         | 3,310                                        | --                                 | --                                          | 30,095                                 |

___________________

(1)     Amounts reflected in thiscolumn represent a portion of each NEO's salary deferred in 2006.  Theseamounts are also included in the salary column in the *Summary CompensationTable* above.

(2)     The amounts in thiscolumn represent amounts contributed by the Company to match contributions thatMr. Allen made to an individual pension account.  The Company makes premiumpayments for a life annuity policy on behalf of Mr. Schmidt-Bäse.

**POTENTIAL PAYMENTS UPONTERMINATION OR CHANGE-IN-CONTROL**

Thesection below describes the arrangement in place as of December 31, 2006between the Company and its NEOs with respect to change-in-control event orcertain other termination events.

We have entered into severance agreements witheach of our NEOs under a form of agreement that has been in place since 1996and consistently used since that date.  Pursuant to the severance agreements,our NEOs are entitled to a termination payment equal to one year's base annualsalary plus an amount equal to 100% of the previous year's bonus paid, if any,and any accrued benefits, if at anytime during a change of control period theNEO's employment is terminated by us other than by reason of death, disabilityor cause or the NEO voluntary terminates his or her employment. 

Under our severance agreements, a change ofcontrol period commences on the date a change of control occurs and ends on thesecond anniversary of such change of control.  A change of control is definedas a change in ownership or managerial control of the stock, assets or businessof the Company as determined by the Board or in any event from one or more ofthe following: 

(i)                  theCompany executes a definitive agreement to merge or consolidate with or intoanother corporation in which the Company is not the surviving corporation andthe Common stock of the Company is converted into or exchanged for stock orsecurities of any other corporation, cash, or any other thing of value;

(ii)                theCompany executes a definitive agreement to sell or otherwise dispose ofsubstantially all its assets;

(iii)               theCompany undergoes a change of control of the nature required to be reported inresponse to Item 6(e) of Schedule 14A of Regulation 14A promulgated under theExchange Act;

(iv)              apublic announcement that more than thirty percent (30%) of the Company's thenoutstanding voting stock has been acquired by any person or group; or

(v)                achange is made in the membership of the Board of the Company resulting in amembership of which less than a majority were also members of the Board on thedate two years prior to such change, unless the election or the nomination forelection by the stockholders of the Company, of each new director was approvedby the vote of at least two-thirds of the directors then still in office whowere directors on the date two years prior to such change.

On November 19, 2006 the Company entered into adefinitive agreement to sell all or substantially all of its assets related toits Discovery Informatics business, and as a result a change of control period,as defined under the severance agreements, was deemed to have occurred forpurposes of the severance agreements.  In addition, in connection with thecompletion of the sale of our Discovery Informatics business several of ourNEOs voluntarily declined to receive severance benefits in connection withaccepting an offer of employment from the purchaser of our DiscoveryInformatics business. 

----

Pursuant to a Letter Agreement entered into on October12, 2006, Mr. Rubin's severance agreement with us has been modified to reducethe termination payment payable following a change in control in certaininstances from an amount equal to 1 year's salary and bonus to $140,000.  Inaddition, any termination payment to Mr. Rubin would be payable in the event ofa change of control occurring within 6 months after termination of hisemployment.

**Payment and Benefit Estimates**

The table below was prepared to reflectthe estimated payments that would have been made pursuant to the agreementsdescribed above.  Except as otherwise noted, the estimated payments werecalculated as though the applicable triggering event occurred and the NEO'semployment was terminated on December 31, 2006, using the share price of $0.68of our Common Stock as of December 29, 2006, the last business day of2006. 

| **Executive**                              | **Aggregate Severance Pay** | **Acceleration of Vesting of Stock Options**(1) |
|--------------------------------------------|-----------------------------|-------------------------------------------------|
| ** **                                 | ** **                  | ** **                                      |
| John  P. McAlister                         |                             |                                                 |
| Termination  following a Change-in-Control | $ 380,000 (2)     | $ 18,285                                   |
| Mark  C. Allen                             |                             |                                                 |
| Termination  following a Change-in-Control | 200,000 (2)            | 17,325                                          |
| Bryan  S. Koontz                           |                             |                                                 |
| Termination  following a Change-in-Control | 200,000 (3)            | --                                              |
| B.  James Rubin                            |                             |                                                 |
| Termination  following a Change-in-Control | 140,000 (3)            | 17,967                                          |
| Dieter  Schmidt-Bäse                  |                             |                                                 |
| Termination  following a Change-in-Control | 258,000 (4)            | 15,379                                          |
| John  D. Yingling                          |                             |                                                 |
| Termination  following a Change-in-Control | 180,000 (4)            | 11,878                                          |

__________________

(1)   Acceleration of unamortized stock optioncompensation expense.

(2)   Represents amounts that the Companyexpects to pay in 2007.

(3)   Representsamounts paid in 2007.

(4)   Representsamounts no longer due by virtue of the NEO accepting employment with VectorCapital Corporation in connection with the sale of our DI Business.

**DIRECTOR COMPENSATION**

Mr. Ralph Lobdell receives an annual retainer of$25,000 as our Chairman of the Board and is reimbursed for all out-of-pocketexpenses related to attendance at meetings of the Board of Directors.  Mr.Lobdell's annual retainer was paid quarterly in the form of 50% cash and 50%stock (whole shares only) valued at the then market rate on the last tradingday of each fiscal quarter of 2006.  Non-employee members of the Board, exceptfor Mr. Lobdell, are each paid an annual retainer of $10,000, and are reimbursedfor all out-of-pocket costs incurred in connection with their attendance at allBoard meetings and applicable committee meetings.  The annual retainer was paidquarterly in the form of 50% cash and 50% stock (whole shares only) valued atthe then market rate on the last trading day of each 2006 fiscal quarter.  

Inaddition to the compensation described above, non-employee members of the Boardreceive $600 for attendance at quarterly and annual meetings.  As chairman ofthe Audit Committee, Mr. Carrell receives an additional $400 for attendance atAudit Committee meetings.  

No other compensation is paid to the non-employeemembers of the Board with respect to service on the Board although we retainthe discretion to make stock awards to them under the terms of the 1996Director Stock Compensation Plan.  Employee members of the Board receive noadditional compensation for their service on the Board.

Effective December 31, 2006, the Board discontinuedthe use of equity grants for director compensation; all future directorcompensation will be paid in cash.

----

The following table presents the 2006 compensation ofthe board of directors.

| Name(1)         | Fees Earned or Paid in  Cash 	($) | Stock Awards(2) ($) | All Other Compensation  ($)        | Total   ($) |
|-----------------|-----------------------------------|---------------------|------------------------------------|------------------|
| Ralph Lobdell   | $ 13,702                     | $ 13,698       |     $ 6,408(3) | $ 33,808    |
| Alfred Alberts  | 6,203                             | 6,197               | --                                 | 12,400           |
| Stewart Carrell | 6,602                             | 6,598               | --                                 | 13,200           |
| Gary Meredith   | 6,203                             | 6,197               | --                                 | 12,400           |
| Ferid Murad     | 5,304                             | 5,296               | --                                 | 10,600           |
|                 |                                   |                     |                                    |                  |

______________

(1)   Seethe Summary Compensation Table above for disclosure related to Mr. McAlisterwho was a NEO of the Company as of December 31, 2006

(2)   Amountsrepresent the dollar amount recognized for financial statement reportingpurposes for each director during 2006, as computed in accordance with theprovisions of Statement of Financial Accounting Standards ("SFAS") No. 123R,"Share-based Payments," which we refer to as FAS123R, other than disregardingany estimates of forfeitures relating to service-based vesting conditions.  SeeNote 21 of the consolidated financial statements of the Company for the yearended December 31, 2006 regarding assumptions underlying the valuation ofequity awards.

        Thesestock awards and all prior stock awards are fully vested in that they are notsubject to forfeiture.  As of December 31, 2006, the aggregate number ofvested and unvested stock option awards outstanding for each of ournon-employee directors was as follows:

|                 | Stock  Options | Actual        |
|-----------------|----------------|---------------|
|                 | Vested         | Unvested  (a) | Shares  Held |
| Ralph Lobdell   | 93,750         | 11,250        | 127,187 |
| Alfred Alberts  | 76,250         | 8,750         | 13,150 |
| Stewart Carrell | 51,250         | 18,750        | 127,730 |
| Gary Meredith   | 30,450         | 6,250         | 8,481 |
| Ferid Murad     | 73,750         | 11,250        | 72,317 |

(a) Upon the shareholders approval of the planof liquidation and dissolution a change of control event occurred and theunvested stock options immediately vested and became exercisable.

(3)   Amountsrepresent medical insurance premiums and the cost of an internet connection atMr. Lobdell's home to facilitate Company business. 

**Compensation Committee Interlocks and InsiderParticipation**

All of the independent directors serve as members ofthe Compensation Committee.  No current or previous members of the CompensationCommittee have been an officer or employee of the Company or any of itssubsidiaries.  No executive officer of the Company served as a member of theboard of directors or compensation committee or another entity, one of whoseexecutive officers served as a director or member of the Compensation Committeeof the Company.

**COMPENSATION COMMITTEEREPORT**

The CompensationCommittee reviewed and discussed with management the Compensation Discussionand Analysis set forth in this Annual Report on Form 10-K.  Based on the reviewand discussions, the Compensation Committee recommended to the Board ofDirectors that the Compensation Discussion and Analysis be included in theCompany's Annual Report on Form 10-K for the fiscal year ended December 31,2006.

* *

| *Compensation Committee*

* * | * *          |
|------------------------------------|-------------------|
| Mr. Ralph S. Lobdell, Chairman     | * *          |
| Mr. Alfred Alberts                 | Mr. Gary Meredith |
| Mr. Stewart Carrell                | Dr. Ferid Murad   |

----

** **

**ITEM 12.   SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**

**Equity Compensation Plan Information**

The table below lists the shares available for issuance under allcurrent equity compensation plans, the weighted average exercise price ofoutstanding options, warrants and rights, along with the number of securitiesavailable for future issuance:

| **Plan Category**                                                        | **Number of securities to be issued upon exercise of  outstanding options, warrants and rights	(a)** | **Weighted-average exercise price of outstanding  options, warrants and rights	(b)** | **Number of securities remaining available for future  issuance under equity compensation plans**(excluding securities reflected in column (a))**(c)** |
|--------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Equity compensation plans approved     by shareholders**     | ** **                                                                                           | ** **                                                                           | ** **                                                                                                                                             |
| 1994  Director Option Plan                                               | 381,700                                                                                              | $9.27                                                                                | None                                                                                                                                                   |
| 1994  Employee Stock Option Plan                                         | 1,081,113                                                                                            | $8.31                                                                                | None                                                                                                                                                   |
| 1996  Director Stock Compensation Plan                                   | N/A                                                                                                  | N/A                                                                                  | 79,037                                                                                                                                                 |
| 2002  Employee Stock Purchase Plan                                       | N/A                                                                                                  | N/A                                                                                  | 184,686                                                                                                                                                |
| 2005 Equity Incentive  Plan                                              | 324,827                                                                                              | $3.42                                                                                | 697,335                                                                                                                                                |
|                                                                          |                                                                                                      |                                                                                      |                                                                                                                                                        |
| **Equity compensation plans not approved     by shareholders** | None                                                                                                 | N/A                                                                                  | None                                                                                                                                                   |
| Total                                                                    | 1,787,640                                                                                            | $8.00                                                                                | 961,058                                                                                                                                                |

No grants or awards were made without prior approval ofthe Board of Directors from shareholder approved plans.

On January 5, 2005, Tripos issued warrants for 156,250shares with an exercise price of $4.48 as part of the terms to finance theacquisition of Optive Research, Inc.

**SecurityOwnership of Certain Beneficial Owners and Management**

Thefollowing tables set forth, as of March 31, 2007, the name of each person whoowns of record or is known by us to own beneficially more than 5% of theoutstanding shares of Common Stock, the number of shares owned by alldirectors, the executive officers named in the Summary Compensation Table (the"Named Executive Officers") and all directors and executive officers as agroup, and the percentage of the outstanding shares represented thereby.  Webelieve that each of the directors and executive officers has sole voting andinvestment power over such shares of Common Stock. 

** **

**Holders of More than 5%:**

| **Class of Stock** | ** **

**Name and Address of  Beneficial Owner**                             | **Amount and Nature**

**of Beneficial Ownership** | ** **

**Percent of Class**(1) |
|--------------------|-----------------------------------------------------------------------------------|----------------------------------------------------|-------------------------------------|
| Preferred          | Midwood Capital Management,  LLC	575 Boylston Street, 4th  Floor	Boston, MA 02116 | 1,833,333 (2)                                 | 100%                                |
| Common             | Huntleigh Advisors, Inc.	7800 Forsyth Blvd. 5th  Floor	St. Louis, MO 63105        | 528,130 (3)(a)	920,496 (3)(b)            | 5.1%	8.9%                           |

** **

----

**Directors and NamedExecutive and Other Officers:**

| ** **                               | **Amount and Nature of Beneficial Ownership  of Common Stock** | ** **                    |
|------------------------------------------|----------------------------------------------------------------|-------------------------------|
| ** **

**Name of Beneficial Owner** | **Direct Ownership**                                           | **Exercisable Stock Options** | **Total Beneficial Ownership** | **Percent of Class **(1) |
| Ralph S. Lobdell                         | 127,187                                                        | 100,000                       | 227,187 | 2.2% |
| Alfred Alberts                           | 13,150                                                         | 65,000                        | 78,150 | * |
| Stewart Carrell                          | 127,730                                                        | 65,000                        | 192,730 | 1.9% |
| Gary Meredith                            | 8,481                                                          | 36,700                        | 45,181 | * |
| John P. McAlister                        | 215,337                                                        | 114,000                       | 329,337 | 3.2% |
| Ferid Murad                              | 72,317                                                         | 80,000                        | 152,317 | 1.5% |
| Mark C. Allen                            | -                                                              | 85,000                        | 85,000 | * |
| Bryan S. Koontz (4)                 | 125,369                                                        | 80,000                        | 205,369 | 2.0% |
| B. James Rubin (4)                  | 2,000                                                          | 193,000                       | 195,000 | 1.9% |
| Dieter Schmidt-Bäse (5)        | -                                                              | 70,333                        | 70,333 | * |
| John  D. Yingling (5)               | 1,378                                                          | 67,400                        | 68,778 | * |
| All directors and executive              |                                                                |                               | ** ** |  |
| officers as a group (14  persons)        | 806,948                                                        | 1,150,124                     | 1,953,072 | 18.79% |

* Less than one percent of the outstandingCommon Stock.

 (1)     Percentageof beneficial ownership is calculated assuming 10,392,835 shares of CommonStock were outstanding on March 31, 2007.  This percentage includes CommonStock owned by (Direct Ownership) or that which such individual or entity hasthe right to acquire beneficial ownership of within sixty days of March 31,2007 (Exercisable Stock Options), including but not limited to the exercise ofan option; however, such Common Stock shall not be deemed outstanding for thepurpose of computing the percentage owned by any other individual or entity. Such calculation is required by Rule 13d-3(d)(1)(i) under the SecuritiesExchange Act of 1934.

(2)     MidwoodCapital also holds warrants to purchase up to 550,000 shares of Common Stock. ** **

 (3)     Thisinformation is based on Schedules 13G filed with the Securities and ExchangeCommission (the "SEC").  Each reporting entity attests that it has:

(a)sole voting and dispositive power over its reported shares of Common Stock;

(b)shared voting and dispositive power over its reported shares of Common Stock;

 (4)     Mr.Koontz and Mr. Rubin left full time employment with the Company in March 2007,but remain as consultants for certain projects.

(5)   Inconnection with the completion of the sale of our Discovery Informaticsbusiness in March 2007, Mr. Yingling and Mr. Schmidt-Bäse resigned from theCompany.

** **

** **

**ITEM13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE**

**Transactions with Related Person Policy**

In accordance with the Charter of the Company'sAudit Committee, the Audit Committee shall review all related partytransactions and similar matters to the extent required by NASDAQ to beapproved by an audit committee or comparable body.

On April 12, 2007, we entered into a bindingletter of intent with Dr. Thomas Mander, Mr. Simon J. Cole and Dr. Mark Allen(together, the "Purchasers") regarding the sale of the Company'sDiscovery Research Products and Services business (the "Business"). Dr. Mander, Mr. Cole and Dr. Allen are presently the Vice President, BusinessDevelopment & Strategic Alliances, Vice President, Finance, and ManagingDirector, respectively, of Tripos Discovery Research, Ltd. ("TDR"), awholly-owned subsidiary of the Company.  Under the terms of the letter ofintent, the Company and the Purchasers will negotiate in good faith adefinitive acquisition agreement pursuant to which a newly-formed entitycontrolled by the Purchasers will acquire all of the capital stock of TDR,thereby acquiring the Business as a going concern.  The aggregate considerationto be received by the Company for the sale of the Business will be £548,000. The Purchasers, through the newly formed entity, will also assume certainliabilities of the Company related to the Business.  There is no assurance thatthis transaction will be completed.

*** ***

----

**Director Independence**

The Board has determined that Ralph Lobdell, AlfredAlberts, Stewart Carrell, Gary Meredith and Ferid Murad are independentdirectors under the listing standards of the NASDAQ Stock Market.  Each memberof our Audit, Compensation, and Nominating Committee is independent under theNASDAQ independence requirements for each of the respective committees.

** **

** **

**ITEM 14.   PRINCIPAL ACCOUNTANTFEES AND SERVICES**

Fees for professional services provided by ourindependent registered public accounting firm in each of the last two fiscalyears, in each of the following categories are:

|                    | **BDO Seidman, LLP** |
|--------------------|----------------------|
|                    | **2006**             | **2005** |
| Audit Fees         | $ 339,826       | $ 367,621 |
| Audit-related Fees | --                   | -- |
| Tax Fees           | 77,362               | 44,895 |
| All Other Fees     | --                   | -- |
| Total              | $ 417,188       | $ 412,516 |

                *Audit Fees*. Consist of feesbilled for services rendered for the annual audit, the reviews of the Company'squarterly reports on Form 10-Q, and statutory audits required internationally. 

                *Audit-Related Fees*.  Wouldconsist of other accounting-related consultation services.  

                *Tax Fees*.  Consist of feesbilled for tax compliance, tax advice and tax planning research.  

                *All Other Fees*.  Consist of anyallowed fees not presented in the other categories listed above.

The Audit Committee has established a policy that allaudit and non-audit services will be pre-approved by the Committee or, in thecase of non-audit services, the Chairman of the Committee.  Consistent withthis policy, the Audit Committee authorized management to spend (in addition toapproved audit fees) up to $25,000 in aggregate annually on accounting and taxconsultations but not more than $15,000 on any single project.  All fees werepre-approved by the Chairman of the Audit Committee

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

SIGNATURES

                          TRIPOS,INC.

                By:   John P. McAlister                                                      April30, 2007

                          JohnP. McAlister                                                      Date

                          President,Chief Executive Officer

                          ChiefFinancial Officer and 

                          Memberof the Board of Directors

----

                                                                **ExhibitIndex**

Exhibit

Number                                                  Description

2.1a        Distribution Agreement between Tripos and E&S

3.1c        Amended and Restated Articles of Incorporation dated January 26, 1996

3.2a        Amended and Restated Bylaws of Tripos

3.3f         Articles of Amendment to the Articles of Incorporation of Tripos,Inc. dated January 26, 1996

3.4e        Articles of Amendment to the Articles of Incorporation of Tripos, Inc.dated February 4, 2000

10.1b      Tripos, Inc. 1994 Stock Option Plan *

10.2b      Tripos, Inc. 1994 Employee Stock Purchase Plan *

10.3b      Tripos, Inc. 1994 Director Option Plan *

10.4b      Tripos, Inc. 1994 401(k) Plan *

10.5c      Amendment to the 1994 401(k) Plan *

10.6 c      Tripos, Inc.1996 Director Stock Compensation * 

10.7 d      Tripos, Inc.2002 Employee Stock Purchase Plan *

10.8 d      Amendment tothe 1994 Director Option Plan *

10.9 h      Tripos, Inc.2005 Equity Incentive Plan *

10.10 j     Form ofExecutive Severance Agreement*

10.11 j     Form ofIndemnification Agreement with Directors and Executive Officers*

10.12 i     Agreementand Plan of Merger among Trips, Inc., Owl Acquisition, Inc., Optive Research, Inc.,Dr. Robert S. Pearlman and Bryan S. Koontz dated December 21, 2004

10.13 j     StockPurchase Agreement among Tripos, Horizon Technology Funding Company II LLC,Horizon Technology Funding Company III LLC and Sand Hill Venture Debt III, LLCdated December 21, 2004

10.14 k    AssetPurchase Agreement among Tripos, Inc. and Tripos (Cayman) L.P. dated November19, 2006

10.15 l     TransitionServices Agreement, dated as of March 20, 2007, by and among Tripos, Inc.,Tripos, L.P. and Tripos (DE), Inc.

10.16 l     Office Lease,dated as of March 20, 2007, by and among Tripos Realty, LLC and Tripos (DE),Inc.

10.17 m   PurchaseAgreement, dated as of February 4, 2007, by and among Tripos Realty LLC andSouth Hanley Road, LLC

10.18 m   FirstAmendment to Purchase Agreement, dated as of February 26, 2007, by and amongTripos Realty LLC and South Hanley Road, LLC

10.19 m   SecondAmendment to Purchase Agreement, dated as of March 21, 2007, by and amongTripos Realty LLC and South Hanley Road, LLC

21.1         Subsidiariesof Tripos, Inc.

23.1         Consent of BDOSeidman, LLP, Independent Auditors

24            Powerof Attorney, See the signature page

31.1         Certificationby Chief Executive Officer pursuant to Rule 13a-14(a) under the SecuritiesExchange Act of 1934, as amended (Filed herewith)

32.1         ChiefExecutive Officer certification of periodic financial report pursuant toSection 906 of the Sarbanes-Oxley Act of 2002. U.S.C. Section 1350 (Filedherewith)

*              ManagementContracts and Compensatory Plans pursuant to item 14(a)-3 of Form 10-K

a              Previouslyfiled as an exhibit to the Company's Registration Statement on Form 10 datedMay 27, 1994 (SEC File No. 0-23666) and incorporated herein by reference.

b              Previouslyfiled as an exhibit to the Company's Registration Statement on Form S-8, (SECFile No. 33-79610) dated May 31, 1994 and incorporated herein by reference.

c              Previouslyfiled as an exhibit to the Company's Form 10-K for the fiscal year endedDecember 31, 1995 (SEC File No. 0-23666)and incorporated herein by reference.

d              Previouslyfiled as an exhibit to the Company's Proxy Statement for the May 7, 2002 AnnualShareholders' Meeting (SEC File No. 0-23666).

e              Previouslyfiled as an exhibit to the Company's Form 10-K for the fiscal year endedDecember 31, 1999 (SEC File No. 0-023666) and incorporated herein by reference.

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**ExhibitIndex (continued)**

f               Previouslyfiled as an exhibit to the Company's Form 8-K filed on March 15, 1996 (SEC FileNo. 0-023666) and incorporated herein by reference.

g              Previouslyfiled as an exhibit to the Company's Form 8-K filed on January 10, 2005 (SECFile No. 0-023666) and incorporated herein by reference.

h              Previouslyfiled as an exhibit to the Company's Proxy Statement for the  May 11, 2005Annual Shareholders' Meeting (SEC File No. 0-23666).

i               Previouslyfiled as an exhibit to the Company's Form 8-K filed on January 10, 2005 (SECFile No. 0-23666) and incorporated herein by reference.

j               Previouslyfiled as an exhibit to the Company's  Registration Statement on Form S-1/A (SECFile No. 333-123742) dated May 18, 2005.

k              Previouslyfiled as an exhibit to the Company's Form 8-K filed on November 20, 2006(SECFile No. 0-23666) and incorporated herein by reference.

l               Previouslyfiled as an exhibit to the Company's Form 8-K filed on March 22, 2007 (SEC FileNo. 0-23666) and incorporated herein by reference. 

m             Previouslyfiled as an exhibit to the Company's Form 8-K filed on March 28, 2007 (SEC FileNo. 0-23666) and incorporated herein by reference.

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