48

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

                           FORM 10-K

[X]   Annual  Report Pursuant to Section 13 or  15(d)  of  the
Securities  Exchange Act of 1934.  For the fiscal  year  ended
December 31, 1999.

[  ]  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 0-23666

                         Tripos, Inc.
    (Exact name of registrant as specified in its charter)
         Utah                               43-1454986
(State or other jurisdiction              (I.R.S. Employer
of incorporation or organization)         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:
          None                               None

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

                 Common stock, $.01 Par Value
                Preferred Stock Purchase Rights
                       (Title of class)

Indicate  by check mark whether the registrant (1)  has  filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or  for  such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X   No   .

Indicate  by  check  mark if disclosure of  delinquent  filers
pursuant  to  Item  405  of Regulation S-K  is  not  contained
herein, and will not be contained, to the best of registrant's
knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of the Form 10-K or  any
amendment to this Form 10-K [X].

The  aggregate market value of the voting stock held  by  non-
affiliates  of  the  Registrant as  of  March  20,  2000,  was
$42,510,262 (based upon the March 20, 2000 closing  price  for
shares  of  the Registrant's Common Stock as reported  by  the
NASDAQ National Market).  Shares of Common Stock held by  each
officer,  director and holder of 5% or more of the outstanding
Common  Stock have been excluded in that such persons  may  be
deemed  to  be  affiliates.  This determination  of  affiliate
status is not necessarily a conclusive determination for other
purposes.

On March 20, 2000, 3,438,919 shares of the Registrant's Common
Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions  of the Registrant's Proxy Statement for  the  Annual
Meeting   of  Shareholders  to  be  held  May  11,  2000   are
incorporated by reference into Part III.


Part I

Item 1.

Business

Tripos,  Inc.  is a leading provider of integrated  discovery
software   products,   software  consulting   services,   and
discovery    research   services   to   the   pharmaceutical,
biotechnology,   agrochemical,  and   other   life   sciences
industries. We combine information technology and  scientific
research  to  optimize and accelerate molecular research  for
the discovery of new products by our clients.

With  a strong foundation in cheminformatics, Tripos provides
its  customers with what we believe are distinct  competitive
advantages.  Our  "chemically intelligent" discovery software
tools  are  able to manage, analyze and share biological  and
chemical  information.  Tripos' software consulting  services
help  to  organize  data in a manner  that  is  conducive  to
discovery  research.  Tripos' proprietary  chemical  compound
libraries  couple  Tripos' molecular  design  technology  and
synthesis capabilities.  Discovery research services leverage
Tripos'   cheminformatics  expertise  in   molecular   design
analysis  and medicinal chemistry.  Together, these  services
allow  our customers to take advantage of recent advances  in
high throughput screening for biological activity with a goal
of  accelerating  the  development and  commercialization  of
major new products.

Our customers, a number of whom are industry leaders, use our
products  and services to reduce product discovery costs  and
time,  and  to  accelerate  the  development  of  major   new
products.    To  date,  Tripos  has  entered  into  strategic
alliances with pharmaceutical companies that include  Warner-
Lambert  and  Pfizer along with biotechnology companies  that
include  Arena Pharmaceuticals, LION Biosciences AG  and  the
Wolfson  Institute.  Certain of these contracts  provide  for
recurring payments for products and services over the  course
of the contract term as well as milestone payments or royalty
arrangements  for  new  product discoveries.   Tripos  has  a
geographically diverse customer base, with more than half its
1999  revenues  derived  from European  and  other  customers
outside  the  United States.  Tripos has  a  worldwide  sales
force  with  offices  throughout the United  States,  and  in
England,  France and Germany, representatives throughout  the
Pacific  Rim,  and  its  Tripos Receptor  Research  chemistry
laboratories in England.

The remainder of this Item 1 contains certain statements that
are  forward-looking  and  involve risks  and  uncertainties.
Words   such   as   "expects",   "anticipates",   "projects",
"estimates",  "intends", "plans", "believes",  variations  of
such  words and similar expressions are intended to  identify
such  forward looking statements.  These statements are based
on  current  expectations and projections made by  management
and  are  not  guarantees of future performance.   Therefore,
actual  events,  outcomes and results may  differ  materially
from  what  is  expressed or forecast in such forward-looking
statements.   Among  the  factors  that  could  cause  actual
results   to   differ  materially  from  the  forward-looking
statements  are  set  forth  under  the  caption  "Cautionary
Statements  - Additional Important Factors to be  Considered"
in  Item 7, Management's Discussion and Analysis of Financial
Condition   and   Results  of  Operations  ("MD&A").   Tripos
undertakes   no  obligation  to  update  any  forward-looking
statements in this Form 10-K.

Industry Background

The    success    of   companies   in   the   pharmaceutical,
biotechnology,  chemical  and  agrochemical   industries   is
substantially  dependent upon their ability to  identify  new
pharmaceutical   and   chemical   compounds   with   targeted
activities  and  properties that can  be  brought  to  market
rapidly  and  on a cost-effective basis.  The  discovery  and
development  of  a  new pharmaceutical  or  chemical  product
candidate  typically  involves  many  investigative   phases,
including     storage,    retrieval,    analysis,     review,
communication, management and manipulation of  large  volumes
of   information   relating   to  chemical   structures   and
properties,   molecular  patterns,  statistical  information,
reactions  involved  in syntheses and biological  properties.
Based  on industry data, the average pharmaceutical discovery
process  requires synthesis and testing of more  than  10,000
chemical  compounds for each new product brought  to  market.
Tripos estimates that up to 30% of the expense of new product
research and development arises in the pre-clinical phases of
new  pharmaceutical development, the equivalent  pre-approval
phase   of  agrochemical  product  development  and   product
discovery phases of chemical research.

Industry pressure to reduce product development cost and time
to  market  are in part attributable to increased competition
and  increased  political, regulatory and consumer  scrutiny.
By  reducing the time to market, pharmaceutical companies can
generate  substantial  amounts  of  additional  profits.   In
addition, environmental regulations and consumer activism are
forcing  chemical  and  agrochemical  companies  to  evaluate
alternative  products  and means of doing  business,  thereby
increasing  their  product development and  operating  costs.
Pharmaceutical and biotechnology companies have focused their
R&D  efforts  on both novel compounds exhibiting demonstrable
benefits over existing commercial drugs and on novel targets,
many  of which are emerging from work being done on the human
genome   project.   Many  companies  are  implementing   high
throughput  screening laboratories with robotic  systems  for
the   rapid  analysis  of  large  numbers  of  compounds  for
biological activity.  An outgrowth of this development is the
increased need for material to screen, or to test.  Companies
are  buying thousands of compounds a year to screen in  order
to   find  a  novel  compound  with  the  desired  biological
activity.


Tripos Solution - Integration of Software, Research and Services


Tripos  believes  it  offers a uniquely integrated  suite  of
discovery information and analysis software tools and related
software  support  and  services,  specially  designed   lead
chemical compounds, and discovery research services.  We seek
to  accelerate our customers' product discoveries and time to
market through offering the opportunity to outsource research
and   discovery  activities  that  can  not  be   efficiently
performed  in  house.   The  key elements  of  this  strategy
include:

* State  of the art software products and software consulting
  services  that  aid in the identification of  new  chemical
  compounds for use in the product discovery process as  well
  as  in  the  production  of high volumes  of  new  chemical
  compounds used in the discovery process;

* A   proprietary  library  of  over  50,000  potential  lead
  compounds  which  we  believe  can  be  used  by   multiple
  customers  on  multiple  projects to  support  new  product
  discoveries;

* Discovery research services that enable customers  to  more
  efficiently and rapidly design multiple series  of  related
  chemical compounds to enhance the discovery process;

* Integration of informatics software and discovery  research
  services  to  maximize the effective  contribution  to  new
  discoveries; and

* A  worldwide focus to our customer base, which has resulted
  in  strategic arrangements with many leading pharmaceutical
  as well as emerging biotechnology companies.

Tripos  has  successfully  demonstrated  the  integration  of
software,  research  and services through its  collaborations
with  Arena  Pharmaceuticals and the Wolfson Institute.   The
rapid   and   efficient  discovery  in  these  collaborations
resulted  in  two  lead series of compounds progressing  from
inception  to in-vivo biology in less than nine  months  that
are   now  being  actively  marketed  to  the  pharmaceutical
industry.


Products and Services.


Tripos   offers  a  complementary  range  of   new   research
technologies    including   Discovery   Software,    Software
Consulting Services and Discovery Services.


Discovery Software

Tripos  offers  its customers the ability to  accelerate  the
speed  with  which  multiple new compounds can  be  generated
through  the use of Tripos' highly integrated expert chemical
design  software tools.  Our proprietary software is used  by
scientists at major research facilities around the  world  to
manage,   analyze   and   share   biological   and   chemical
information.  Software users generally require generation  of
multiple  series of new compounds, often numbering 10,000  or
more,  in  order  to  test reactions  to  biological  agents.
Tripos'  expert chemical design tools improve the  efficiency
of   the  chemical  design  process  by  providing  important
structure   and  property  data  to  the  scientists.    This
structure  and  property data is calculated  through  complex
pattern analysis and 3D simulation of chemical structures and
behaviors.   By  reviewing  data  produced  through   Tripos'
software products, scientists can avoid costly synthesis  and
testing  expenses  that are not likely  to  produce  positive
results.

The   information  produced  through  Tripos'  expert  design
environment  can  be  easily accessed and  reviewed  by  non-
specialist  users of the software such as medicinal  chemists
and biologists.  This easy communication and collaboration is
accomplished through Tripos' chemical Intranet technology.

The  cornerstone of Tripos' discovery software system is  its
common interface, the SYBYL(R) Expert Molecular Design System.
SYBYL is a comprehensive computational tool kit for molecular
design  and  analysis, which simplifies and  accelerates  the
discovery  of drugs and new chemical entities.   SYBYL  is  a
modular  collection of programs.  Customization to  meet  the
researcher's  specific  needs is  achieved  by  incorporating
optional  modules.   Tripos offers software  to  support  the
following   application   areas:   molecular   modeling   and
visualization (AdvComp, MOLCAD), chemical information systems
(UnityTM,  ChemInfo,  MetaLayer),  pharmacophore   perception
(FlexSTM, RECEPTORTM), combinatorial chemistry and  molecular
diversity (LegionTM/CombiLibMaker(R), DiverseSolutionsTM), structure-
activity relationships (QSAR, Advanced CoMFA(R), CharismaTM),
structural  biology and bioinformatics (Composer, GeneFoldTM,
MatchMakerTM), macromolecule-based drug design,  NMR analysis
and  structure  generation,  and desktop  modeling  and  data
analysis.

Other software products offered include:

UNITY Chemical         -industry-standard   3D-flexible   search
Database System        engine  for effective chemical  structure
                       based  searching of multiple, distributed
                       databases of chemical information

FlexXTM                -analyzes  potential drug  libraries  for
                       "fit" into a receptor site
                       -developed  by  Professor  Lengauer   and
                       associates  at  the GMD  German  National
                       Research     Center    for    Information
                       Technology

CharismaTM             -structure-activity          relationship
                       visualization     software     classifies
                       compounds   according  to  their   common
                       substructures and organizes results

SiteIDTM               -used  to  find  and visualize  sites  in
                       protein  molecules where  potential  drug
                       compounds would bind

GeneFoldTM             -protein    fold   identification    tool
                       developed    with   Professors    Jeffrey
                       Skolnick   and  Adam  Godzik,   and   The
                       Scripps Research Institute

ChemEnlightenTM        -enables   filtering   of   very    large
                       chemical structure data sets based  on  a
                       variety    of   metrics   from   multiple
                       platforms

GASPTM (Genetic        -genetic algorithm selects alignments  of
Algorithm              sets  of  flexible  molecules  with  more
 Similarity Program)   pharmacophoric features
                       -developed  by Drs. Gareth  Jones,  Peter
                       Willett   and   Robert   Glen    at   the
                       University of Sheffield and the  Wellcome
                       Research Laboratories.


Software Consulting Services

Tripos  is uniquely positioned to meet the growing demand  in
the  life  sciences industries for integration of information
management  for  all aspects of research  data.   The  highly
specialized research environments of these industries require
an  experienced understanding of the discovery  process.   We
draw  upon  two  decades of experience developing  scientific
software    applications   for   the    pharmaceutical    and
biotechnology  industries.   Our highly  trained  consultants
work   in  scientific  software  consulting  teams  to  build
exceptional enterprise applications specifically designed for
research.

Tripos'  consulting services are available to assist  at  all
stages of an information technology project, including:

     Analysis   and  Specification:  Tripos  is  skilled   at
     interviewing end-user scientists to determine  essential
     business  tasks, current business logic,  and  workflow.
     We  can perform this phase of a project independently or
     work  with  other consultants that are  engaged  by  the
     customer, in order to ensure that the highest  level  of
     scientific understanding is part of any ongoing project.
     Our   scientific  software  teams  are  experienced   at
     determining  the functional, performance  and  interface
     requirements of a new application.  Tripos enlists  real
     users   for   paper  prototype  systems  to  assist   in
     validating requirements, as well as ensuring a  complete
     and shared understanding of the system requirements.

     Research and Design: Tripos' scientific skills help  the
     Customer  develop novel methods for drug discovery.   We
     have   the  inside  edge  for  modifying  and  extending
     existing  Tripos drug discovery software to explore  new
     ideas.   Our  software  engineers are  skilled  in  data
     modeling  and object-oriented design, which  reduce  the
     risks  involved  in  engineering  complex  chemical  and
     biological information systems.

     Implementation and Maintenance: Tripos' large  staff  of
     Ph.D.  scientists  with  real  industry  experience   is
     skilled  in  all  vital  web-related  technologies.   We
     created  the first significant, and industry  recognized
     chemistry applications to be written in Java and we  are
     an  industry leader in providing high-quality and  high-
     value   customer   support   for   scientific   software
     applications.   Our  customers  have  always  ranked  us
     highly  when  it comes to providing helpful  and  timely
     assistance.


Discovery Research Services

With  the  rapid  changes in technology and  the  fluctuating
demand   for   high-level  capabilities  driven  by   project
initiations   and  terminations,  outsourcing  chemistry   in
discovery  research  is increasingly  valuable  to  the  life
science   industries.   Tripos  provides  discovery  research
services  in  high-throughput  and  medicinal  chemistry   to
identify,  refine, and optimize compounds for  our  customers
guided by our specialized design and analysis expertise.

Recent  advances  in  the area of high  throughput  screening
(rapid  screening of compounds for biological activity)  have
given rise to the need for large numbers of information-dense
compounds  by  pharmaceutical, biotechnology and  other  life
science   companies.   These  companies   routinely   acquire
thousands of compounds per year to screen in search of  novel
classes  of  active compounds.  By applying Tripos'  compound
design   technology   in  conjunction  with   its   synthesis
capabilities, we have brought to market LeadQuestTM, a growing
compound library that now includes over 50,000 compounds that
meet   our  diversity  and  purity  criteria.   This  library
provides  an  efficient  source of  compounds  for  screening
eliminating  the  redundant  and  impure  samples  from   the
screening  effort that are characteristic of other commercial
and internal screening collections.  When LeadQuest compounds
demonstrate activity in pharmaceutical company assays, we can
quickly and efficiently provide hundreds of similar compounds
for  follow-up  screening,  lead  optimization  and  scale-up
synthesis for interesting compounds.

Tripos   has   invested  substantially  in   state-of-the-art
chemistry  in  the  form  of screening  libraries,  follow-up
target-focused libraries and medicinal chemistry.   In  1997,
we  purchased  Receptor  Research Limited.   Tripos  Receptor
Research   is   now  fully  integrated  into  our   worldwide
operations  and  is  drawing  strength  from  and   providing
invaluable insights to the overall organization.  This aspect
of  the  business is both product and service  oriented.   We
sell,  broadly  and  non-exclusively, designed  libraries  of
chemicals for biological screening and also offer specialized
libraries  designed  to customer requirements  based  on  the
results of their biological testing.

Tripos  also uses the Tripos Receptor Research facilities  to
participate   with  collaborators  in  its  own   therapeutic
discovery  projects.   Our unique position  with  respect  to
informatics  and  analysis gives us a distinct  advantage  in
this competitive chemistry market.

The  Collaborative  Research group's  focus  is  on  internal
discovery collaborations with Arena Pharmaceuticals  and  the
Wolfson  Institute.   Tripos is combining  its  strengths  in
molecular  design, combinatorial chemistry, and data  capture
with the pioneering expertise of complimentary organizations.
Our  investments and collaborative efforts are structured  to
deliver  long-term  revenue and profits based  on  successful
research   that  leads  to  new  broad-based  products   when
partnered  with  pharmaceutical, biotechnology,  and  related
companies.   This  unit  is  dedicated  to  managing  efforts
critical  to  the success of these projects and  investments.
Our  goal  is  to partner these compounds with pharmaceutical
companies  for an upfront license fee and milestones  related
to any further development.

Tripos has developed a unique and proprietary technology  for
the  storage  and searching of vast numbers of  combinatorial
products  and  related  data called  ChemSpaceTM.  The unique
searching  methods enable the user to identify new  compounds
that  are  likely  to have similar activity to  the  original
molecule while avoiding problematic side effects or toxicity.
Using  this technology, Tripos has rapidly created a database
of   trillions  of  synthetically  accessible  small  organic
chemical structures that are searchable in real time  at  the
rate  of  two  trillion  per  hour.   The  database  can   be
customized  to  include  reactions  and  compounds  that  are
proprietary  to an individual customer project.   Tripos  may
license this technology to a limited number of pharmaceutical
companies  as  a  highly valuable part of  contract  research
relationships.  ChemSpace has proven to be an invaluable tool
in performing the compound design activities in both contract
research and collaborative research relationships.


Hardware Sales

Tripos  resells  computer  systems  manufactured  by  Silicon
Graphics Inc. to its customers upon request.  We do not  have
an  inventory  of systems on-hand, but merely facilitate  the
customers'  orders.  We provide this service as a convenience
to  our  customers and do not expect nor realize high margins
on these products.


Sales, Marketing and Distribution

Tripos  sells its software products directly in the U.S.  and
Europe,  through  an  exclusive  distributor  arrangement  in
Japan,  and  through  non-exclusive agency  relationships  in
Korea,  China, Singapore, India and Australia.   On  December
31,  1999,  our  sales  force  consisted  of  39  management,
technical,  sales and administrative employees:  17  for  the
United States and Canada, 20 in Europe, and 2 for the Pacific
Rim.  Our domestic sales and support center is located at our
headquarters in St. Louis, Missouri.  We also maintain  sales
offices  in California, New Jersey, Massachusetts,  and  near
London, Paris and Munich.

Historically,   for   our   software   product   lines    for
workstations,  Tripos employed separate  teams  selling  each
product  or  service.  These teams, which included scientists
working  in  collaboration  with our  sales  employees,  have
developed a consultative sales approach through which we have
created  relationships  with our key customers.   We  believe
these  relationships enable us to understand and better serve
the needs of our customers.  Because our customers frequently
have  both  domestic and international operations, our  sales
staff  and scientists in foreign locations work closely  with
their  counterparts in the United States to ensure  that  our
customers'  international needs are met in a coordinated  and
consistent  fashion.   For 2000, Tripos'  sales  organization
will  leverage  its  customer contacts by  having  each  team
represent all products and services.

Tripos  sells  its workstation-based software products  in  a
variety  of ways, one of which is term licenses on the  basis
of a fixed number of simultaneous users per module.  Network-
based  licensing is available, based on a count of the number
of  simultaneous users.  We have also introduced one, two and
three  year  token license options that offer  customers  the
ability  to tailor their product selections to their specific
research  needs  and that are renewable at  the  end  of  the
selected  terms.  We expect our customer base to  migrate  to
shorter-term  license renewals based on  the  flexibility  to
access more of our software products.  These arrangements are
expected  to  provide a predictable recurring revenue  stream
from  periodic  renewals.  Software  packages  consisting  of
modules   typically  purchased  by  customers  in  particular
industry  segments have been defined and have been  specially
priced  to facilitate customer purchase of an optimal  module
set for their problems.

Software  Consulting  Services are sold  on  a  collaborative
basis, by direct salespeople and scientists, to the end  user
chemist  and  information  technology  departments   at   the
customer  site.   Each contract is negotiated  based  on  the
custom  software service needs of the customer.  The term  of
the  contract  is highly variable but current examples  range
from  two weeks up to two years.  Tripos provides programming
and  scientific  expertise  on  a  cost  plus  margin  basis.
Services may include specifications, gap and risk assessment,
and full biological and chemical data integration.

Historically,  sales  of  the compound  libraries  were  made
through  a staff dedicated to the product, however, beginning
in 2000, all sales representatives will offer these products.
The LeadQuest library now includes over 50,000 compounds that
are  available  for purchase.  The compounds are  sold  on  a
nonexclusive  basis to all purchasers and Tripos  retains  no
trailing rights to the compounds once they are purchased by a
customer.

Tripos' sales staff includes employees with Ph.D. degrees  in
chemistry, various advanced degrees in the sciences and  work
experience  with various hardware and software  suppliers  as
well   as   with   the  industries  we  serve.    Our   sales
representatives are compensated through a combination of base
salary, commissions and bonuses based on quarterly and annual
sales  performance.   In addition, our pre-sales  scientists,
all  of  whom  have Ph.D. degrees in chemistry or  a  closely
related field, receive total compensation determined in  part
by  their  success in supporting and generating  sales  in  a
particular territory.

Contract research and software development relationships  are
offered  through  a team comprised of salespeople,  discovery
scientists and members of the senior management staff.   This
approach  is  best  suited for the  long  cycle  required  to
develop  meaningful partnerships with key customers  for  the
outsourcing of discovery research.

Tripos   exhibits  its  products  and  services  at   various
scientific  conferences  and  trade  exhibitions,   including
national  and  regional conferences of the American  Chemical
Society,  at  the IBC Drug Discovery Conference, Society  for
Biomolecular Screening and the CHI High Throughput  Screening
for  Drug Discovery Conference.  Tripos scientists frequently
publish and present results of original research at these and
other conferences throughout the world.

Tripos   sells   its  personal  computer  software   products
principally  through  direct  mail  and  relationships   with
distributors.


Customer Training, Service and Support

Tripos' licenses typically provide a limited warranty  for  a
90-day  period.  Thereafter, support of our software products
is  provided  for an annual fee.  Approximately  85%  of  our
commercial  customers and 68% of our academic customers  have
contracted for support service.  This service gives customers
access to telephone consultation with our technical personnel
in  local  offices,  on-line  access  to  a  company-operated
computer  bulletin  board, new release versions  of  licensed
software  and other support required to utilize our  products
effectively.

Tripos  offers customer training in the use of  its  products
through  staff knowledgeable in both chemistry  and  computer
science.   We  send  technical  newsletters,  bulletins,  and
advance  notification about future software releases  to  our
customers  to  keep  them informed  and  to  help  them  with
resource allocation and scheduling.  We also sponsor seminars
throughout   the   world   for   our   customers,   involving
presentations  both  by our personnel  and  guest  lecturers.
These seminars are designed to enhance customer understanding
of  our products and their potential utilization as an aid to
customer  research  requirements. We  currently  provide  our
customers   with  advice  on  computer  system  configuration
management  and frequently provide customers with  consulting
advice in addressing particular research questions as part of
the normal pre- and post-sales process.


Product Development

Tripos  believes that its position as a leader  in  discovery
products  and  services will depend  in  large  part  on  its
ability  to  enhance its current product  line,  develop  new
products,  maintain technological competitiveness,  integrate
complimentary  third-party  products  and  meet   a   rapidly
evolving  range  of  customer  requirements.   We  intend  to
continue  to  make  substantial investments  in  product  and
technology development to meet our customers' demands.

We  have  previously  experienced delays  in  developing  new
products  ranging  from  a few days to  approximately  twelve
months.   The  complexity  of  developing  new  and  enhanced
scientific information management software in a client/server
environment    is   significant.    Delays   or    unexpected
difficulties  in  any  segment of a development  project  can
result  in  late or undeliverable product.  In view  of  this
complexity, there can be no certainty that we will be able to
introduce  our products on a timely basis in the  future,  or
that   our   new  products  and  product  enhancements   will
adequately  meet  the  requirements  of  the  marketplace  or
achieve market acceptance.

Tripos' research and development activities are undertaken by
its  Discovery  Software  group and  its  Discovery  Services
group.   The  Discovery Software group, composed of  chemists
and  other  scientists,  works  closely  with  customers   to
identify  market needs for new products.  Upon identification
of  a  market need for a new product, the Discovery  Software
group  collaborates  with our software engineers  to  develop
requirements and specifications, implement code  and  perform
regression  tests  for  the  new product.   Separate  quality
assurance,  environment management and systems groups  manage
the  final  release,  documentation and porting  of  the  new
product  to  all  supported platforms.  In  addition,  Tripos
funds  research at certain academic institutions.  We believe
that  this  funding allows us to gain access  to  significant
technology  not  otherwise available. We  enter  into  funded
research    and   development   arrangements    with    major
pharmaceutical customers to develop software tools crucial to
data capture and management in high throughput environments.

Tripos  derives Discovery Service revenues from its  compound
library product, LeadQuestTM, and Discovery Contract Research
services.   Through  an alliance with MDS Panlabs,  Inc.,  we
sold  the OptiverseTM compound library in 1997 and the  first
quarter  of 1998.  Optiverse was a general screening  library
of over 100,000 diverse chemical compounds.  In early 1997, a
shift  in  the  market demanded an increase in the  level  of
purity  of  this product.  Despite the anticipation  of  this
demand  and  the  purchase  of a  specialized  apparatus  for
compound purification, the delay in receipt of this equipment
and  subsequent  further  delay in the  purification  process
caused a nine-month slippage in new product.  In early  1998,
we  restructured  our agreement with MDS Panlabs  terminating
our  distribution of the Optiverse product.   Simultaneously,
we shifted the focus of our newly acquired laboratory, Tripos
Receptor  Research  in Bude, England, from contract  research
synthesis  to  synthesis for general screening libraries  and
announced  the  launch of our own LeadQuest compound  library
product.  In June 1998, we purchased an inventory of  highly-
pure  diverse  chemical  compounds  from  a  third-party  for
distribution to continue generating revenue from this market.
In  September  1998, we opened our first laboratory  facility
suitable  for  all  chemical synthesis operations.  We  began
production  of  newly designed screening  libraries,  started
pilot  projects  for contract research and generated  focused
libraries in our internal therapeutic collaborative work with
Arena Pharmaceuticals and the Wolfson Institute.  In May 1999
we   opened   our  second  and  larger  laboratory  facility,
providing  us with the capacity to accommodate large  library
synthesis  and  contract research operations  simultaneously.
By  the  end  of  1999, we had reached our  targeted  monthly
synthesis  and purification rate. The inventory of  compounds
of  the LeadQuest library has increased to over 50,000 highly
pure  compounds  available for sale and we completed  several
contract research projects.

Research  and  development  expenses  include  all  costs  of
software  development and maintenance, all necessary expenses
to  deliver  upon software consulting service contracts,  all
non-capitalized  costs  associated  with  the  production  of
compound  libraries  and  all costs of  fulfilling  discovery
research projects.  In accordance with Statement of Financial
Accounting  Standards No. 86 and SOP 98-1, Tripos capitalizes
software  development  costs for both external  and  internal
use.

Tripos  has  entered into consulting contracts  with  certain
customers  that  provide  for  collaboration  in  customizing
chemical  compound libraries for drug discovery  in  specific
therapeutic  areas.   We recognize revenue  related  to  such
agreements   as  contractual  milestones  are  achieved   and
delivered  or,  absent  such  contractual  milestones,  on  a
completed contract basis.

Our   software  consulting  services  consist   of   building
customized  systems  solutions for our  customers.   Chemical
research teams require improved information access and  usage
in their discovery process.  We help our customers meet these
needs by applying our expertise in web technologies, chemical
information  systems, and biological data handling  to  build
integrated  systems designed specifically for the  customer's
environment and discovery process.  Revenue is recognized  as
technology is delivered or services are performed.


Proprietary Rights

Tripos  relies  upon  a  combination  of  patent,  copyright,
trademark  and  trade secret laws. License and non-disclosure
agreements  are used to establish and protect the proprietary
rights in our products.  We hold two key patents in the  area
of  analysis  of  the relationship of chemical  structure  to
activity;  one issued in the early 1990's on our  SYBYL  QSAR
product  and  the other issued in 1998 on our Hologram  QSAR.
From 1996 to 1998, Tripos applied for nine (9) other software
patents  and,  jointly with collaborators, for an  additional
four (4) composition-of-matter or related use patents, all of
which  are patent-pending.  The source code for our  products
is  protected  both as a trade secret and as an  unpublished,
copyrighted  work.   In addition, our core software  products
are   developed  and  manufactured  only  at  our  St.  Louis
facility.  Tripos does not disclose the source code  for  its
products  to any of its distributors.  We supply  our  source
code  under special, restrictive license provisions to a very
limited number of customers only on special request, none  of
which  has been received in the last five years.  Also,  upon
request, Tripos has placed source code in escrow for use by a
minimal  number  of designated customers for limited  support
purposes on a contingency basis.  All major software products
are  shipped  from our St. Louis facility under  a  technical
license management system that governs access.  Despite these
precautions, it may be possible for a third party to gain use
of our products or technology without prior authorization, or
to   develop  similar  technology  independently.   Effective
copyright  and trade secret protection may be unavailable  or
limited  in  certain  foreign  countries  where  Tripos  does
business.   The markets in which we compete are characterized
by  rapid technological change.  While we believe that  legal
protection  of  our  technology is an  important  competitive
factor,  we  are aware that such factors as the technological
and   creative   skills   of  our  personnel,   new   product
development, frequent product enhancements, name  recognition
and  reliable product support are important in maintaining  a
sustained technology leadership position.

Tripos   licenses  its  workstation  software   through   the
execution  of  license agreements.  We license  our  personal
computer  software products by use of a "shrinkwrap" license.
A   "shrinkwrap"  license  agreement  is  a  printed  license
agreement  included within packaged software that sets  forth
the  terms and conditions under which the purchaser  can  use
the  product  and is intended to bind the purchaser,  by  the
purchaser's  acceptance of the software, to  such  terms  and
conditions.

Tripos  has  a number of contracts with academic institutions
and individuals providing it the right to license, market and
use technology developed outside the company.  These products
enhance  our  ability to offer an enriched product  line  and
represent a material percentage of our annual revenue.

Tripos'  general  screening and targeted compound  libraries,
which   are  manufactured  and  shipped  by  Tripos  Receptor
Research  from its Bude, England facilities, and the  related
synthesis  methods  and  approaches, are  protected  by  non-
disclosure   agreements  during  the  prospective  customer's
evaluation   and/or  use.   Compound,  consulting,   contract
research and collaborative agreements entered into by  Tripos
require  specific documentation regarding defined proprietary
rights,  responsibilities of the parties, and/or allowed  use
of any related compounds or libraries of compounds.


Competition

Tripos    operates   in   a   highly   competitive   industry
characterized  by rapidly changing technology,  frequent  new
product introductions and enhancements, and evolving industry
standards. We compete with other vendors of software products
designed    for   applications   in   analytical   chemistry,
computational chemistry, chemical information management, and
combinatorial  chemistry; the four  principal  areas  in  the
chemical  and  pharmaceutical research market. Our  Discovery
Services  group competes with other vendors for the  sale  of
contract  research, targeted libraries and  diverse  compound
libraries.

Competition  is  likely to intensify as  current  competitors
expand their product offerings and as new companies enter the
market.   The  competition we experience in our existing  and
targeted  markets  could result in price reductions,  reduced
margins and loss of market share, all of which could  have  a
material  adverse  effect on us.  A number  of  our  existing
competitors  have significantly greater financial,  technical
and  marketing  resources than we do.  We  believe  that  the
principal  factors affecting competition in our  markets  are
product  quality,  performance,  reliability,  ease  of  use,
technical service, support, and price.  We expect that  these
factors  will remain major competitive issues in the  future,
but  additional  factors will become increasingly  important,
including  contribution  to  the overall  efficiency  of  the
research  effort through enhanced integration,  communication
and  analysis.  Although we believe that we currently compete
favorably  with  respect to these factors, there  can  be  no
assurance  that  we  will  be able  to  compete  successfully
against   current  and  future  competitors   or   that   the
competitive pressures we face will not have a material effect
on our business, operating results or financial condition.


Production

Our  software  production operations consist  of  assembling,
packaging,  shipping of software and database products  along
with documentation needed to fulfill orders.  Outside vendors
provide printing of documentation, manufacturing of packaging
materials  and assembly of our desktop products. We typically
ship our software products promptly after the acceptance of a
customer  purchase  order  and the execution  of  a  software
license agreement.  Accordingly, we do not generally have any
significant software backlog, and we believe that  a  backlog
at  any particular time, or fluctuations in backlog, are  not
indicative of sales for any succeeding period.

LeadQuest chemical compounds are designed and manufactured at
Tripos  Receptor Research in Bude, England.   Compound  sales
are  shipped shortly after the execution of a sales  contract
between  the customer and Tripos.  The potential for backlogs
exists in the delivery of compounds due to the nature of  the
materials to be accumulated, packaged and shipped along  with
the  sometimes  lengthy  compound selection  process  of  the
customer.  Backlogs will fluctuate based on the number,  size
and timing of orders received, and availability of product.


Significant Customers

Tripos  does not derive 10% or more of its total  sales  from
any single customer.


International Sales

Tripos  sells its software products through its wholly  owned
subsidiaries  in Europe and through a network of distributors
in  the Pacific Rim, Australia and India.  Net sales from the
Company's  activities  outside of North  America  represented
approximately  41%, 48% and 55% of total net sales  in  1997,
1998,  and 1999, respectively.  Net sales in Europe accounted
for  32%,  40% and 46% of net sales in 1997, 1998, and  1999,
respectively, with the balance from customers in the  Pacific
Rim.   We  believe that revenues from our foreign  activities
will  continue  to  account for a significant  percentage  of
total  net  sales.  See Note 7 to the consolidated  financial
statements,  Geographic Segment Data, later  in  this  Annual
Report.


Employees

As of December 31, 1999, Tripos had a total of 206 employees,
of whom 114 were based in the United States and 92 were based
internationally.   Of  that  total,  59   were   engaged   in
marketing, sales and related customer-support services, 49 in
product  development,  58 in chemistry laboratory  activities
and  40 in operations, administration, MIS and finance.   Our
future  success is significantly dependent on  the  continued
service  of our key technical and senior management personnel
and  our  continuing  ability to attract  and  retain  highly
qualified  technical and managerial personnel.  None  of  our
employees are represented by a labor union nor covered  by  a
collective bargaining agreement.  We have not experienced any
work  stoppages and consider our relations with employees  to
be good.


Executive Officers of the Registrant

The  information  required by this item is  included  in  the
Tripos' Proxy Statement in connection with its Annual Meeting
of  Shareholders to be held on May 11, 2000 under the caption
"Management", and is incorporated herein by reference.



Item 2.   Properties

Tripos'   principal  administrative,  sales,  marketing   and
product  development  facilities are located  in  St.  Louis,
Missouri.  Tripos owns these facilities which are financed by
a  mortgage note.  Laboratory facilities in Bude, England are
owned  by the Company.  Tripos leases two domestic sales  and
service  offices  in  Shrewsbury, New Jersey  and  South  San
Francisco, California.  Our European subsidiaries lease sales
and  service  offices  in  the  United  Kingdom,  France  and
Germany.   We  believe  that  our  existing  facilities   are
adequate for our current needs and that additional space will
be available as needed.


Item 3.   Legal Proceedings

Tripos  is  currently not a party to any material  litigation
and  is  currently  not  aware of any pending  or  threatened
litigation  that could have any material adverse effect  upon
its business, operating results or financial condition.


Item 4.   Submission of Matters to a Vote of Security Holders

No  matters  were submitted to a vote of Tripos' shareholders
during  the fourth quarter of its fiscal year ended  December
31, 1999.



Part II

Item  5.    Market for Registrant's Common Stock  and  Related
Shareholder Matters

Tripos'  common  stock  trades on The NASDAQ  National  Market
System  under  the  symbol "TRPS".  The following  table  sets
forth the range of the high and low sales prices per share  of
the  common  stock  for  the  fiscal  quarters  indicated,  as
reported  by  NASDAQ. Quotations represent actual transactions
in NASDAQ's quotation system but do not include retail markup,
markdown, or commission.

             1999                High          Low
     First quarter......       $11.250       $7.625
     Second quarter.....       $ 9.000       $7.125
     Third quarter......       $ 8.250       $6.000
     Fourth quarter.....       $15.250       $6.375

             1998                High          Low
     First quarter......       $14.875       $ 9.000
     Second quarter.....       $14.750       $11.000
     Third quarter......       $14.000       $ 6.625
     Fourth quarter.....       $ 9.625       $ 5.250

Tripos  had  approximately 1,000 shareholders  of  record  and
2,600  street name holders as of December 31, 1999.   We  have
not  declared or paid any dividends on our Common Stock.    We
currently  intend to retain earnings for use in our  business,
therefore, we do not anticipate paying cash dividends  in  the
foreseeable  future  to  common shareholders.   Subsequent  to
December  31,  1999, Tripos sold 409,091 shares  of  Series  B
Convertible   Preferred   Stock   in   a   private   placement
transaction.  The Series B shares carry a dividend rate of  5%
payable  in  cash  or  stock  at  the  holder's  option,   are
redeemable  in  February 2005, and are  initially  convertible
into shares of Commons Stock on a one-for-one basis.



Item 6.   Selected Financial Data

  Selected Consolidated Financial Data

                                     Year     Year     Year     Year     Year
                                    ended    ended    ended    ended    ended
Consolidated Statements           Dec 31,  Dec 31,  Dec 31,  Dec 31,  Dec 31,
of Operations
In thousands, except per             1999     1998     1997     1996     1995
share amounts

Net Sales:
  Software licenses.............. $10,909  $11,639  $10,117   $9,186   $8,651
  Support........................   8,154    7,928    7,209    6,715    6,510
  Discovery services.............   5,185    2,831    7,737    9,053    2,111
  Hardware.......................   3,001    3,174    5,125    3,832    3,825

     Total net sales.............  27,249   25,572   30,188   28,786   21,097

Cost of sales....................   6,755    6,685    9,999    9,990    6,458

Gross profit.....................  20,494   18,887   20,189   18,796   14,639

Operating expenses:

  Sales and marketing............   9,673    9,737   10,065   10,705    9,951
  Research and development.......   8,450    6,263    3,810    2,796    2,978
  General and administrative.....   5,569    4,182    2,940    2,991    2,030
  Restructuring charge...........       -        -        -        -    2,165

Total operating expenses.........  23,692   20,182   16,815   16,492   17,124

Income (loss) from operations....  (3,198)  (1,295)   3,374    2,304   (2,485)
Other income (expense), net......   1,183    1,404      511      408      450

Income (loss) before income taxes  (2,015)     109    3,885    2,712   (2,035)

Income tax expense (benefit).....     274       38    1,305      760     (339)

Net income (loss)................ $(2,289)     $71   $2,580   $1,952  $(1,696)

Basic earnings (loss) per share(1) $(0.70)   $0.02    $0.84    $0.67   $(0.59)
Basic weighted average number
  of shares......................   3,277    3,208    3,085    2,923    2,860

Diluted earnings (loss) per
  share (1)......................  $(0.70)   $0.02    $0.74    $0.61   $(0.59)
Diluted weighted average
  number of shares...............   3,277    3,480    3,504    3,222    2,860

Consolidated Balance Sheet Data
(at year end)  (2)

Working capital.................. $ 6,351  $ 9,115   $9,544  $10,589  $ 8,800
Total assets..................... $40,390  $36,810  $32,610  $24,509  $19,059
Long-term obligations,
  less current portion........... $ 8,224  $ 5,514  $ 3,367  $     -  $     -
Total shareholders' equity....... $17,583  $19,509  $18,909  $14,367  $11,322

(1)  Earnings per share for 1996 and prior periods has been restated
     to reflect the adoption of FAS 128.
(2)  See Note 1 of the Notes to Consolidated Financial Statements for
     discussion regarding the comparability of consolidated balance sheet data.



Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

The  following discussion should be read in conjunction  with
the  audited  consolidated  financial  statements  and  notes
thereto.


Overview

Tripos, Inc. is a leading provider of an integrated array  of
discovery   software,  software  consulting   services,   and
discovery    research   services   to   the   pharmaceutical,
biotechnology,   agrochemical,  and   other   life   sciences
industries.   Tripos  combines  information  technology   and
scientific  research  to  optimize and  accelerate  molecular
research for the discovery of new products by its clients.

Tripos generates its revenues from a diversified offering  of
products and services. Our foundation is the software license
and support products we sell to the life sciences industries.
In  1999, over 80% of software license revenues were sold  to
the pharmaceutical and biotechnology industries; however,  no
single  customer  represented more than 10%  of  revenues  to
Tripos.  Tripos licenses its software and support in the form
of  one to three year renewable contracts for any of its more
than 50 software modules available for sale.  In 1999, 70% of
revenues were derived from the sale of software licenses  and
support.

Tripos' integration of chemistry and biological data  in  the
life  sciences  industries  creates  a  revenue  stream   for
software  consulting services.  Tripos maintains a  staff  of
specialists   who   use  its  proprietary  data   integration
framework   to  configure  customized  solutions   for   data
management.  Revenues in 1999 were 2% of total revenues,  and
we  expect  to  increase  sales activity  to  support  future
revenue growth.  Revenue is generated on a billable rate  per
day and is recognized as services are performed.

Tripos  leverages its expertise in chemical compound  library
design   technology   to  develop  and  manufacture   general
screening libraries for sale to the life sciences industries.
Its  current  library of over 50,000 highly pure and  diverse
compounds, is marketed under the name LeadQuestTM.  In  1999,
12% of revenues were derived from the sale of this product.

Tripos'  sale and manufacture of chemical compound  libraries
has  created  the  opportunity to  offer  follow-up  contract
research  services to customers for design and  synthesis  of
focused libraries for lead optimization.  A contract of  this
nature   may  be  derived  from  the  follow-up  of  positive
biological  activity  in  a  LeadQuest  compound  sold  to  a
customer  or  may  come  from  compounds  originated  by  the
customer.   In 1999, 7% of Tripos revenues were generated  by
this activity.

In  2000,  Tripos  plans  to market a comprehensive  research
process  to  its life sciences customers for rapid  and  cost
effective   discovery.    The   process   combines   advanced
informatics, chemistry and biology products and services, and
proprietary   discovery  technologies  for   efficient   lead
development, refinement, and optimization. Tripos  will  also
work   with  its  collaborators  to  achieve  the  milestones
associated with this type of contract. These would be  multi-
million  dollar  contracts  and  may  include  royalties  and
milestones.

In  February  2000, Tripos entered into a strategic  alliance
with  LION  Biosciences AG to integrate LION's bioinformatics
with Tripos' cheminformatics expertise.  The companies intend
to  jointly  market their products and services to  the  life
sciences  industry.  As part of this alliance,  LION  made  a
$9.0  million  investment in convertible preferred  stock  of
Tripos.   These  funds are being used for  general  corporate
purposes.

In 1999, Tripos created a strategic alliance with Cyprotex, a
newly  formed company whose focus is development of  in-vitro
screens  and data modeling capabilities to predict biological
reactions  of  new  chemical entities.  These  reactions  are
essential in determining the survival of new drug candidates.
Tripos and Cyprotex will jointly market their services to the
drug discovery market.

In  1999,  Tripos  completed its investment in  collaborative
internal  drug  discovery programs with Arena Pharmaceuticals
and  the  Wolfson Institute.  These collaborations generated,
in  a  relatively  brief  nine-month  period,  patented  lead
compounds  that  are actively being marketed  for  commercial
development  in  partnership with a  pharmaceutical  company.
Tripos does not expect to receive revenues from the licensing
of these compounds before the second half of 2000.

Tripos  also  acts  as  a reseller of  computer  hardware  in
conjunction   with  software  sales.   Hardware   sales   are
generally made to facilitate integration of Tripos'  software
into  customer  research activities and are not  a  focus  of
Tripos'   sales  activities.   Tripos  acts  merely   as   an
authorized reseller for a single vendor and does not maintain
any  inventory.   Accordingly, margins  on  these  sales  are
relatively modest.

Tripos  licenses its discovery software tools  to  customers,
provides  ongoing  support, including  upgrades  selected  by
customers, and provides consulting services to its  customers
that  enable  integration  of  Tripos'  discovery  tools   to
customers' discovery operations.  Certain long-term  software
licenses may, subject to certain rules of SOP 97-2 and SOP 98-
4,  be  recognized  over the life of  the  contract.   Tripos
generally   expenses  its  research  and  development   costs
associated with software enhancements and new software tools.
Thus,  a  significant  portion of the costs  associated  with
development and enhancement of software is accounted  for  as
research and development and not as a cost of software sales.

Over  the  past  two years, Tripos has staffed its  worldwide
operations to efficiently execute its current business  plan.
The  quarterly expenses include the fixed costs  of  research
and development for software development, software consulting
services,  and contract research.  Tripos believes  that  its
selling  and administrative costs will remain constant  on  a
quarterly basis.  Variability in quarterly expenses primarily
occurs  in  relation  to  the level  of  revenues  for  sales
compensation and bonuses.

Over the past two years Tripos has used its capital resources
to  fund  investments in the building of chemistry production
facilities,    chemical    compound   library    inventories,
collaborative drug discovery programs, staffing new  business
segments, and investments in Arena Pharmaceuticals.   In  the
future, Tripos expects to dedicate available cash to maintain
capital infrastructure and conduct operations.

Tripos'  revenues and expenses vary from quarter  to  quarter
depending  upon, among other things, the timing of  customers
budget  processes,  the  success of our  sales  efforts,  the
lengthy   sales  cycle  and  Tripos'  ability  to   influence
customers  and  prospective customers to  make  decisions  to
outsource  portions of their discovery process, the  size  of
the  customers' capital expenditure budgets, the  ability  to
produce  compound  libraries  in  a  timely  manner,   market
acceptance of new products and enhanced versions of  existing
products,  the timing of new product introductions by  Tripos
and  other  vendors, changes in pricing policies  by  Tripos,
partners  and other vendors, consolidation in customer  base,
and  changes  in general economic and competitive conditions.
In  addition,  Tripos  may choose to  negotiate  a  long-term
software license contract that may, subject to certain  rules
of SOP 97-2 and SOP 98-4, be recognized ratably over the life
of  the  contract.  See Note 1 of the Notes  to  Consolidated
Financial  Statements  for a further  discussion  of  revenue
recognition policies.  A substantial portion of revenues  for
each  quarter is attributable to a limited number  of  orders
and  tends  to  be realized toward the end of  each  quarter.
Thus, even short delays or deferrals of sales near the end of
a   quarter   can  cause  quarterly  results   to   fluctuate
substantially.  Tripos' quarterly results can be effected  by
the mix of its revenue components.

Except   for   the  historical  information  and   statements
contained   in  Management's  Discussion  and   Analysis   of
Financial  Condition and Results of Operations ("MD&A"),  the
matters and items contained in this document, including MD&A,
contain   certain  forward-looking  statements  that  involve
uncertainties  and risks, some of which are discussed  below,
including,   under   the   caption  "Cautionary   Statements-
Additional  Important  Factors to be Considered."  Tripos  is
under  no obligation to update any forward-looking statements
in  this  section.   Words such as "expects",  "anticipates",
"projects",   "estimates",  "intends",  "plans",  "believes",
variations of such words and similar expressions are intended
to identify such forward looking statements.



Results of Operations

  The  following table sets forth, for the periods  indicated,
certain  consolidated financial data as a  percentage  of  net
sales,  (except costs of sales data, which is set forth  as  a
percentage of the corresponding net sales data):
                                   1999      1998      1997

      Net sales:
        Software licenses            40%       46%       33%
        Support                      30        31        24
        Discovery services           19        11        26
        Hardware                     11        12        17
      Total net sales               100       100       100
      Cost of sales:
        Software licenses            17        21        17
        Support                       2         1         2
        Discovery services           37        44        45
        Hardware                     93        91        91
      Total cost of sales            25        26        33

      Gross profit                   75        74        67
      Operating expenses:
        Sales and marketing          36        38        33
        Research and development     31        25        13
        General and administrative   20        16        10
      Total operating expenses       87        79        56

      Income (loss) from operations (12)       (5)       11

      Interest income                 1         2         2
      Interest expense               (3)       (1)        -
      Other income (expense), net     7         5         -
      Net income (loss)
      before income taxes            (7)        1        13

      Income tax expense              1         0         4

      Net income (loss)              (8)%       1%        9%

Net  Sales.  Net sales decreased approximately 15% from $30.2
million in 1997 to $25.6 million in 1998, and increased 7% in
1999  to $27.2 million.  These fluctuations in net sales were
principally   attributable  to  sales  of  diverse   chemical
compound  libraries and contract research  in  the  Discovery
Services  business.  The increases in the Discovery  Services
business  in  1999 were offset by declines in  sales  in  the
software license business.  New product sales represented 17%
of  sales  in  1997,  8% in 1998, and 11%  in  1999.   Tripos
generates  a  substantial portion of its  revenues  from  the
pharmaceutical   industry.   Net  sales  to   this   industry
accounted  for approximately 62%, 52%, and 57% of  total  net
sales in 1997, 1998, and 1999, respectively.

Net   sales   from  activities  outside  of   North   America
represented approximately 41%, 48% and 53% of total net sales
in  1997, 1998 and 1999, respectively.   Net sales in  Europe
accounted  for 32%, 40%, and 44% of net sales in 1997,  1998,
and  1999,  respectively, with the balance from customers  in
the Pacific Rim area, principally Japan. Tripos believes that
revenues from its foreign activities will continue to account
for a significant percentage of its total net sales.

List  prices  for  Tripos' software  products  have  remained
relatively  stable over the last few years.  In 1997,  Tripos
started  selling token software licenses in addition to  term
licenses.   A  token  license includes  a  minimum  level  of
modules  for a minimum total price.  In 1997, 1998 and  1999,
18%,  38%,  and  54%, respectively of software license  sales
were  sold  in the form of a token license.  As a  result  of
selling  more  modules  through token licenses,  the  average
software  license  revenue per customer has  increased.   The
average  sale price for chemical compound libraries decreased
in  1997  and  1998 due to the demand for a  highly  purified
product  which  caused a decline in the size  and  number  of
orders  based  on  the availability of purified  product  for
sale.  In 1999, Tripos' new product offering which guaranteed
greater than 70% purity for every compound, allowed the price
per  compound  to increase as the value of the  compounds  to
customers increased.  Existing customers represented  85%  of
total  net  sales in 1997 and 1998 and increased  to  89%  in
1999.   Increasing  net  sales  from  period  to  period   is
dependent,  in  part,  on Tripos' ability  to  introduce  new
products and services, which are accepted by the market,  and
on Tripos' ability to penetrate new and existing markets.

Software  license sales increased 15% from $10.1  million  in
1997  to  $11.6  million in 1998 and decreased  6%  to  $10.9
million in 1999.  The increase from 1997 to 1998 was  due  to
the  strength of the sales to the biotechnology customer base
in  1998.  The decrease in 1999 was due to a decline in sales
to  the West Coast biotechnology customer base which was  not
entirely  offset  by  the increase in  sales  due  to  a  new
software  development contract, the introduction of four  new
software  products, and an increase in European and  Japanese
software sales of 21%.

Support sales increased 10% from $7.2 million in 1997 to $7.9
million  in 1998, and increased 3% to $8.2 million  in  1999.
The increase for the three-year period is primarily due to  a
larger  installed  base of customers with  more  modules  per
customer  as  a  result of the overall increase  in  software
license sales in the prior years.

Tripos  derives Discovery Service revenues from its  compound
library  product, LeadQuestT, and Discovery Contract Research
services.   Discovery Services sales decreased  63%  to  $2.8
million  in 1998 from $7.7 million in 1997 and increased  83%
to  $5.2  million in 1999.  Fluctuations in these  sales  are
attributable to the repositioning of this business  from  the
distribution  of compounds manufactured by third  parties  to
the  distribution of compounds designed and manufactured with
Tripos  staff  and  facilities.  Prior  to  mid-1998,  Tripos
distributed a series of chemical compounds manufactured by  a
third  party.   Since  that time, Tripos  has  constructed  a
chemistry  laboratory  facility and  produced  a  library  of
chemical  compounds with the purity and in amounts sufficient
to  meet  Tripos' projected sales needs.  Tripos also  offers
contract  research  and other services for customers  through
these  facilities.  See the "Business - Product  Development"
section of this Form 10-K for further discussion.

Hardware revenues decreased 38% to $3.2 million in 1998  from
$5.1  million in 1997 and decreased by 5% to $3.0 million  in
1999.  The decrease in 1998 and 1999 reflects the absence  of
new  models of hardware offered during the past two years  as
well  as customers decision to move from Unix based platforms
to Windows NT systems.

Cost  of Sales.  Total cost of sales decreased 33% from $10.0
million in 1997 to $6.7 million in 1998, and increased 1%  to
$6.8  million  in 1999, which represents 33%,  26%  and  25%,
respectively, of total net sales.  The decrease in  1998  was
due to the decrease in costs of diverse compound libraries as
a  result of the decline in sales of compound libraries.   In
1999,  the slight increase in cost of sales was caused  by  a
50%  increase in costs of sales corresponding to the increase
in  the  compound library sales offset by a 20%  decrease  in
software  license costs based on lower software  amortization
and royalty costs.

Costs  of software licenses represented 17%, 21% and  17%  of
software license sales in 1997, 1998, and 1999, respectively.
Costs  of  software  licenses  consist  of  amortization   of
capitalized  software,  royalties to third-party  developers,
and  the  cost of software product packaging and media.   The
cost of software licenses as a percentage of software license
sales  increased  in 1998 due to an increase  in  third-party
royalties  based on an increase in the number of  third-party
software modules sold during the year.  In 1999, the costs of
software licenses as a percentage of sales declined based  on
a decrease in amortization in previously capitalized software
and  a decrease in third-party royalties based on the mix  of
software modules sold.

Costs  of support represented 2%, 1% and 2% of support  sales
in  1997,  1998,  and 1999, respectively.   Cost  of  support
principally consists of software product packaging, media and
updates to documentation.  The decrease in costs of sales for
support in 1998 is due to lowered costs of documentation  and
electronic  delivery of software applications.  The  increase
in 1999 is due to the costs of the release of a major upgrade
to software.

Costs  of Discovery Services represented 45%, 44% and 37%  of
Discovery   Service   sales  in   1997,   1998,   and   1999,
respectively.  The cost of the Discovery Services business is
represented by the costs of compound libraries.  In 1999, the
decrease  in the costs as a percentage of Discovery  Services
sales  was  due  to  the  significant  increase  in  contract
research sales, costs of which are reflected in R&D.

Costs  of  hardware represented 93%, 91% and 91% of  hardware
sales in 1997, 1998 and 1999, respectively.  Cost of hardware
consists of the costs of hardware sold.  The Company  expects
the  cost  of hardware as a percentage of hardware  sales  to
remain relatively stable in future periods.

Gross  Profit.  Gross profit was $20.2 million in 1997, $18.9
million  in 1998, and $20.4 million in 1999, which represents
gross  profits  of  67%,  74%  and  75%,  respectively.   The
increase  in the gross profit margin in 1998 was due  to  the
increase  in  software  license and  support  sales  and  the
decrease  in  the compound library and hardware  sales.   The
slight improvement in the gross margin in 1999 was due to the
increase  in  contract  research revenues  in  the  Discovery
Services business.

Sales  and Marketing Expenses.   Sales and marketing expenses
decreased  3% from $10.1 million in 1997 to $9.7  million  in
1998,  and  decreased  1%  to $9.67  million  in  1999.   The
decrease in 1998 and 1999 was due to the overall decrease  in
commission-based revenues and efficiencies created  in  sales
management  expenses.   Sales and  marketing  expenses  as  a
percentage of net sales increased from 33% in 1997 to 38%  in
1998, and decreased to 36% in 1999.  The fluctuation in sales
and marketing expenses as a percentage of sales is a function
of the overall fluctuation in sales.

Research  and Development Expenses.  Research and development
expenses  increased 64% from $3.8 million  in  1997  to  $6.3
million  in 1998, and increased 35% to $8.5 million in  1999,
representing  13%,  25%, and 31% of net sales,  respectively.
The  increases  in 1998 and 1999 are due to the  increase  in
chemistry staff at Tripos Receptor Research, shared costs for
the collaborations with Arena Pharmaceuticals and the Wolfson
Institute,  and  an  increase in  staff  and  facilities  for
software consulting programmers.

Research  and development expenses, including the  amount  of
capitalized costs were $6.4 million in 1997, $6.3 million  in
1998  and   $10.9 million in 1999 which represents 21%,  25%,
and  40%  of  net  sales, respectively.  In  accordance  with
Statement of Financial Accounting Standards No. 86 and SOP 98-
1,  the  Company capitalizes software development  costs  for
both  external  and internal use.  In 1997,  the  capitalized
costs  of compound development were classified on the balance
sheet  under "Capitalized Discovery Services".  Beginning  in
1998,  Tripos  capitalized compound  library  production  and
design  costs  to  inventory.   The  total  amount  of  costs
capitalized  were   $2.6  million,  $1.3  million,  and  $2.4
million   in   1997,  1998  and  1999,  respectively.    This
represented  41%, 21% and 22% of total product  research  and
development expenditures in these periods. Tripos anticipates
that  its  investment in new product research  will  increase
significantly  as  Tripos  continues  to  develop  four   new
software   modules  per  year,  works  on   funded   software
development  contracts  with  customers,  increases   diverse
compound  library  production and performs contract  research
and  software consulting services. Tripos reflects  costs  to
fulfill  discovery research, funded software development  and
software  consulting  service agreements  in  R&D  to  better
reflect  the  synergies of staff interaction, variability  of
staff  utilization and of the outcomes from certain of  these
consulting contracts.

General    and   Administrative   Expenses.    General    and
administrative  expenses increased 42% from $2.9  million  in
1997  to  $4.2  million  in 1998 and increased  33%  to  $5.6
million in 1999, representing 10%, 16%, and 20% of net sales,
respectively.  The increase as a percentage of sales in  1998
and  1999  is due to the addition of Tripos Receptor Research
administrative   staff,  worldwide  infrastructure   and   IT
expansion,  and a bonus reserve.  Tripos expects general  and
administrative  expenses to remain at  comparable  levels  to
1999 in the future.

Interest  Income.   Interest  income  of  $543,000  in  1997,
$471,000  in  1998  and $347,000 in 1999, was  from  interest
earned on investments.

Interest  Expense.   Interest expense  of  $50,000  in  1997,
$304,000 in 1998, and $976,000 in 1999 was from interest  due
on the long-term note payable for the corporate building, the
line-of-credit,  the  term  loan,  and  interest  on  capital
leases.

Other  Income (Expense).  Other income (expense) was  $18,000
in  1997, $1.2 million in 1998, and $1.8 million in 1999.  In
1998, other income was primarily from the recognition of  the
guaranteed settlement payment attributable to the transfer by
Tripos  of  the  marketing  and distribution  rights  of  the
Optiverse product to MDS Panlabs.  In 1999, other income  was
primarily from the gain on the sale of all of Tripos'  equity
holdings in Phase-1 Molecular Toxicology, Inc.

Income Tax Expense.  Tripos' tax expense was $1.3 million  in
1997,  $38,000  in 1998 and $274,000 in 1999.  The  effective
tax  rate  was  34%, 35% and (14%) for 1997, 1998  and  1999,
respectively.  The effective tax rate in 1999 reflects a 100%
valuation   allowance  on  the  net  operating   losses   for
subsidiaries in the United Kingdom. Tripos believes  that  it
will  fully utilize these losses to offset future income  tax
expenses in the United Kingdom.  The estimated tax benefit of
these  losses,  to  be  realized  in  a  future  period,   is
approximately  $1.1  million.  The tax  expense  in  1999  is
attributable  to  taxes on net income in the  United  States,
France and Germany.


Liquidity and Capital Resources

Tripos' working capital decreased from $10.3 million in  1998
to  $7.5 million in 1999.  The decrease in working capital is
the  result  of  the  expansion of Tripos  Receptor  Research
Limited and build-up of compound inventories.

Net  cash  used by operating activities in 1999 increased  to
$1.5  million from $0.4 million in 1998.   This was primarily
due  to  an  increase in prepaid and other current assets  of
$1.1  million,  an increase in accounts payable  and  accrued
expenses of $1.1 million, an increase in amortization of $0.5
million,  an increase in depreciation of $1.7 million  offset
by a decrease in net income of $2.3 million and a decrease in
short-term receivables of $1.9 million along with a gain from
the   disposition  of  Tripos'  equity  interest  in  Phase-1
Molecular  Toxicology of $1.5 million.   In  1998,  net  cash
provided by operating activities decreased from $4.4  million
in 1997 to net cash used of $0.4 million.  This was primarily
due  to a decrease in net income of $2.5 million, an increase
in  short-term  receivables of $2.2 million, an  increase  in
inventory of $2.0 million, an increase in notes receivable of
$0.6  million for customer accounts receivable due  to  long-
term  installment  sales offset by an  increase  in  deferred
revenue  of  $2.6  million  due  to  both  increased  support
billings  at  year-end and token license  contracts  for  the
year.

Net  cash  used in investing activities decreased  from  $5.6
million  in  1998  to  $4.5 million in  1999.   The  decrease
relates  to  the  proceeds from the disposal of  the  Phase-1
investment partially offset by the note receivable from Phase-
1  and  the  reduced  level  of investment  in  property  and
equipment  at  the  laboratory facility in  England.   Tripos
invests  available  cash  in bank deposits,  investment-grade
securities  and,  short-term interest-producing  investments,
including  government  obligations  and  other  money  market
instruments.  Tripos  anticipates that  fiscal  2000  capital
purchases will decrease substantially below those of 1999  as
the  expansion of the facilities at Tripos Receptor  Research
have been completed.

Net cash provided by financing activities increased from $2.5
million  in 1998 to $5.1 million in 1999 as Tripos  increased
its  utilization of its line-of-credit, issued a $4.0 million
term  loan  and  financed  equipment additions  with  capital
leases.   The debt issuance was partially offset by principal
payments on the long-term debt and capital leases.

On  February  4,  2000,  LION Biosciences  AG  invested  $9.0
million  in  the  form  of  a convertible  preferred  private
placement.   The proceeds from this investment were  used  to
pay  off  the $1.0 million term loan outstanding with LaSalle
Bank.   The  balance of the investment will be used  to  fund
short-term  liabilities or to pay down the existing  line-of-
credit if warranted by changes in interest rates.

Tripos  believes  that with its cash and accounts  receivable
balances,  projected cash flow from operations,  availability
under a $4 million line-of-credit, and the recent funding  by
LION  BioSciences, it will be able to meet both its liquidity
needs  and  capital  expenditure needs for  the  next  twelve
months.   See Note 12 later in this Annual Report for further
discussion  of  the  credit facilities available  to  Tripos.
Tripos  may seek to obtain additional financing in the future
in  connection with its product development efforts  and  its
efforts  to  penetrate  existing  and  new  markets  for  its
products   and  services.   Decisions  to  access  additional
capital   will  reflect  projected  working  capital   needs,
business   expansion   needs,   possible   acquisitions    of
complimentary  business  entities, and  the  availability  of
attractive financing alternatives.


Foreign Currency Translations

Tripos'  foreign  operations transact the majority  of  their
business  in  their  respective  local  currencies  and   are
generally  not exposed to foreign currency gains  or  losses.
Due  to  the  relative  stability  of  the  currency  of  the
countries in which it operates and the level of investment in
each  country,  Tripos' current intent is  to  retain  assets
within  its  foreign  operations to  fund  those  operations.
Tripos'  foreign currency transaction gains and  losses  have
not been significant to date, and it believes the exposure to
future  foreign  currency transaction  gains  and  losses  is
minimal.



Cautionary Statements-Additional Important Factors to be Considered

Tripos'  future  results could differ materially  from  those
discussed   in  this  Annual  Report.   Factors  that   could
contribute to such differences, include, but are not  limited
to, the following:

Expansion of services and sales activities.  Tripos' strategy
of  providing direct integration of sophisticated information
technology  with the experimental sciences  in  the  form  of
chemical  laboratories to produce faster, more cost-effective
new   product  discovery  has  not  yet  garnered  widespread
commercial acceptance. This integrated approach also requires
Tripos' sales force to broaden their existing knowledge  base
in  selling  discovery software to include  selling  software
consulting  services and discovery research services.   There
can  be  no  assurance  that the market will  accept  Tripos'
integrated approach or that competitors will not offer  other
approaches that gain greater technological acceptance.

Future  capital  needs.   Tripos may  be  required  to  raise
additional  capital in the near future to conduct  operations
through  additional  public  or  private  equity  financings,
collaborative  arrangements, borrowings  or  other  available
sources.   There can be no assurance that additional funding,
if  necessary, will be available on favorable  terms,  if  at
all.   If  additional capital is raised through the  sale  of
equity or securities convertible into equity, the issuance of
these  securities could result in dilution  to  our  existing
stockholders.

Dependence  on  pharmaceutical and biotechnology  industries.
Tripos has benefited to date from the increasing trend  among
pharmaceutical  and  biotechnology  companies  to   outsource
chemical  research and development projects.  A  reversal  or
slowing  down of this trend, a general economic  downturn  in
these industries, could have a material adverse effect on our
business, financial condition and results of operations.

Competition.   Tripos competes with the research  departments
of   pharmaceutical   companies,   biotechnology   companies,
combinatorial   chemistry   companies,   contract    research
companies  and  research and academic institutions  in  size,
relative  expertise and sophistication, speed  and  costs  of
identifying  and  optimizing  potential  lead  compounds  and
developing   and   optimizing  chemical   processes.    These
competitors  may  have greater financial and other  resources
and  more  experience  than Tripos in  certain  research  and
development methods.

Protection  of proprietary technology.  Tripos' success  will
depend,  in  part,  on  our ability  to  obtain  and  enforce
patents,  protect  trade  secrets  and  copyrights,   enforce
restrictive   licenses  granted  to  third  parties,   obtain
licenses  to technology owned by third parties when necessary
or  developed  in  collaboration with  us,  and  conduct  our
business without infringing the proprietary rights of others.

Variations   in   quarterly   operating   results.     Tripos
historically  has experienced stronger financial  performance
in the third and fourth quarters of each fiscal year followed
by  a  comparative decline in the first and second  quarters.
Quarterly  operating results may continue to fluctuate  as  a
result  of  a  number  of  factors, including  lengthy  sales
cycles,  market  acceptance  of new  products  and  upgrades,
timing  of  new  product introductions,  changes  in  pricing
policies,   changes  in  general  economic  and   competitive
conditions,   seasonal  slowdowns,   and   the   timing   and
integration of acquisitions.

Dependence  on  collaborators.   Tripos'  commercial  success
depends  on its ability to enter into joint venture or  other
collaborative arrangements with third parties.  To  date,  we
have  entered  into  numerous such  arrangements  with  large
pharmaceutical    companies   and   emerging    biotechnology
companies. There can be no assurance that we will be able  to
continue  to  establish these collaborations, that  any  such
collaborations will be on favorable terms, or that current or
future collaborations will ultimately be successful.

Dependence on key personnel.  Tripos' future success  depends
to  a  significant degree upon the continued service  of  key
technical and senior management personnel, in particular, its
President and Chief Executive Officer, Dr. John P. McAlister,
as  well  as  key  technical personnel on  the  software  and
laboratory  side.  None of our key personnel is bound  by  an
employment agreement or covered by an insurance policy  where
Tripos  is  the  beneficiary.  The loss of one  or  more  key
members could have a material adverse effect on the Company's
business, financial condition and results of operations.


Competitive    market   for   experienced   scientists    and
programmers.   Tripos competes with the research  departments
of   pharmaceutical   companies,   biotechnology   companies,
combinatorial   chemistry   companies,   contract    research
companies  and  research and academic  institutions  for  new
scientific  personnel.  We compete with consulting  companies
for   experienced  computer  programmers  to  carry  out  our
software consulting services.  We cannot assure that we  will
continue   to  be  successful  in  attracting  and  retaining
qualified  personnel should the worldwide  demand  for  these
skilled individuals increase.

Potential  adverse impact of pharmaceutical and  health  care
reform.   Tripos  expects that a substantial portion  of  its
revenues  in  the  foreseeable future will  be  derived  from
services  provided  to the pharmaceutical  and  biotechnology
industries.  If legislative proposals or reforms are  adopted
that  have  a  material  adverse effect  on  the  businesses,
financial   condition,   and   results   of   operations   of
pharmaceutical and biotechnology companies that are actual or
prospective customers, Tripos' business, financial  condition
and  results of operations could be materially and  adversely
effected as well.

Year  2000 compliance.  In prior years, Tripos discussed  the
nature  and progress of its plans to become Year 2000  ready.
In  late  1999, we completed our remediation and  testing  of
systems.   As  a  result of those planning and implementation
efforts, we experienced no significant disruptions in mission
critical  information technology systems  and  believe  those
systems  successfully responded to the Year 2000 date change.
The  cost  of  remediating our systems was  included  in  the
capital  and expense budgets for 1999 and did not  materially
differ  from  prior years.  We are not aware of any  material
problems  resulting  from  Year  2000  issues,  either   with
products,  internal systems, or the products and services  of
third  parties.   Tripos  will continue  to  monitor  mission
critical systems throughout the Year 2000 to ensure that  any
latent  Year  2000  matters  that  may  arise  are  addressed
promptly.



Item 7a. Market Risks

Tripos'  exposure  to  market risks  is  limited  to  foreign
exchange  variances  and  fluctuations  in  interest   rates.
Neither  foreign  exchange  nor interest  rate  exposure  has
resulted in a material impact on Tripos.

Tripos'  foreign  exchange  risk  is  presently  limited   to
currencies  that  historically  have  exhibited  only   minor
fluctuations.  Assets outside the United States are primarily
located   in   England.   Tripos'  investments   in   foreign
subsidiaries with a functional currency other than  the  U.S.
dollar   are   not  hedged.   The  net  assets   in   foreign
subsidiaries translated into U.S. dollars using the  year-end
exchange  rates  were  approximately $2.5  million  and  $4.3
million  at  December 31, 1998 and 1999,  respectively.   The
potential  loss  in fair value resulting from a  hypothetical
10%  adverse change in foreign currency exchange rates  would
be  approximately $0.25 million and $0.43 million at December
31,  1998  and  1999, respectively.  Any loss in  fair  value
would  be  reflected in Other Comprehensive Income and  would
not  impact  Tripos'  net income.  Tripos'  foreign  currency
transaction  gains  and  losses  for  1998  and   1999   were
immaterial.

Tripos' interest rate risk is attributable to its outstanding
borrowings under its line-of-credit and mortgage loan. Tripos
has  fixed  its floating rate interest risk on  the  mortgage
loan  through the purchase of a swap instrument. Tripos  will
continue  to  monitor its exposure to floating interest  rate
risk on outstanding line-of-credit borrowings and endeavor to
mitigate  this  risk  through the use of appropriate  hedging
instruments.


Item 8.   Financial Statements and Supplementary Data

        Consolidated Balance Sheets
                                            Year ended Year ended
In thousands                                  December  December
                                                   31,       31,
                                                  1999      1998
Assets:

Current assets:
 Cash and cash equivalents.................      $ 813   $ 1,774
 Accounts receivable, less allowance for
  doubtful accounts of $127 in 1999
  and $99 in 1998..........................     14,182    12,451
 Inventory.................................      2,595     2,389
 Prepaid expenses..........................        242     1,278
 Deferred income taxes.....................      1,418     1,434

    Total current assets...................     19,250    19,326

Notes receivable-trade.....................      2,448     2,304
Notes receivable-other.....................      1,764       863
Property and equipment,
  less accumulated depreciation............     13,899    11,076
Capitalized development costs, net of
  accumulated amortization of $2,372
  in 1999 and $1,858 in 1998...............        572       877
Goodwill, net of accumulated amortization
of $200 in 1999 and $109 in 1998...........      1,082     1,147
Investment in unconsolidated affiliates....      2,423     1,982
Other, net.................................        144       427

    Total assets...........................   $ 41,582  $ 38,002

Liabilities and shareholders' equity:

Current liabilities:
 Current portion of long-term debt
   capital leases..........................    $ 2,245     $ 328
 Accounts payable..........................      1,443       828
 Accrued expenses..........................      3,187     2,858
 Deferred revenue..........................      4,832     5,005

    Total current liabilities..............     11,707     9,019

Long-term portion of capital leases........      1,223       225
Long-term debt.............................      7,001     5,289
Long-term deferred revenue.................      2,485     2,303
Deferred income taxes......................      1,583     1,657

Shareholders' equity
 Common stock, $.01 par value; authorized
 20,000 shares; issued and outstanding 3,314
 shares in 1999 and 3,257 shares in 1998...         33        33
 Additional paid-in capital................     18,431    17,980
 Retained earnings (deficit)...............     (1,020)    1,269
 Other comprehensive income................        139       227

 Total shareholders' equity................     17,583    19,509

Total liabilities and shareholders' equity.   $ 41,582  $ 38,002

See notes to consolidated financial statements



Consolidated Statements of Operations

                                 Year ended Year ended Year ended
In thousands, except per share     December   December  December
amounts                                 31,        31,       31,
                                       1999       1998      1997
Net sales:

  Software licenses..........      $ 10,909   $ 11,639  $ 10,117
  Support....................         8,154      7,928     7,209
  Discovery services.........         5,185      2,831     7,737
  Hardware...................         3,001      3,174     5,125

     Total net sales.........        27,249     25,572    30,188

Cost of sales:

  Software licenses..........         1,900      2,436     1,679
  Support....................           136        113       163
  Discovery services.........         1,928      1,248     3,519
  Hardware...................         2,791      2,888     4,638

     Total cost of sales.....         6,755      6,685     9,999

Gross profit.................        20,494     18,887    20,189

Operating expenses:

  Sales and marketing........         9,673      9,737    10,065
  Research and development...         8,450      6,263     3,810
  General and administrative.         5,569      4,182     2,940

     Total operating expenses        23,692     20,182    16,815

Income (loss) from operations        (3,198)    (1,295)    3,374

Interest income..............           347        471       543
Interest expense.............          (976)      (304)      (50)
Gain on sale of unconsolidated
  affiliate..................         1,581          -         -
Marketing rights settlement..             -        977         -
Other income (expense), net..           231        260        18

Income (loss) before income taxes    (2,015)       109     3,885

Income tax expense...........           274         38     1,305

Net income (loss)............      $ (2,289)    $   71   $ 2,580

Basic earnings (loss) per share      $(0.70)     $0.02     $0.84

Basic weighted average number
  of shares..................         3,277      3,208     3,085

Diluted earnings (loss)
  per share..................        $(0.70)     $0.02     $0.74

Diluted weighted average
  number of shares...........         3,277      3,480     3,504

See notes to consolidated financial statements




Consolidated Statements of Cash Flows

                                               Year     Year     Year
                                              ended    ended    ended
In thousands                               December December December
                                                31,      31,      31,
                                               1999     1998     1997
Operating activities:
Net income (loss)......................     $(2,289)    $ 71  $ 2,580

Adjustments to reconcile net income to
net cash provided (used) by operating
activities:

 Depreciation of property and equipment       1,749      970      826
 Amortization of capitalized development
   costs and goodwill..................         542    2,890    2,303
 Deferred income taxes.................         (58)    (496)     234

Change in operating assets and liabilities:
 Accounts receivable...................      (1,930)  (2,189)      67
 Notes receivable, trade...............        (144)    (601)  (1,703)
 Inventories...........................        (271)  (2,017)    (396)
 Prepaid expenses and other current assets    1,058     (776)     346
 Accounts payable and accrued expenses.       1,085     (860)  (1,225)
 Deferred revenue......................         298    2,606    1,383
 Gain from the sale of equity investment     (1,551)       -        -

Net cash provided (used) by
   operating activities................      (1,511)    (402)   4,415

Investing activities:
 Purchases of investments..............           -        -     (851)
 Notes receivable, other...............        (901)     (72)    (791)
 Sales and maturities of investments...           -    1,647    2,539
 Purchases of property and equipment...      (4,758)  (5,690)  (5,687)
 Capitalized development costs.........        (209)    (224)  (2,342)
 Proceeds from the sale of
   equity investment...................       1,820        -        -
 Acquisition, including investments
   in unconsolidated affiliates........        (441)  (1,232)  (1,488)

Net cash used in investing activities..      (4,489)  (5,571)  (8,620)

Financing activities:
 Proceeds from stock issuance pursuant
  to stock purchase and option plans..          451      638      657
 Proceeds from capital lease
  financing transaction...............        2,354      439        -
 Proceeds from issuance of long-term debt     5,870    2,100    3,560
 Payments on long-term debt and
  capital lease obligations...........       (3,533)    (669)     (15)

Net cash provided by financing activities     5,142    2,508    4,202

Effect of foreign exchange rate
changes on cash and cash equivalents..         (102)     (38)    (113)

Net (decrease) in cash and
  cash equivalents....................         (960)  (3,503)    (116)

Cash and cash equivalents at
  beginning of year...................        1,774    5,277    5,393

Cash and cash equivalents at
  end of year.........................        $ 813  $ 1,774  $ 5,277


See notes to consolidated financial statements



Consolidated Statements of Shareholders' Equity


In thousands                    Additional  Retained         Other         Total
                   Common  Stock   Paid-in  Earnings Comprehensive Shareholders'
                   Shares Amount   Capital (Deficit)        Income        Equity
Balance at
 December 31, 1996  3,012  $ 30   $ 15,220  $(1,382)         $ 499      $14,367

Stock issued under
stock purchase plan    42     -        361        -              -          361

Stock issued under
stock option plan      85     1        540        -              -          541

Stock issued under
director compensation
plan                    3     -         44        -              -           44

Stock and warrants
issued related to
acquisition            30     1      1,178        -              -        1,179

Comprehensive income:
Translation adjustment  -     -          -        -           (164)        (164)
Net income              -     -          -    2,580              -        2,580
Total comprehensive
 income                                                                   2,416

Balance at
 December 31, 1997  3,172    32     17,343    1,198            335       18,908

Stock issued under
stock purchase plan    43     1        376        -              -          377

Stock issued under
stock option plan      39     -        229        -              -          229

Stock issued under
director compensation
plan                    3     -         32        -              -           32

Comprehensive income:
Translation adjustment  -     -          -        -           (108)        (108)
Net income              -     -          -       71              -           71
Total comprehensive
income                                                                      (37)

Balance at
 December 31, 1998  3,257    33     17,980    1,269            227       19,509

Stock issued under
stock purchase plan    48     -        384        -              -          384

Stock issued under
stock option plan       5     -         35        -              -           35

Stock issued under
director compensation
plan                    4     -         32        -              -           32

Comprehensive income:
Translation adjustment  -     -          -        -            (88)         (88)
Net loss                -     -          -   (2,289)             -       (2,289)
Total comprehensive
income                                                                   (2,377)

Balance at
 December 31, 1999  3,314  $ 33   $ 18,431  $(1,020)         $ 139     $ 17,583

 See notes to consolidated financial statements



Notes to Consolidated Financial Statements   December 31, 1999
In thousands, except per share data

1.  Description of Business and Summary of Significant
Accounting Policies

Description of Business and Company Organization Tripos,  Inc.
delivers  science,  tools and analysis services  that  advance
customers'  creativity  and  productivity  in  pharmaceutical,
agrochemical,  biotechnology and related  research  industries
worldwide.   We are also a value-added reseller of third-party
hardware  products required to operate our software  products.
A  substantial  portion of the Tripos' business  is  conducted
with   pharmaceutical  companies,  however,  Tripos   is   not
economically dependent on any customer on an ongoing basis.

Effective June 1, 1994, Evans and Sutherland Computer  Company
("E&S"),   the  former  parent  of  Tripos,  distributed   all
outstanding shares of the common stock of the Tripos (formerly
Tripos   Associates,   Inc.)   to   E&S   shareholders   ("the
Distribution") such that every three shares of E&S yielded one
share  of  the  Company.  Shortly before the Distribution,  we
changed our company name to Tripos, Inc.

Basis   of   Consolidation    The  accompanying   consolidated
financial  statements include the accounts of Tripos  and  its
wholly   owned  subsidiaries.   All  significant  intercompany
accounts  and  transactions are eliminated  in  consolidation.
Investments  in affiliates, owned more than 20%,  but  not  in
excess of 50%, are recorded on the equity method.  Investments
in unconsolidated affiliates less than 20% owned are accounted
for under the cost method.

Cash and Cash Equivalents   All highly liquid investments with
a  maturity  of  three  months  or  less  when  purchased  are
considered to be cash equivalents.

Investments   Investments,  which consist  primarily  of  U.S.
government   and  other  high-quality  debt  securities   with
maturities  of  less than five years, have been classified  as
available-for-sale and are carried at fair value.  There  were
no  unrealized holding gains and losses since the  fair  value
approximated the amortized cost of investments at  each  year-
end.

Inventory   Inventory consists of finished chemical compounds,
supplies  and  work in process at our U.K. subsidiary,  Tripos
Receptor  Research Ltd., and is carried at the lower  of  cost
(standard cost method approximating FIFO) or market.

Notes  Receivable-Trade   Amounts shown for notes  receivable-
trade represent customer receivables with maturities in excess
of one year net of imputed interest discount.

Property  and Equipment  Property and equipment are stated  at
cost.   Depreciation  is computed by applying  an  accelerated
method  over  the estimated useful lives of the assets,  which
range  from  five  to ten years for equipment  and  furniture,
twenty-five to thirty-nine years for buildings, the shorter of
the  useful life of the improvement or the life of the related
lease   for  leasehold  improvements,  and  three  years   for
purchased software.

Development  Costs   Development  costs  consist  of  software
development   costs   which   are   capitalized   after    the
establishment of technological feasibility in accordance  with
Statement of Financial Accounting Standards No. 86.  For 1997,
costs  associated  with  the design and  creation  of  diverse
compound  libraries, within the Company's  Discovery  Services
relationship with MDS Panlabs, were capitalized.  Amortization
of  capitalized software development costs is  provided  on  a
product-by-product basis as the greater of (a)  the  ratio  of
current gross revenues for a product to the total current  and
anticipated  future  gross revenues or (b)  the  straight-line
method  over  the  remaining estimated economic  life  of  the
product.   Currently,  Tripos is using an  estimated  economic
life  of  three  to five years.  Capitalized costs  associated
with  the diverse compound libraries were amortized on a  two-
year   straight-line  method  up  until  the   time   of   the
restructuring of the Agreement with MDS Panlabs, at which time
all  remaining  costs  were written  off  to  cost  of  sales.
Beginning  in  1998,  library  design  and  production   costs
associated  with the LeadQuest compound library are  accounted
for under the inventory method of accounting.

Tripos  assesses the recoverability of capitalized development
costs  by comparing the remaining unamortized balance  to  the
net  realizable value of the related product.  Any  excess  is
written  off.  All other research and development expenditures
are  charged to research and development expense in the period
incurred.

Effective  January  1, 1998, we adopted AICPA's  Statement  of
Position  98-1  ("SOP 98-1") which requires capitalization  of
certain  costs  incurred  in  connection  with  developing  or
obtaining  internal  use  software.   Capitalized  costs   are
amortized  over  the lesser of three years  or  the  remaining
useful life of the software.

Goodwill   Goodwill represents the excess of the cost  of  the
net  assets acquired of Tripos Receptor Research Ltd. over its
fair  value.   It is being amortized on a straight-line  basis
over 15 years.  On a periodic basis, Tripos evaluates goodwill
for  impairment by comparing estimated future discounted  cash
flows  of  the business to which the goodwill relates  to  its
carrying value.

Revenue  Recognition   In late 1997, the Accounting  Standards
Executive Committee of the AICPA issued statement of  Position
97-2  ("SOP 97-2"), "Software Revenue Recognition" and updated
it  in  early 1998 with SOP 98-4.  These SOPs became effective
for  us  for transactions entered into after January 1,  1998.
Tripos recognizes revenue from software licenses in accordance
with  these  SOPs  upon product delivery, customer  acceptance
with  all  obligations fulfilled at the date of delivery,  and
determination  that  collectibility of the  sale  proceeds  is
probable.   Tripos  recognizes revenue from  software  support
contracts ratably over the term of the contract, typically one
to  three years.  In software arrangements that include rights
to  multiple  software products, specified upgrades,  software
support services and/or other services, we allocate the  total
arrangement  fee among each deliverable based on the  relative
fair  value  of each of the deliverables determined  based  on
vendor-specific  objective evidence.   Revenue  from  chemical
compound  sales  is recognized upon delivery of  the  product.
Hardware sales are recognized on delivery of the product  from
our vendor to the customer.

Tripos  has  entered  into  contract research  agreements  and
software consulting arrangements with certain customers  which
provide for collaboration with us in defining related software
products, early access to the products, discounts on  licenses
for  the  products developed and compound library design.   We
recognize  revenue related to contract research  and  software
consulting  agreements as contractual milestones are  achieved
and  delivered  or, absent such contractual milestones,  on  a
completed contract basis or a percentage of completion basis.

Warranty  Tripos is a reseller of hardware and passes  through
to  its  customers  the standard warranties  provided  by  the
hardware   supplier.   We  warrant  our  application  software
products   to   perform  in  accordance  with   written   user
documentation   and   the  agreements  negotiated   with   our
customers.   Since Tripos does not customize its  applications
software,  software  warranty  costs  are  insignificant   and
expensed as incurred.

Foreign  Currency Translation  The local foreign  currency  is
the  functional  currency for each of our foreign  operations.
Assets and liabilities of foreign operations are translated to
U.S.  dollars  at  the  current  exchange  rates  as  of   the
applicable  balance  sheet date.  Revenues  and  expenses  are
translated at the average exchange rates prevailing during the
period.   Adjustments resulting from translation are  reported
as  a  separate component of shareholders' equity.  Net  gains
and   losses  from  foreign  currency  transactions  were  not
significant during any of the years presented.

Comprehensive  Income  In June 1997, the Financial  Accounting
Standards  Board  issued  SFAS 130,  "Reporting  Comprehensive
Income" which became effective for Tripos for 1998.  SFAS  130
establishes   standards   for   reporting   and   display   of
comprehensive  income and its components (revenue,  gains  and
losses) in a full set of general purpose financial statements.
SFAS 130 requires that all components of comprehensive income,
including  net  income, be reported in a  financial  statement
that  is displayed with the same prominence as other financial
statements.  Comprehensive income is defined as the change  in
equity during a period from transactions and other events  and
circumstances  from non-owner sources.  Net income  and  other
comprehensive  income, including foreign currency  translation
adjustments,  and unrealized gains and losses on  investments,
shall  be reported, net of their related tax effect, to arrive
at comprehensive income.

Income  Taxes    The  provision for income taxes  is  computed
using  the  liability method.  The primary difference  between
financial statement and taxable income results from the use of
different   methods  of  computing  depreciation,  capitalized
development costs, accrued vacation and customer deposits.

Earnings  Per  Common and Dilutive Share   Basic earnings  per
common share is computed using the weighted average number  of
common  shares outstanding during the year.  Diluted  earnings
per common share is computed using the weighted average number
of  common  shares and potential dilutive common  shares  that
were outstanding during the period.  Potential dilutive common
shares consist of outstanding stock options.  See Note 14  for
additional information regarding earnings per share.

Stock-based  Compensation  The Financial Accounting  Standards
Board   issued   SFAS   123,   "Accounting   For   Stock-Based
Compensation",  effective for years beginning  after  December
1995.   However,  Tripos  has elected  to  continue  following
Accounting  Principles  Board  Opinion  No.  25  ("APB   25"),
"Accounting  for  Stock  Issued  to  Employees",  and  related
Interpretations    in   accounting   for    its    stock-based
transactions.  Under APB 25, generally no compensation expense
is  recognized because the exercise price of the options equal
the  fair  value of the stock at the grant date.   Tripos  has
adopted the disclosure-only provisions of SFAS 123 as shown in
Note 5 to these financial statements.

Accounting  Estimates  The preparation of financial statements
in  conformity  with generally accepted accounting  principles
requires  management  to make estimates and  assumptions  that
affect  the  reported  amounts  of  assets,  liabilities   and
disclosure of contingent assets and liabilities at the date of
the  financial statements and the reported amounts of  revenue
and  expenses  during  the reporting period.   Actual  results
could differ from those estimates.

Recent  Accounting Pronouncements In June 1998, the Financial
Accounting   Standards  Board  issued  Statement   No.   133,
"Accounting   for   Derivative   Instruments   and    Hedging
Activities" ("FAS 133"), which is required to be  adopted  in
years  beginning  after June 15, 1999.  The  FASB  has  since
delayed  the effective date until years beginning after  June
15,  2000, with the issuance of FAS No. 137, "Accounting  for
Derivative Instruments and Hedging Activities-Deferral of the
Effective  Date  of  FAS  No. 133".  FAS  133  permits  early
adoption as of the beginning of any fiscal quarter after  its
issuance.    Tripos  expects  to  adopt  the  new   Statement
effective  January  1,  2001.  FAS 133  will  require  us  to
recognize all derivatives on the balance sheet at fair value.
We have not yet determined what the effect FAS 133 will be on
earnings and financial position.

2.  Property and Equipment

Property and equipment at the end of each year are summarized
below:

                                         1999    1998

 Computer equipment.................  $ 5,801 $ 5,204
 Capital leases-laboratory equipment      765     469
 Furniture and fixtures.............    4,565   3,106
 Purchased software.................      648   1,336
 Company vehicles...................       25      25
 Land...............................    1,593   1,593
 Buildings..........................    8,375   6,293
                                       21,772  18,026
 Less accumulated depreciation......   (7,873) (6,950)

                                      $13,899 $11,076


3.  Accrued Expenses

Accrued expenses consist of the following at the end of each year:

                                         1999    1998

 Payroll related................      $ 1,383 $ 1,224
 Income taxes refundable........         (304)   (714)
 Product royalties..............          730     798
 Compound development...........            -     105
 Other.............................     1,378   1,445
                                      $ 3,187 $ 2,858



4.  Income Taxes

The components of income (loss) before income taxes for the
years ended were as follows:

                                 1999    1998    1997
 Domestic...................   $  634   $ 712  $3,871
 Foreign....................   (2,649)   (603)     14

                               $(2,015)  $109  $3,885

The components of income tax expense (benefit) for the years
ended were as follows:

                                 1999    1998   1997
Current tax expense (benefit)
 Federal....................    $ 146   $ 344  $ 862
 State and local............       71      83    183
 Foreign....................      129     107     26
  Total current.............      346     534  1,071

Deferred tax expense (benefit)    (72)   (496)   234

 Total provision                $ 274   $  38 $1,305

The  difference between the effective income tax rate and the
U.S. federal income tax rate for the years ended is explained
as follows:

                                  1999      1998    1997
 Tax at U.S. federal
    statutory rate...........    34.00 %   34.00 % 34.00 %
 Effect of foreign operations
   (net of foreign taxes)....   (48.89)    18.26    0.54
 State taxes.................    (1.15)    13.04    5.62
 R&D tax credits.............     3.44    (39.04)  (5.15)
 Other.......................    (1.00)     8.94   (1.41)
                                (13.60)%   35.20 % 33.60 %

The  tax  effects of temporary differences that give  rise  to
deferred  tax assets and liabilities at the end of  each  year
are summarized as follows:


                                         1999     1998
Current deferred income tax asset:
 Allowance for doubtful accounts...     $  32   $   25
 Vacation accrual..................       161      129
 NOL carryforward..................     2,322    1,452
 Other.............................        36       46
 Tax credit carryforward...........         -       45
 Valuation allowance...............    (1,133)    (263)
                                      $ 1,418  $ 1,434

Noncurrent deferred income tax liability:
 Capitalized development costs.....   $  (413)  $ (516)
 Property and equipment............    (1,178)  (1,188)
 Other.............................         8       47

                                      $(1,583) $(1,657)

Income tax payments for 1999, 1998 and 1997 were $123, $361, and
$1,010, respectively.

Three   of   the   Tripos'  foreign  subsidiaries   had   loss
carryforwards  at  December 31, 1999,  totaling  approximately
$7,740  that have no expiration date.  Undistributed  earnings
of subsidiaries outside the United States are considered to be
permanently  invested.   Accordingly, no  provision  for  U.S.
income  taxes  was  made for undistributed  earnings  of  such
subsidiaries, which aggregated $319 at December 31, 1999.


5.  Stock-based Compensation Plans

In 1994, Tripos adopted the 1994 Employee Stock Purchase Plan,
which allows eligible employees to purchase stock at the lower
of 85% of the fair market value of the stock on the enrollment
date or exercise date as defined by the plan.  Pursuant to the
plan,  employee purchases are limited to 10% of  compensation.
The  plan,  which was amended in 1998 to raise the  number  of
shares  reserved for issuance from 150 to 350  shares,  is  in
effect  for ten years unless terminated or amended  sooner  by
the Board of Directors.  At December 31, 1999, 198 shares have
been purchased under this plan.

In   1994,  Tripos  adopted  the  1994  Stock  Plan  which  is
administered  by the Compensation Committee and  provides  for
incentive stock options, nonstatutory stock options and  stock
purchase   rights   to  be  granted  to  our   employees   and
consultants.   Pursuant to the plan, incentive  stock  options
can  be  exercised at a price which is not less than the  fair
value  of the stock on the grant date, and nonstatutory  stock
options and stock purchase rights can be exercised at a  price
which  is  determined  by  the  Compensation  Committee.   The
Compensation  Committee is responsible  for  establishing  the
period  over  which  options  and  rights  can  be  exercised.
Options  vest  at the rate of 25% on the first anniversary  of
each  grant  and 1/48th per month over the next  three  years.
All  options granted have 10-year terms.  The plan, which  was
amended  in  1998 to increase the number of shares  of  common
stock  reserved for issuance from 1,100 to 1,280, is in effect
for ten years unless terminated or amended sooner by the Board
of Directors.

In  1994, Tripos adopted the 1994 Director Option Plan  which
provides for nonstatutory stock options to be granted to non-
employee  directors at the fair market value of the stock  at
the   date  of  grant.   Options  can  be  exercised  in  25%
increments  on  the anniversary of its date  of  grant.   The
plan,  which  was amended in 1998 to decrease the  number  of
shares of common stock reserved for issuance from 300 to 240,
is  in  effect  for  ten years unless terminated  or  amended
sooner by the Board of Directors.

Tripos  has  elected to follow APB 25, "Accounting  for  Stock
Issued   to   Employees",  and  related   interpretations   in
accounting  for  its  employee  and  director  stock   options
because,  as  discussed  below,  the  alternative  fair  value
accounting provided for under SFAS 123, "Accounting for Stock-
Based  Compensation", requires use of option valuation  models
that  were  not  developed for use in valuing  employee  stock
options.   Under  APB 25, because the exercise  price  of  our
employee and director stock options equals the market price of
the  underlying  stock on the date of grant,  no  compensation
expense is recognized.

Pro-forma  information regarding net income and  earnings  per
share  is required by SFAS 123 and has been determined  as  if
Tripos  had  accounted  for its employee  and  director  stock
options  under  the fair value method of that Statement.   The
fair  value  for these options was estimated at  the  date  of
grant  using  a  Black-Scholes option pricing model  with  the
following  weighted  average assumptions:  risk-free  interest
rates ranging from 5.45% to 6.50% for 1997, 4.26% to 5.65% for
1998 and 4.96% to 6.03% for 1999; volatility factor of .86 for
1997,  .94  for 1998 and .90 for 1999; and a weighted  average
expected  life of the option of 5.3 years for 1997, 4.2  years
for  1998  and  5.3 years for 1999.  For the  Tripos  Employee
Stock  Purchase Plan, compensation expense was also  estimated
using  a Black-Scholes option pricing model with the following
assumptions:  risk-free interest rates ranging  from  5.7%  to
6.4% for 1997, 5.36% to 5.65% for 1998 and 4.96% to 6.03%  for
1999; volatility factors of .86 for 1997, .94 for 1998 and .90
for  1999; and a weighted average expected life of the  option
of 6 months.  For all years presented, we used a dividend rate
of zero.

The Black-Scholes option valuation model was developed for use
in  estimating the fair value of traded options which have  no
vesting restrictions and are fully transferable.  In addition,
option valuation models require the input of highly subjective
assumptions  including  the expected stock  price  volatility.
Because  Tripos'  employee  and director  stock  options  have
characteristics significantly different from those  of  traded
options   and   because  changes  in  the   subjective   input
assumptions can materially affect the fair value estimate,  in
management's  opinion, the existing models do not  necessarily
provide  a  reliable single measure of the fair value  of  its
employee and director stock options.

For  purposes  of  pro forma disclosures, the  estimated  fair
value of the options is amortized to expense over the options'
vesting  period.   Tripos' pro forma information  follows  (in
thousands except for earnings per share information):


  Pro Forma                     1999      1998      1997

Pro forma net income (loss)  $(3,432)  $(1,311)   $1,580

Pro forma earnings (loss) per share:
        Basic                 $(1.05)   $(0.41)    $0.51
        Diluted               $(1.05)   $(0.41)    $0.48



Options Outstanding     1999  Weighted     1998  Weighted     1997  Weighted
   Summary            Shares   Average   Shares   Average   Shares   Average
                              Exercise           Exercise           Exercise
                                 Price              Price              Price
Beginning outstanding    881  $ 8.4890      834  $ 7.7899      771  $ 6.0881
Granted                  234    7.7228      161   12.1595      195   13.0313
Exercised                 (5)   6.5215      (42)   5.7222      (97)   5.1889
Canceled/expired         (49)  10.7861      (72)  10.2501      (35)   6.8504

Ending outstanding     1,061  $ 8.2621      881  $ 8.4890      834  $ 7.7899

Exercisable-
   end of year           657                547                417

Weighted average
Fair value per
share of options
granted during
the year              $ 4.40             $ 8.43             $ 7.19


December 31, 1999       Options Outstanding          Options Exercisable
                              Weighted  Weighted                Weighted
                               Average   Average                 Average
Range of Exercise   Number   Remaining  Exercise      Number    Exercise
 Prices           Outstanding     Life     Price    Exercisable    Price
$4.2500-$5.0000        337        4.56  $ 4.4826         337    $ 4.8426
$5.7500-$7.6875        276        8.52    7.4461          58      6.6431
$7.8750-$12.375        273        7.32    9.8723         166      9.2980
$12.500-$20.500        175        7.67   13.6344          96     13.5539

$4.2500-$20.500      1,061              $ 8.2621         657    $ 7.3974


In  January  1996, the Board of Directors of Tripos authorized
and  declared a dividend of one preferred share purchase right
(a  "right")  for  each share of common stock  outstanding  on
January 26, 1996.  Each right represents the right to purchase
one  preferred share of stock.  These rights can be  exercised
only  if  certain  events occur, which  include,  among  other
things,  when a beneficial owner Tripos' common stock acquires
a total of 20% or more of our outstanding common stock.


6.  Benefit Plan

In 1994, Tripos established a defined contribution 401(k) Plan
covering  all domestic employees who are at least 21 years  of
age  and  have  completed  at  least  six  months  of  service
(provided  that  such service represents a  minimum  of  1,000
hours worked).  Employees may contribute to the plan up to 17%
of  their  compensation,  which is  further  limited  by  law.
Tripos will match employee contributions for an amount  up  to
50%  of the first 6% of each employee's compensation deferral.
Contributions made by the Company were $202 in 1999  and  $178
in 1998.

7.     Geographic Segment Data

In  June 1997, the Financial Accounting Standards Board issued
SFAS  131,  "Segment Information" which became  effective  for
Tripos  for 1998.  SFAS 131 amends the requirements for public
companies  to  report  financial and  descriptive  information
about  its  reportable operating segments in annual  financial
statements  and selected information about operating  segments
in   interim   reports  issued  to  shareholders.    It   also
establishes  standards for related disclosures about  products
and   services,   geographic  areas,  and   major   customers.
Operating segments, as defined in SFAS 131, are components  of
the  enterprise  for which separate financial  information  is
available  and  is  evaluated  regularly  by  the  Company  in
deciding how to allocate resources and assess performance.  We
believe  we  operate  in  one  reportable  business  operating
segment  and  therefore present only the following  geographic
data as representative segment information.

Tripos'  foreign operations historically have  been  conducted
principally through our wholly owned foreign subsidiaries  and
distributors.  Information regarding operations by  geographic
area for 1999, 1998 and 1997 is as follows:

                   U.S.A.     U.K.   Germany   France   Pacific    Total
1999                                                      Rim
Net sales         $12,356  $ 3,976   $ 5,776  $ 2,673   $ 2,468  $27,249
Long-lived assets   5,393    9,483        78       27         -   14,981

1998
Net sales          13,263    2,622     5,502    2,184     2,000   25,571
Long-lived assets   6,191    6,385        90       45         -   12,711


1997
Net sales          17,899    4,205     3,700    1,666     2,718   30,188
Long-lived assets   5,955    1,551       115       59         -    7,680

Most  of  our services are provided on an integrated worldwide
basis.   Because  of  the integration  of  U.S.  and  non-U.S.
services, it is not practical to separate precisely the  U.S.-
oriented  services  from  services resulting  from  operations
outside  the United States and performed for customers outside
the  United States; accordingly, the separation set  forth  in
the  preceding table is based upon internal allocations, which
involve certain management judgments.

Net  sales  and long-lived assets in the preceding table  are
attributable  to  the  country  or  territory  in  which  our
subsidiaries or distributors are located.


8.  Concentrations of Credit Risk

Financial  instruments  that  potentially  subject  Tripos  to
concentrations  of credit risk have consisted  principally  of
investments  and trade receivables.  Tripos invests  available
cash in bank deposits, investment-grade securities, and short-
term   interest-producing  investments,  including  government
obligations  and other money market instruments.   Tripos  has
adopted  credit  policies and standards to evaluate  the  risk
associated  with  its sales and requires collateral,  such  as
letters  of  credit  and  bank  guarantees,  whenever   deemed
necessary.  Our management believes that any risk of  loss  is
significantly  reduced due to the nature of the customers  and
distributors with which we do business.


9.  Lease Obligations

Tripos  leases  certain office facilities and equipment  under
noncancelable operating and capital leases with terms from one
to five years.  The capital leases specifically pertain to the
acquisition  of certain laboratory equipment totaling  $2,755.
During   1999,  we  entered  into  capital  leases  in   which
previously  acquired equipment was sold  and  leased  back  to
accomplish  a financing of that equipment.  The proceeds  from
this  transaction  were  used to pay  principal  on  the  then
outstanding $4.0 million term loan at LaSalle Bank.  The terms
of these capital leases are two and three years.  Rent expense
under  the operating leases was $468, $406, and $758 in  1999,
1998,  and  1997, respectively.  Noncancelable future  minimum
lease commitments as of December 31, 1999 are:

              Year                 Operating  Capital
                                      Leases   Leases
              2000                     $ 465   $1,211
              2001                       395      960
              2002                       262      420
              2003                       132        -
              2004                        45        -
                                       1,299    2,591
Less amount representing interest          -     (289)
Present value of minimum
   lease payments                     $1,299   $2,302*

*   Includes the current portion of capital lease obligations of $1,079



10.  Selected Quarterly Financial Data     (Unaudited)

The following table presents unaudited financial data
for each quarter of 1999 and 1998:

  1999                      3/31/99 6/30/99 9/30/99 12/31/99

Total net sales..........    $6,155  $6,122  $5,507   $9,465

Gross profit.............     4,285   4,646   4,523    7,040

Income (loss) from operations  (905) (1,719) (1,293)     719

Net income (loss) (1)....      (486) (1,173)   (836)     206

Net income (loss) per share:
       Basic.............    $(0.15) $(0.36) $(0.25)   $0.06
      Diluted............    $(0.15) $(0.36) $(0.25)   $0.06


  1998                      3/31/98 6/30/98 9/30/98 12/31/98

Total net sales..........    $6,184  $5,529  $5,587   $8,272

Gross profit.............     4,016   4,549   4,258    6,063

Income (loss) from operations  (541)   (321)   (769)     336

Net income (loss)........      (302)     41      70      262

Net income (loss) per share:
       Basic.............    $(0.10)  $0.01   $0.02    $0.08
      Diluted............    $(0.10)  $0.01   $0.02    $0.08

(1)  In  the  fourth  quarter  of  1999,  Tripos  recorded  a
valuation  allowance of $1.1 million on deferred  tax  assets
relating to the net operating losses for subsidiaries in  the
United Kingdom.
For  further discussion of earnings per share and the  impact
of  Statement  No.  128,  see  note  1  of  the  consolidated
financial statements, "Description of Business and Summary of
Significant  Accounting  Policies, Earnings  Per  Common  and
Dilutive Share".


11.  Inventory

Tripos  maintains  a physical inventory of chemical  compound
libraries  in various states of completion.  Costs associated
with  the  manufacture of compounds are calculated using  the
standard cost method and are carried at the lower of cost  or
market.   Compounds that are acquired from third parties  are
also  carried at the lower of cost or market.  Finished Goods
inventory may periodically contain costs of computer hardware
that has been acquired for resale to our customers.


                            December 31,  December 31,
                                   1999          1998
 Raw materials............      $   256       $    44
 Work in process..........          533         1,764
 Finished goods...........        1,806           581
                                $ 2,595       $ 2,389



12.  Long-term Debt

Tripos entered into a five-year $12,000 Credit Agreement with
a  bank  on October 16, 1998.  The Credit Agreement  required
Tripos to meet certain financial covenants, including various
coverage ratios and a debt to capitalization ratio.  The line
of credit was secured by all of our U.S. assets as well as  a
pledge of our European assets.  At December 31, 1998, we were
in violation of one covenant which was subsequently waived by
the  bank  for that quarterly reporting period.  At  December
31,  1998,  $2,100  of borrowings were outstanding.   Average
borrowings under the facility for 1998 were $1,153  from  the
date of the first draw until December 31, 1998.  The weighted-
average  interest  rate incurred from the date  of  inception
until December 31, 1998 was 7.02%.

On  November  14,  1997,  Tripos  acquired  its  headquarters
building and grounds.  Financing in the amount of $3,560  for
the acquisition was obtained from the same bank that provided
the  line  of  credit in 1998.  The five-year  mortgage  note
amortized  the loan principal on a straight-line basis  on  a
twenty-year schedule.  The variable interest rate on the note
was  equivalent to the thirty-day LIBOR rate plus 1.75%.  The
note  required  Tripos  to meet certain  financial  covenants
consistent  with  those of the Credit Agreement  above.   The
property  acquired  acted  as  security  for  the  borrowing.
Interest paid during the period was $292 for 1998.

On  March 22, 1999, Tripos received a credit commitment  from
LaSalle  Bank  that  refinanced the existing  $12,000  Credit
Agreement  and the mortgage note.  The credit commitment  was
for  a  total of $15,333 which was broken into three separate
secured credit facilities: a $3,333 real estate mortgage  for
property  with a carrying value of $4,476, $4,000  three-year
term loan, and an $8,000 three-year revolving line of credit.
The  credit commitment is collateralized by substantially all
of Tripos' U.S. assets and stock pledges for each of the U.S.
and  foreign  subsidiaries.   The  commitment  also  required
Tripos to meet certain financial covenants, including various
coverage  ratios and a debt to capitalization ratio.   During
1999,  Tripos  violated the terms of the covenants,  however,
the bank waived the violations and later amended the terms of
the credit facility.

The  mortgage note under the current credit commitment  calls
for  even quarterly principal payments based on a twenty-year
amortization schedule which began June 30, 1999.   Borrowings
under the mortgage are subject to a variable interest rate at
LIBOR  plus  2.25%.   An  interest rate  swap  agreement  was
entered  into  which fixed the interest rate at  7.81%.   The
$4,000   term  note  under  the  credit  commitment  required
quarterly  principal payments of $250 plus interest beginning
April  1,  2000 and was later amended to require  payment  in
full  by  June 30, 2000.  This note has since been repaid  in
its  entirety in three installments; $3,000 during the fourth
quarter  of 1999 and the balance on February 10,  2000.   The
revolving line of credit under the credit commitment requires
quarterly   interest-only   payments   with   any   remaining
borrowings  due  at  the  end  of the  three-year  commitment
period.   The original $8,000 line of credit was  reduced  to
$4,000 effective September 30, 1999.  Availability under  the
revolving  line of credit is based on eligible U.S.  accounts
receivable.  Borrowings under the term loan and the revolving
line  of credit bear interest at variable rates tied to LIBOR
or  the  bank's prime rate.  At December 31, 1999, $3,930  of
borrowings  were outstanding.  Average borrowings  under  the
facility for 1999 were $2,350 from the date of the first draw
until December 31, 1999.  The weighted-average interest  rate
incurred  from the date of inception until December 31,  1999
was 9.4%.

Long-term debt obligations were:
                                    December 31,   December 31,
                                           1999           1998
 Borrowings outstanding under
      Credit Agreement.........         $ 3,930        $ 2,100

 Mortgage note, due March 31, 2002        3,237          3,367

 Term Loan due June 30, 2000...           1,000              -

 Less current maturities.......          (1,166)          (178)
 Long-term debt................         $ 7,001        $ 5,289

Scheduled  maturities of long-term debt are $1,166 for  2000,
$178 for 2001 and $6,823 for 2002.


13.  Acquisition of Tripos Receptor Research Ltd.

On  November  11, 1997, Tripos purchased all the  outstanding
common stock of Receptor Research Ltd., a U.K. company, for a
mixture  of  cash, warrants and common stock of Tripos,  Inc.
Warrants for 20 shares of Tripos, Inc. Common Stock vested at
December  31,  1998 while warrants for 30  shares  vested  on
December 31, 1999.  The warrants were recorded at their  fair
market  value  at the date of the grant.  The purchase  price
was  allocated  to net identifiable assets  with  the  excess
recorded  as goodwill.  The goodwill is being amortized  over
15 years on a straight-line basis.  The results of operations
for   Receptor  Research  are  included  in  these  financial
statements  from  the  date  of the  acquisition.   Pro-forma
results  of operations, assuming the acquisition of  Receptor
Research   had  occurred  on  January  1,  1997,  would   not
materially  differ from the reported results  of  operations.
The  name  of  the  company was changed  to  Tripos  Receptor
Research Ltd. on January 7, 1998.


14.  Earnings Per Share

The following table sets forth the computation of basis and
diluted earnings per share:
                                      1999     1998      1997
Numerator:
  Numerator for basic and diluted
  earnings per share-net income    $(2,289)    $ 71    $2,580

Denominator:
  Denominator for basic earnings
  per share-weighted
  average shares................     3,277    3,208     3,085

  Effect of dilutive securities:
     Employee stock options.....         -      272       419

  Denominator for diluted
  earnings per share-
  adjusted weighted average
  shares and assumed conversions     3,277    3,480     3,504

  Basic earnings per share......    $(0.70)   $0.02     $0.84
  Diluted earnings per share....    $(0.70)   $0.02     $0.74


15.  Subsequent Event

On  February  4, 2000, Tripos issued 409 shares  of  Series  B
Preferred  Stock  for an aggregate purchase price  of  $9,000.
Cumulative dividends of $1.10 per share per annum are  payable
upon  the  earlier  of the conversion or  redemption  of  such
share.  Each share of preferred stock may be converted, at the
option  of the holder, into one share of Tripos' common stock.
The  preferred stock is mandatory redeemable at a price of $22
per share plus accreted dividends on February 4, 2005 provided
that  the holder has provided notice of its intention to  have
its shares redeemed on or prior to February 4, 2004.



Report of Independent Auditors

Board of Directors and Shareholders
of Tripos, Inc.

      We  have audited the accompanying consolidated  balance
sheets of Tripos, Inc. as of December 31, 1999 and 1998,  and
the    related   consolidated   statements   of   operations,
shareholders'  equity and cash flows for each  of  the  three
years in the period ended December 31, 1999.  Our audits also
included the financial statement schedule listed in the index
at  Item 14(a).  These financial statements and schedule  are
the   responsibility  of  the  Company's   management.    Our
responsibility  is to express an opinion on  these  financial
statements and schedule based on our audits.

      We  conducted  our audits in accordance  with  auditing
standards  generally  accepted in the United  States.   Those
standards  require  that we plan and  perform  the  audit  to
obtain  reasonable  assurance  about  whether  the  financial
statements  are  free  of  material misstatement.   An  audit
includes examining, on a test basis, evidence supporting  the
amounts  and  disclosures  in the financial  statements.   An
audit also includes assessing the accounting principles  used
and  significant  estimates made by management,  as  well  as
evaluating the overall financial statement presentation.   We
believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our  opinion, the consolidated financial statements
referred  to above present fairly, in all material  respects,
the  consolidated  financial  position  of  Tripos,  Inc.  at
December  31, 1999 and 1998, and the consolidated results  of
its operations and its cash flows for each of the three years
in  the  period  ended December 31, 1999, in conformity  with
accounting  principles  generally  accepted  in  the   United
States.  Also in our opinion, the related financial statement
schedule,  when considered in relation to the basic financial
statements taken as a whole, presents fairly in all  material
respects the information set forth therein.

                                            ERNST & YOUNG LLP
St. Louis, Missouri
February 7, 2000



Item 9.   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

None.



Part III


Item 10.  Directors and Officers of the Registrant

The  information required by this item is included  under  the
captions  "Election  of Directors" in our Proxy  Statement  in
connection with the Annual Meeting of Shareholders to be  held
on  May 11, 2000 and is incorporated herein by reference.  The
information  required  by  this  item  relating   to   Tripos'
executive officers and key employees is included in that  same
Proxy   Statement  under  the  caption  "Management"  and   is
incorporated herein by reference.


Item 11.  Executive Compensation

The  information required by this item is included  under  the
caption  "Election  of Directors - Director Remuneration"  and
under   the   caption  "Executive  Compensation  and   Related
Information",  except  for  the "Report  of  the  Compensation
Committee" and the "Comparison of Shareholder Return", in  the
Proxy  Statement in connection with the Tripos Annual  Meeting
of Shareholders to be held on May 11, 2000 and is incorporated
herein by reference.


Item 12.  Security Ownership of Certain Beneficial Owners and
Management

The  information required by this item is included  under  the
caption  "Ownership of Securities" in the Proxy  Statement  in
connection with the Annual Meeting of Shareholders to be  held
on May 11, 2000 and is incorporated herein by reference.


Item 13.  Certain Relationships and Related Transactions

Tripos  has  not  engaged  in  any  transaction  or  had   any
relationship  with any executive officer or director  that  is
required to be disclosed pursuant to Item 404 of Regulation S-K.



Part IV


Item 14.  Exhibits, Financial Statement Schedule and Reports
on Form 8-K

(a)  The following documents are filed as part of this Annual
Report on Form 10-K:

     1.   Financial Statements.

          See Part II, Item 8  Financial Statements and
          Supplementary Data

     2.   Financial Statement Schedule

          The following financial statement schedule of
          Tripos, Inc. is included in this annual report on
          Form 10-K.
                                                          Page Number

          Schedule II -  Valuation and Qualifying Accounts    II-1

          Schedules other than that which is listed above have
          been omitted since they are either not required, are
          not applicable, or the required information is shown
          in the financial statements or related items.

     3.   Exhibits - see the following Exhibit Index of this report.

          The following exhibits listed in the Exhibit Index
          are filed with this report:

          3.3  Articles  of  Amendment  to  the  Articles  of
               Incorporation of Tripos, Inc. dated February 4, 2000
          4.1  Investor's Rights Agreement dated  February  4, 2000
               between LION Bioscience AG and Tripos, Inc.
          10.16  Agreement on Collaboration Terms dated February 4, 2000
                 between LION Bioscience AG and Tripos, Inc.
          10.17  Stock Purchase Agreement dated February 4, 2000
                 between LION Bioscience AG and Tripos, Inc.
          12   See Part II, Item 8; Financial Statements  and
               Supplementary Data
          23.1  Consent of Ernst & Young LLP, Independent Auditors
          27   Financial Data Schedule

(b)  Reports on Form 8-K filed in the fourth quarter of 1999:

     None.

(c)  Exhibits - see Exhibit Index:
     Management Contracts and Compensatory Plans - the
     following exhibits listed in the Exhibit Index are listed
     below pursuant to item 14(a)-3 of Form 10-K:

     10.1      Tripos, Inc. 1994 Stock Option Plan
     10.2      Tripos, Inc. 1994 Employee Stock Purchase Plan
     10.3      Tripos, Inc. 1994 Director Option Plan
     10.4      Tripos, Inc. 1994 401(k) Plan
     10.5      Amendment to the 1994 401(k) Plan
     10.6      Tripos, Inc. 1996 Director Stock Compensation Plan


 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.

                          SIGNATURES

        TRIPOS, INC.

 By: /s/John P. McAlister                      March 26, 2000
     John P. McAlister, III                    Date
     President, Chief Executive Officer
     and Member of the Board of Directors


                       POWER OF ATTORNEY

Know  all  men  by  these  presents, that  each  person  whose
signature  appears  below constitutes  and  appoints  John  P.
McAlister,  III, Colleen A. Martin and John D.  Yingling,  and
each  of  them (with full power to each of them to act alone),
his  true  and  lawful attorney-in-fact and agent,  with  full
power  of substitution and resubstitution, for him and in  his
name, place and stead, in any and all capacities, to sign  any
or  all  amendments to this report on Form 10-K for the fiscal
year  ended December 31, 1999, and to file the same, with  all
exhibits  thereto and other documents in connection therewith,
with  the  Securities and Exchange Commission,  granting  unto
said  attorneys-in-fact and agents, and  each  of  them,  full
power  and authority to do and perform each and every act  and
thing  requisite  and necessary to be done in  and  about  the
premises, as fully to all intents and purposes as he might  or
could  do in person, hereby ratifying and confirming all  that
said  attorneys-in-fact and agents, or any of them,  or  their
substitutes,  may lawfully do or cause to be  done  by  virtue
hereof.

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

     Name                     Title                    Date

/s/ John P. McAlister     Chief Executive Officer,     March 26, 2000
John P. McAlister III     President and Director
                         (Principal Executive Officer)

/s/ Colleen A. Martin     VP, Chief Financial Officer  March 26, 2000
Colleen A. Martin         and Secretary
                         (Principal Financial Officer)

/s/ John D. Yingling      Corporate Controller         March 26, 2000
John D. Yingling          and Treasurer
                         (Principal Accounting Officer)

/s/ Ralph S. Lobdell      Chairman of the Board of     March 26, 2000
Ralph S. Lobdell          Directors

/s/ Stewart Carrell       Director                     March 26, 2000
Stewart Carrell

/s/ Gary Meredith         Director                     March 26, 2000
Gary Meredith

/s/ Ferid Murad           Director                     March 26, 2000
Ferid Murad

/s/ Alfred Alberts        Director                     March 26, 2000
Alfred Alberts

/s/ Friedrich Von Bohlen  Director                     March 26, 2000
Friedrich Von Bohlen


                         TRIPOS, INC.

         SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
 Years Ended December 31, 1997, December 31,1998 and December 31, 1999
                        (in thousands)

    Col. A        Col. B           Col. C              Col. D       Col. E
                                 Additions
               Balance at   Charged to  Charged to  Deductions    Balance at
  Description   Beginning     Cost and       Other  Charged to      End of
                of Period     Expenses    Accounts    Reserves      Period
Allowance for
Doubtful  Accounts
         1997        $77        $ 1         $--         $--          $ 78
         1998         78         60          --          39            99
         1999         99         28          --          --           127

Valuation Allowance
for Deferred Income
Tax Assets:
         1997       $143        $--         $--         $98          $ 45
         1998         45         --          --          45            --
         1999         --      1,133          --          --         1,133





Exhibit                  Exhibit Index
Number                   Description

2.1 a  Distribution Agreement between Tripos and E&S
3.1 p  Amended and Restated Articles of Incorporation dated
       January 26, 1996
3.2 a  Amended and Restated Bylaws of Tripos
3.3    Articles of Amendment to the Articles of Incorporation of
       Tripos, Inc. dated February 4, 2000.
4.1    Investor's Rights Agreement dated February 4, 2000
       between LION Bioscience AG and Tripos, Inc.
10.1 b Tripos, Inc. 1994 Stock Option Plan
10.2 b Tripos, Inc. 1994 Employee Stock Purchase Plan
10.3 b Tripos, Inc. 1994 Director Option Plan
10.4 b Tripos, Inc. 1994 401(k) Plan
10.5 p Amendment to the 1994 401(k) Plan
10.6 p Tripos, Inc. 1996 Director Stock Compensation Plan
10.7 p Master Collaboration Agreement between Tripos and MDL
       Information Systems, Inc. dated February 2, 1996
10.8 p Rights Agreement between Tripos and Boatmen's Trust
       Company, as Rights Agent, dated January 26, 1996
10.9 p Strategic Business Alliance Teaming Agreement between
       Tripos and MDS Panlabs, Inc. dated June 30, 1995
10.10  Credit Agreement-Line of Credit, dated as of September
       12, 1996, between Tripos and NationsBank, N.A. (formerly
       known as Boatmen's National Bank of St. Louis).
       Previously filed as an exhibit to the Company's Form 10-Q
       for the period ended September 30, 1996 and incorporated
       herein by reference.
10.11f Loan Agreement dated November 14, 1997 between
       NationsBank, N.A. and Tripos Realty, LLC.
10.12f Purchase and Sale Agreement dated June 3, 1997 between
       Cahn Realty Associates and Tripos, Inc.
10.13  Settlement Agreement between Tripos, Inc. and Panlabs,
       Inc. dated March 30, 1998.  Previously filed as an
       exhibit to the Company's Form 10-Q for the period ended
       June 30, 1998 and incorporated herein by reference.
10.14  Loan Agreement between Tripos, Inc. and NationsBank,
       N.A. dated October 16, 1998.  Previously filed as an
       exhibit to the Company's Form 10-Q for the period ended
       September 30, 1998 and incorporated herein by reference.
10.15  Loan Agreement between Tripos, Inc. and LaSalle
       National Bank dated April 30, 1999.  Previously filed as an
       exhibit to the Company's Form 10-Q for the period ended June
       30, 1999 and incorporated herein by reference.
10.16  Agreement on Collaboration Terms dated February 4, 2000
       between LION Bioscience AG and Tripos, Inc.
10.17  Stock Purchase Agreement dated February 4, 2000
       between LION Bioscience AG and Tripos, Inc.
21     Subsidiaries of the Registrant: Tripos Realty, LLC,
       Tripos S.A.R.L., Tripos GMBH, Tripos UK Holdings Limited,
       Tripos UK Limited, and Tripos Receptor Research Limited
23.1   Consent of Ernst & Young LLP, Independent Auditors
24     Power of Attorney, See the signature page
27     Financial Data Schedule

a      Previously filed as an exhibit to the Company's
       Registration Statement on Form 10 dated May 27, 1994
       and incorporated herein by reference
b      Previously filed as an exhibit to the Company's
       Registration Statement on  Form S-8, 33-79610 dated
       May 31, 1994 and incorporated herein by reference.
p      Previously filed as an exhibit to the Company's Form 10-K
       for the fiscal year ended December 31, 1995 and incorporated
       herein by reference.
f      Previously filed as an exhibit to the Company's Form 10-K
       for the fiscal year ended December 31, 1997 and incorporated
       herein by reference.



Exhibit 3.3
                     ARTICLES OF AMENDMENT
                            TO THE
                   ARTICLES OF INCORPORATION
                              OF
                         TRIPOS, INC.

     Pursuant to the authority vested in the Board of
Directors of TRIPOS, INC., a Utah corporation (the
"Corporation"), by and through the Articles of Incorporation
of the Corporation, and as permitted by Sections 602, 1002 and
1006 of the Utah Revised Business Corporation Act, the Board
of Directors of the Corporation has adopted the following
amendments to the Articles of Incorporation of the
Corporation, without shareholder action, by unanimous written
consent dated effective as of February 4, 2000 (shareholder
action was not required):
     Article III, Section 2 of the Articles of Incorporation
of this Corporation is hereby amended, by adding the following
to the end of such Section, following the Designation of
Rights and Preferences of TRIPOS, INC. Series A Preferred
Stock, as set forth in the Articles of Amendment to the
Corporation's Articles of Incorporation, filed with the Utah
Department of Commerce, Division of Corporations and
Commercial Code, effective as of April 22, 1996:

             DESIGNATION OF RIGHTS AND PREFERENCES
                        OF TRIPOS, INC.
             SERIES B CONVERTIBLE PREFERRED STOCK

Section 1.      Designation and Amount.  Four hundred nine
thousand ninety-one (409,091) of the authorized and previously
undesignated shares of Preferred Stock are designated as
"Series B Convertible Preferred Stock" (the "Series B Preferred Stock").

Section 2.      Dividends.
(a)  The holders of shares of Series B Preferred Stock shall
   be entitled to receive, out of funds legally available
   therefor, dividends of $1.10 per share per annum (subject to
   appropriate adjustment in the event of any stock dividend,
   stock split, combination or other similar recapitalization
   affecting such shares).  Such dividends shall accrue and shall
   be cumulative from the date of issuance of each share of
   Series B Preferred Stock to which such dividends relate, until
   the earlier of the conversion or redemption of such share of
   Series B Preferred Stock and all such accrued dividends shall
   be payable by the Company simultaneously with such conversion
   or redemption in cash or, at the option of the holder, shares
   of the Corporation's Common Stock with an aggregate market
   value equal to the cash dividend amount.  For purposes of
   determining the number of shares of Common Stock to be issued
   in lieu of a cash dividend, the fair market value of the
   Common Stock shall be equal to the average closing price of
   the Common Stock for the 5 trading days preceding such delivery.

(b)  Upon the conversion or redemption of the Series B
   Preferred Stock, the Corporation shall not declare or pay any
   distributions (as defined below) on shares of Common Stock
   until the holders of the Series B Preferred Stock then
   outstanding shall have first received the distribution
   required under paragraph (a) of this Section 2.

(c)  For purposes of this Section 2, unless the context
   requires otherwise, "distribution" shall mean the transfer of
   cash or property without consideration, whether by way of
   dividend or otherwise, payable other than in Common Stock or
   other securities of the Corporation, or the purchase or
   redemption of shares of the Corporation for cash or property,
   including any such transfer, purchase or redemption by a
   subsidiary of this Corporation.

Section 3.      Liquidation, Dissolution or Winding Up;
Certain Mergers, Consolidations and Asset Sales.

(a)  In the event of any voluntary or involuntary liquidation,
   dissolution or winding up of the Corporation, the holders of
   shares of Series B Preferred Stock then outstanding shall be
   entitled to be paid out of the assets of the Corporation
   available for distribution to its stockholders, after and
   subject to the payment in full of all amounts required to be
   distributed to the holders of any other class or series of
   shares of the Corporation ranking on liquidation prior and in
   preference to the Series B Preferred Stock (collectively
   referred to as "Senior Preferred Stock"), but before any
   payment shall be made to the holders of Common Stock, the
   Series A Preferred Stock or any other class or series of
   shares ranking on liquidation junior to the Series B Preferred
   Stock (such Common Stock and other stock being collectively
   referred to as "Junior Stock") by reason of their ownership
   thereof, an amount equal to $22 per share (subject to
   appropriate adjustment in the event of any stock dividend,
   stock split, combination or other similar recapitalization
   affecting such shares), plus any dividends accrued but
   undeclared and any dividends declared but unpaid on such
   shares.  If upon any such liquidation, dissolution or winding
   up of the Corporation the remaining assets of the Corporation
   available for distribution to its stockholders shall be
   insufficient to pay the holders of shares of Series B
   Preferred Stock the full amount to which they shall be
   entitled, the holders of shares of Series B Preferred Stock
   and any other class or series of shares ranking on liquidation
   on a parity with the Series B Preferred Stock shall share
   ratably in any distribution of the remaining assets and funds
   of the Corporation in proportion to the respective amounts
   which would otherwise be payable in respect of the shares held
   by them upon such distribution if all amounts payable on or
   with respect to such shares were paid in full.

(b)  After the payment of all preferential amounts required to
   be paid to the holders of Senior Preferred Stock, the Series B
   Preferred Stock and any other class or series of shares of the
   Corporation ranking on liquidation on a parity with the Series
   B Preferred Stock, upon the dissolution, liquidation or
   winding up of the Corporation, the remaining assets and funds
   of the Corporation available for distribution to its
   stockholders shall be distributed among the holders of shares
   of Junior Stock in accordance with the terms of such Junior Stock.

(c)  Any merger or consolidation of the Corporation into or
   with another corporation (except one in which the holders of
   capital stock of the Corporation immediately prior to such
   merger or consolidation continue to hold at least 60% by
   voting power of the capital stock of the surviving
   corporation), or sale of all or substantially all the assets
   of the Corporation, shall be deemed to be a liquidation of the
   Corporation for purposes of this Section 3, and the agreement
   or plan of merger or consolidation with respect to such
   merger, consolidation or sale shall provide that the
   consideration payable to the stockholders of the Corporation
   (in the case of a merger or consolidation), or consideration
   payable to the Corporation, together with all other available
   assets of the Corporation (in the case of an asset sale),
   shall be distributed to the holders of capital stock of the
   Corporation in accordance with Subsections 3(a) and 3(b) above
   and the holders of Series B Preferred Stock shall receive an
   amount (the "Liquidation Amount") determined in accordance
   with such Subsections.  The amount deemed distributed to the
   holders of shares of Series B Preferred Stock upon any such
   merger, consolidation or sale shall be the cash or the value
   of the property, rights or securities distributed to such
   holders by the acquiring person, firm or other entity.  The
   value of such property, rights or other securities shall be
   determined in good faith by the Board of Directors of the
   Corporation.

Section 4.      Voting.

(a)  Each holder of outstanding shares of Series B Preferred
   Stock shall be entitled to such number of votes as is equal to
   the number of whole shares of Common Stock into which the
   shares of Series B Preferred Stock held by such holder are
   then convertible (as adjusted from time to time pursuant to
   Section 5 hereof), at each meeting of stockholders of the
   Corporation (and written actions of stockholders in lieu of
   meetings) with respect to any and all matters presented to the
   stockholders of the Corporation for their action or
   consideration.  Except as provided by law, or by the
   provisions of Subsections 4(b) or 4(c) below, holders of
   Series B Preferred Stock shall vote together with the holders
   of Common Stock as a single class.

(b)  The Corporation shall not (i) amend, alter or repeal the
   preferences, special rights or other powers of the Series B
   Preferred Stock so as to affect adversely the Series B
   Preferred Stock, or (ii) increase the number of authorized
   shares of Series B Preferred Stock, without the written
   consent or affirmative vote of the holders of a majority of
   the then outstanding shares of Series B Preferred Stock, given
   in writing or by vote at a meeting, consenting or voting (as
   the case may be) separately as a class.

(c)  The consent or affirmative vote of holders of a majority
   of the then outstanding shares of Series B Preferred Stock
   given in writing or by vote at a meeting, consenting or voting
   (as the case may be) separately as a class, shall be entitled
   to elect one member of the Board of Directors of the Company.

Section 5.      Optional Conversion.  The holders of the
Series B Preferred Stock shall have conversion rights as
follows (the "Conversion Rights"):

(a)  Right to Convert.  Each share of Series B Preferred Stock
   shall be convertible at the option of the holder thereof, at
   any time and from time to time, and without the payment of
   additional consideration by the holder thereof, into such
   number of fully paid and nonassessable shares of Common Stock
   as is determined by dividing $22 by the Conversion Price (as
   defined below) in effect at the time of conversion  The
   "Conversion Price" shall initially be $22.  Such initial
   Conversion Price, and the rate at which shares of Series B
   Preferred Stock may be converted into shares of Common Stock,
   shall be subject to adjustment as provided below.

     In  the  event  of a liquidation of the Corporation,  the
     Conversion  Rights  shall  terminate  at  the  close   of
     business  on the first full day preceding the date  fixed
     for   the   payment  of  any  amounts  distributable   on
     liquidation  to the holders of Series B Preferred  Stock.
     In addition, the Conversion Rights shall terminate on the
     fifth  business  day  preceding the Redemption  Date,  as
     defined below.

(b)  Fractional Shares.  No fractional shares of Common Stock
   shall be issued.

(c)  Mechanics of Conversion.
(i)  In order for a holder of Series B Preferred Stock to
     convert shares of Series B Preferred Stock into shares of
     Common Stock, such holder shall surrender the certificate or
     certificates for such shares of Series B Preferred Stock, at
     the office of the transfer agent for the Series B Preferred
     Stock (or at the principal office of the Corporation if the
     Corporation serves as its own transfer agent), together with
     written notice that such holder elects to convert all or any
     number of the shares of the Series B Preferred Stock
     represented by such certificate or certificates.  Such notice
     shall state such holder's name or the names of the nominees in
     which such holder wishes the certificate or certificates for
     shares of Common Stock to be issued.  If required by the
     Corporation, certificates surrendered for conversion shall be
     endorsed or accompanied by a written instrument or instruments
     of transfer, in form satisfactory to the Corporation, duly
     executed by the registered holder or his or its attorney duly
     authorized in writing.  The date of receipt of such
     certificates and notice by the transfer agent (or by the
     Corporation if the Corporation serves as its own transfer
     agent) shall be the conversion date ("Conversion Date").  The
     Corporation shall, as soon as practicable after the Conversion
     Date, issue and deliver at such office to such holder of
     Series B Preferred Stock, or to his or its nominees, a
     certificate or certificates for the number of shares of Common
     Stock to which such holder shall be entitled, together with
     cash in lieu of fractional shares.

(ii) The Corporation shall at all times while any shares of
     Series B Preferred Stock shall be outstanding, reserve and
     keep available out of its authorized but unissued stock, for
     the purpose of effecting the conversion of the Series B
     Preferred Stock, such number of duly authorized shares of
     Common Stock as shall from time to time be sufficient to
     effect the conversion of all outstanding shares of Series B
     Preferred Stock.  Before taking any action which would cause
     an adjustment reducing the Conversion Price below the then par
     value of the shares of Common Stock issuable upon conversion
     of the Series B Preferred Stock, the Corporation will take any
     corporate action which may, in the opinion of its counsel, be
     necessary in order that the Corporation may validly and
     legally issue fully paid and nonassessable shares of Common
     Stock at such adjusted Conversion Price.

(iii)  All shares of Series B Preferred Stock which shall
     have been surrendered for conversion as herein provided shall
     no longer be deemed to be outstanding and all rights with
     respect to such shares, including the rights, if any, to
     receive notices and to vote, shall immediately cease and
     terminate on the Conversion Date, except only the right of the
     holders thereof to receive shares of Common Stock in exchange
     therefor.  Any shares of Series B Preferred Stock so converted
     shall be retired and cancelled and shall not be reissued, and
     the Corporation (without the need for shareholder action) may
     from time to time take such appropriate action as may be
     necessary to reduce the number of shares of authorized Series
     B Preferred Stock accordingly.

(iv) The Corporation shall pay any and all issue and other
     taxes that may be payable in respect of any issuance or
     delivery of shares of Common Stock upon conversion of shares
     of Series B Preferred Stock pursuant to this Section 5.  The
     Corporation shall not, however, be required to pay any tax
     which may be payable in respect of any transfer involved in
     the issuance and delivery of shares of Common Stock in a name
     other than that in which the shares of Series B Preferred
     Stock so converted were registered, and no such issuance or
     delivery shall be made unless and until the person or entity
     requesting such Issuance has paid to the Corporation the
     amount of any such tax or has established, to the satisfaction
     of the Corporation, that such tax has been paid.

(d)  Adjustments to Conversion Price for Diluting Issues:

(i)  Special Definitions.  For purposes of this Subsection
     5(d), the following definitions shall apply:

(A)  "Option" shall mean rights, options or warrants to
     subscribe for, purchase or otherwise acquire Common Stock or
     Convertible Securities.

(B)  "Original Issue Date" shall mean the date on which a
     share of Series B Preferred Stock was first issued.

(C)  "Convertible Securities" shall mean any evidences of
     indebtedness, shares or other securities directly or
     indirectly convertible into or exchangeable for Common Stock.

(D)  "Additional Shares of Common Stock" shall mean all shares
     of Common Stock or fractions thereof issued (or, pursuant to
     Subsection 5(d)(iii) below, deemed to be issued) by the
     Corporation after the Original Issue Date, other than shares
     of Common Stock issued or issuable:
(I)  upon conversion of any Convertible Securities or exercise
     any warrants or options outstanding on the Original Issue
     Date;
(II) by reason of a dividend, stock split, split-up or other
     distribution on shares of Common Stock that is covered by
     Subsection 5(e) or 5(f) below; or
(III)to employees or directors of, or consultants to, the
     Corporation pursuant to a plan or arrangement approved by the
     Board of Directors of the Corporation; or
(IV) in connection with the acquisition by the Corporation of
     the shares or assets of another business or company.

(ii) No Adjustment of Conversion Price.  No adjustment in the
     number of shares of Common Stock into which the Series B
     Preferred Stock is convertible shall be made, by adjustment in
     the applicable Conversion Price thereof: (a) unless the
     consideration per share (determined pursuant to Subsection
     5(d)(v)) for Additional Shares of Common Stock issued or
     deemed to be issued by the Corporation is less than the
     applicable Conversion Price in effect immediately prior to the
     issue of such Additional Shares of Common Stock, or (b) if
     prior to such issuance, the Corporation receives written
     notice from the holders of a majority of the then outstanding
     shares of Series B Preferred Stock agreeing that no such
     adjustment shall be made as the result of the issuance of
     Additional Shares of Common Stock.

(iii) Issue of Securities; Deemed Issue of Additional
     Shares of Common Stock.  If the Corporation at any time or
     from time to time after the Original Issue Date shall issue
     any Options (excluding Options covered by Subsection
     5(d)(i)(D)(iii) above) or Convertible Securities or shall fix
     a record date for the determination of holders of any class of
     securities entitled to receive any such Options or Convertible
     Securities, then the maximum number of shares of Common Stock
     (as set forth in the instrument relating thereto without
     regard to any provision contained therein for a subsequent
     adjustment of such number) issuable upon the exercise of such
     Options or, in the case of Convertible Securities and Options
     therefor, the conversion or exchange of such Convertible
     Securities, shall be deemed to be Additional Shares of Common
     Stock issued as of the time of such issue or, in case such a
     record date shall have been fixed, as of the close of business
     on such record date, provided that Additional Shares of Common
     Stock shall not be deemed to have been issued unless the
     consideration per share (determined pursuant to Subsection
     5(d)(v) hereof) of such Additional Shares of Common Stock
     would be less than the applicable Conversion Price in effect
     on the date of and immediately prior to such issue, or such
     record date, as the case may be, and provided further that in
     any such case in which Additional Shares of Common Stock are
     deemed to be issued:

(A)  No further adjustment in the Conversion Price shall be
     made upon the subsequent issue of Convertible Securities or
     shares of Common Stock upon the exercise of such Options or
     conversion or exchange of such Convertible Securities;

(B)  If such Options or Convertible Securities by their terms
     provide, with the passage of time or otherwise, for any
     increase or decrease in the consideration payable to the
     Corporation, upon the exercise, conversion or exchange
     thereof, the Conversion Price computed upon the original issue
     thereof (or upon the occurrence of a record date with respect
     thereto), and any subsequent adjustments based thereon, shall,
     upon any such increase or decrease becoming effective, be
     recomputed to reflect such increase or decrease insofar as it
     affects such Options or the rights of conversion or exchange
     under such Convertible Securities;

(C)  Upon the expiration or termination of any unexercised
     Option, the Conversion Price shall not be readjusted, but the
     Additional Shares of Common Stock deemed issued as the result
     of the original issue of such Option shall not be deemed
     issued for the purposes of any subsequent adjustment of the
     Conversion Price;

(D)  In the event of any change in the number of shares of
     Common Stock issuable upon the exercise, conversion or
     exchange of any Option or Convertible Security, including, but
     not limited to, a change resulting from the anti-dilution
     provisions thereof, the Conversion Price then in effect shall
     forthwith be readjusted to such Conversion Price as would have
     obtained had the adjustment which was made upon the issuance
     of such Option or Convertible Security not exercised or
     converted prior to such change been made upon the basis of
     such change; and

(E)  No readjustment pursuant to clause (B) or (D) above shall
     have the effect of increasing the Conversion Price to an
     amount which exceeds the lower of (i) the Conversion Price on
     the original adjustment date, or (ii) the Conversion Price
     that would have resulted from any issuances of Additional
     Shares of Common Stock between the original adjustment date
     and such readjustment date.

     In the event the Corporation, after the Original Issue
Date, amends the terms of any Options or Convertible
Securities (whether such Options or Convertible Securities
were outstanding on the Original Issue Date or were issued
after the Original Issue Date), then such Options or
Convertible Securities, as so amended, shall be deemed to have
been issued after the Original Issue Date and the provisions
of this Subsection 5(d)(iii) shall apply.

(iv) Adjustment of Conversion Price Upon Issuance of
     Additional Shares of Common Stock.  In the event the
     Corporation shall at any time after the Original Issue Date
     issue Additional Shares of Common Stock (including Additional
     Shares of Common Stock deemed to be issued pursuant to
     Subsection 5(d)(iii), but excluding shares issued as a
     dividend or distribution as provided in Subsection 5(e)),
     without consideration or for a consideration per share less
     than the applicable Conversion Price in effect on the date of
     and immediately prior to such issue, then and in such event,
     such Conversion Price shall be reduced, concurrently with such
     issue, to a price (calculated to the nearest .001 of a cent)
     determined by multiplying such Conversion Price by a fraction:

(A)  the numerator of which shall be (i) the number of shares
     of Common Stock outstanding immediately prior to such issue or
     sale plus (ii) the number of shares of Common Stock which the
     aggregate consideration (determined pursuant to Subsection
     5(d)(v)) for the total number of such Additional Shares of
     Common Stock so issued or sold would purchase at the then
     Conversion Price; and

(B)  the denominator of which shall be the number of shares of
     Common Stock outstanding immediately after such issue or sale.

(v)  Determination of Consideration.  For purposes of this
     Subsection 5(d), the consideration received by the Corporation
     for the issue of any Additional Shares of Common Stock shall
     be computed as follows:

(A)  Cash and Property: Such consideration shall:

(I)  insofar as it consists of cash, be computed at the
     aggregate of cash received by the Corporation, excluding
     amounts paid or payable for accrued interest;

(II) insofar as it consists of property other than cash, be
     computed at the fair market value thereof at the time of such
     issue, as determined in good faith by the Board of Directors;
     and

(III) in the event Additional Shares of Common Stock are
     issued together with other shares or securities or other
     assets of the Corporation for consideration which covers both,
     be the proportion of such consideration so received, computed
     as provided in clauses (I) and (II) above, as determined in
     good faith by the Board of Directors.

(B)  Options and Convertible Securities.  The consideration
     per share received by the Corporation for Additional Shares of
     Common Stock deemed to have been issued pursuant to Subsection
     4(d)(iii), relating to Options and Convertible Securities,
     shall be determined by dividing

                         (x)  the total amount, if any,
received or receivable by the Corporation as consideration for
the issue of such Options or Convertible Securities, plus the
minimum aggregate amount of additional consideration (as set
forth in the instruments relating thereto, without regard to
any provision contained therein for a subsequent adjustment of
such consideration) payable to the Corporation upon the
exercise of such Options or the conversion or exchange of such
Convertible Securities, or in the case of Options for
Convertible Securities, the exercise of such Options for
Convertible Securities and the conversion or exchange of such
Convertible Securities, by

                         (y)  the maximum number of shares of
Common Stock (as set forth in the instruments relating
thereto, without regard to any provision contained therein for
a subsequent adjustment of such number) issuable upon the
exercise of such Options or the conversion or exchange of such
Convertible Securities.

(e)  Adjustment for Stock Splits and Combinations.  If the
   Corporation shall at any time or from time to time after the
   Original Issue Date effect a subdivision of the outstanding
   Common Stock, the Conversion Price then in effect immediately
   before that subdivision shall be proportionately decreased.
   If the Corporation shall at any time or from time to time
   after the Original Issue Date combine the outstanding shares
   of Common Stock, the Conversion Price then in effect
   immediately before the combination shall be proportionately
   increased.  Any adjustment under this paragraph shall become
   effective at the close of business on the date the subdivision
   or combination becomes effective.

(f)  Adjustment for Certain Dividends and Distributions.  In
   the event the Corporation at any time, or from time to time
   after the Original Issue Date shall make or issue, or fix a
   record date for the determination of holders of Common Stock
   entitled to receive, a dividend or other distribution payable
   in additional shares of Common Stock, then and in each such
   event the Conversion Price for the Series B Preferred Stock
   then in effect immediately before such event shall be
   decreased as of the time of such issuance or, in the event
   such a record date shall have been fixed, as of the close of
   business on such record date, by multiplying the Conversion
   Price for the Series B Preferred Stock then in effect by a
   fraction:
               (1)  the numerator of which shall be the total
                    number of shares of Common Stock issued
                    and outstanding immediately prior to the
                    time of such issuance or the close of
                    business on such record date, and

               (2)  the denominator of which shall be the
                    total number of shares of Common Stock
                    issued and outstanding immediately prior
                    to the time of such issuance or the close
                    of business on such record date plus the
                    number of shares of Common Stock issuable
                    in payment of such dividend or
                    distribution;

provided, however, if such record date shall have been fixed
and such dividend is not fully paid or if such distribution is
not fully made on the date fixed therefor, the Conversion
Price for the Series B Preferred Stock shall be recomputed
accordingly as of the close of business on such record date
and thereafter the Conversion Price for the Series B Preferred
Stock shall be adjusted pursuant to this paragraph as of the
time of actual payment of such dividends or distributions.

(g)  Adjustments for Other Dividends and Distributions.  In
   the event the Corporation at any time or from time to time
   after the Original Issue Date for the Series B Preferred Stock
   shall make or issue, or fix a record date for the
   determination of holders of Common Stock entitled to receive,
   a dividend or other distribution payable in securities of the
   Corporation other than shares of Common Stock, then and in
   each such event provision shall be made so that the holders of
   the Series B Preferred Stock shall receive upon conversion
   thereof in addition to the number of shares of Common Stock
   receivable thereupon, the amount of securities of the
   Corporation that they would have received had the Series B
   Preferred Stock been converted into Common Stock on the date
   of such event and had they thereafter, during the period from
   the date of such event to and including the conversion date,
   retained such securities receivable by them as aforesaid
   during such period, giving application to all adjustments
   called for during such period under this paragraph with
   respect to the rights of the holders of the Series B Preferred
   Stock; and provided further, however, that no such adjustment
   shall be made if the holders of Series B Preferred Stock
   simultaneously receive a dividend or other distribution of
   such securities in an amount equal to the amount of such
   securities as they would have received if all outstanding
   shares of Series B Preferred Stock had been converted into
   Common Stock on the date of such event.

(h)  Adjustment for Reclassification, Exchange or
   Substitution.  If the Common Stock issuable upon the
   conversion of the Series B Preferred Stock shall be changed
   into the same or a different number of shares of any class or
   classes of stock, whether by capital reorganization,
   reclassification, or otherwise (other than a subdivision or
   combination of shares or stock dividend provided for above, or
   a reorganization, merger, consolidation, or sale of assets
   provided for below), then and in each such event the holder of
   each such share of Series B Preferred Stock shall have the
   right thereafter to convert such share into the kind and
   amount of shares of stock and other securities and property
   receivable upon such reorganization, reclassification, or
   other change, by holders of the number of shares of Common
   Stock into which such shares of Series B Preferred Stock might
   have been converted immediately prior to such reorganization,
   reclassification, or change, all subject to further adjustment
   as provided herein.

(i)  Adjustment for Merger or Reorganization, etc.  In case of
   any consolidation or merger of the Corporation with or into
   another corporation or the sale of all or substantially all of
   the assets of the Corporation to another corporation (other
   than a consolidation, merger or sale which is treated as a
   liquidation in accordance with Subsection 3(c)), each share of
   Series B Preferred Stock shall thereafter be convertible (or
   shall be converted into a security which shall be convertible)
   into the kind and amount of shares of stock or other
   securities or property to which a holder of the number of
   shares of Common Stock of the Corporation deliverable upon
   conversion of such Series B Preferred Stock would have been
   entitled upon such consolidation, merger or sale; and, in such
   case, appropriate adjustment (as determined in good faith by
   the Board of Directors) shall be made in the application of
   the provisions in this Section 5 set forth with respect to the
   rights and interest thereafter of the holders of the Series B
   Preferred Stock, to the end that the provisions set forth in
   this Section 5 (including provisions with respect to changes
   in and other adjustments of the Conversion Price) shall
   thereafter be applicable, as nearly as reasonably may be, in
   relation to any shares of stock or other property thereafter
   deliverable upon the conversion of the Series B Preferred Stock.

(j)  No Impairment.  The Corporation will not, by amendment of
   its Articles of Incorporation or through any reorganization,
   transfer of assets, consolidation, merger, dissolution, issue
   or sale of securities or any other voluntary action, avoid or
   seek to avoid the observance or performance of any of the
   terms to be observed or performed hereunder by the
   Corporation, but will at all times in good faith assist in the
   carrying out of all the provisions of this Section 5 and in
   the taking of all such action as may be necessary or
   appropriate in order to protect the Conversion Rights of the
   holders of the Series B Preferred Stock against impairment.

(k)  Certificate as to Adjustments.  Upon the occurrence of
   each adjustment or readjustment of the Conversion Price
   pursuant to this Section 5, the Corporation at its expense
   shall promptly compute such adjustment or readjustment in
   accordance with the terms hereof and furnish to each holder of
   Series B Preferred Stock a certificate setting forth such
   adjustment or readjustment and showing in detail the facts
   upon which such adjustment or readjustment is based.  The
   Corporation shall, upon the written request at any time of any
   holder of Series B Preferred Stock, furnish or cause to be
   furnished to such holder a similar certificate setting forth
   (i) such adjustments and readjustments, (ii) the Conversion
   Price then in effect, and (iii) the number of shares of Common
   Stock and the amount, if any, of other property which then
   would be received upon the conversion of Series B Preferred Stock.

(l)  Notice of Record Date.  In the event:
(i)  that the Corporation declares a dividend (or any other
     distribution) on its Common Stock payable in Common Stock or
     other securities of the Corporation;

(ii) that the Corporation subdivides or combines its
     outstanding shares of Common Stock;
(iii) of any reclassification of the Common Stock of the
     Corporation (other than a subdivision or combination of its
     outstanding shares of Common Stock or a stock dividend or
     stock distribution thereon), or of any consolidation or merger
     of the Corporation into or with another corporation, or of the
     sale of all or substantially all of the assets of the
     Corporation; or
(iv) of the involuntary or voluntary dissolution, liquidation
     or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal
office or at the office of the transfer agent of the Series B
Preferred Stock, and shall cause to be mailed to the holders
of the Series B Preferred Stock at their last addresses as
shown on the records of the Corporation or such transfer
agent, at least ten days prior to the date specified in (A)
below or twenty days before the date specified in (B) below, a
notice stating

(A)  the record date of such dividend, distribution,
     subdivision or combination, or, if a record is not to be
     taken, the date as of which the holders of Common Stock of
     record to be entitled to such dividend, distribution,
     subdivision or combination are to be determined, or

(B)  the date on which such reclassification, consolidation,
     merger, sale, dissolution, liquidation or winding up is
     expected to become effective, and the date as of which it is
     expected that holders of Common Stock of record shall be
     entitled to exchange their shares of Common Stock for
     securities or other property deliverable upon such
     reclassification, consolidation, merger, sale, dissolution or
     winding up.

Section 6.      Mandatory Conversion.

(a)  Upon the closing price per share of the Common Stock as
   reported on the Nasdaq National Stock Market being in excess
   of $44 (subject to appropriate adjustment in the event of any
   stock dividend, stock split, combination or similar
   recapitalization) for a period of thirty consecutive trading
   days (the "Mandatory Conversion Date") provided that all
   accrued dividends on all shares of Series A Preferred Stock
   through the Mandatory Conversion Date have been paid in full
   in cash, or, at the option of the holder, shares of Common
   Stock as determined in accordance with Section 2(a), all
   outstanding shares of Series B Preferred Stock shall
   automatically be converted into shares of Common Stock at the
   then effective conversion rate in the manner provided in
   Subsection 5(a).

(b)  All holders of record of shares of Series B Preferred
   Stock shall be given written notice of the Mandatory
   Conversion Date and the place designated for mandatory
   conversion of all such shares of Series B Preferred Stock
   pursuant to this Section 6.  Such notice shall be sent by
   first class or registered mail, postage prepaid, to each
   record holder of Series B Preferred Stock at such holder's
   address last shown on the records of the transfer agent for
   the Series B Preferred Stock (or the records of the
   Corporation, if it serves as its own transfer agent).  Upon
   receipt of such notice, each holder of shares of Series B
   Preferred Stock shall surrender his or its certificate or
   certificates for all such shares to the Corporation at the
   place designated in such notice, and shall thereafter receive
   certificates for the number of shares of Common Stock plus any
   cash payments (or additional shares of Common Stock in lieu of
   the cash dividend) to which such holder is entitled pursuant
   to this Section 6.  On the Mandatory Conversion Date, all
   rights with respect to the Series B Preferred Stock so
   converted, including the rights, if any, to receive notices
   and vote (other than as a holder of Common Stock) will
   terminate, except only the rights of the holders thereof, upon
   surrender of their certificate or certificates therefor, to
   receive certificates for the number of shares of Common Stock
   into which such Series B Preferred Stock has been converted.
   If so required by the Corporation, certificates surrendered
   for conversion shall be endorsed or accompanied by written
   instrument or instruments of transfer, in form satisfactory to
   the Corporation, duly executed by the registered holder or by
   his or its attorney duly authorized in writing.  As soon as
   practicable after the Mandatory Conversion Date and the
   surrender of the certificate or certificates for Series B
   Preferred Stock, the Corporation shall cause to be issued and
   delivered to such holder, or on his or its written order, a
   certificate or certificates for the number of full shares of
   Common Stock issuable on such conversion in accordance with
   the provisions hereof and cash as provided in Section 6.

(c)  All certificates evidencing shares of Series B Preferred
   Stock which are required to be surrendered for conversion in
   accordance with the provisions hereof shall, from and after
   the Mandatory Conversion Date, be deemed to have been retired
   and cancelled and the shares of Series B Preferred Stock
   represented thereby converted into Common Stock for all
   purposes, notwithstanding the failure of the holder or holders
   thereof to surrender such certificates on or prior to such
   date.  Such converted Series B Preferred Stock shall not be
   reissued, and the Corporation may thereafter take such
   appropriate action (without the need for stockholder action)
   as may be necessary to reduce the authorized number of shares
   of Series B Preferred Stock accordingly.

Section 7.      Mandatory Redemption.

(a)  On February 4, 2005 (the "Redemption Date"), the
   Corporation shall redeem all of the then outstanding shares of
   Series B Preferred Stock by paying $22 per share in cash plus
   all accrued dividends thereon through the Redemption Date in
   cash (or, at the option of the holder, shares of Common Stock
   as determined in accordance with Section 2(a)) for each share
   of Series B Preferred Stock (hereinafter referred to as the
   "Redemption Price"), provided that the holder has provided
   notice of its intention to have its shares redeemed on or
   prior to February 4, 2004 and not subsequently revoked such
   notice on or prior to the fifth business day preceding the
   Redemption Date.

(b)  At least 30 days prior to the Redemption Date, written
   notice shall be mailed, by first class or registered mail,
   postage prepaid, to each holder of record of Series B
   Preferred Stock to be redeemed, at his or its address last
   shown on the records of the transfer agent of the Series B
   Preferred Stock (or the records of the Corporation, if it
   serves as its own transfer agent), notifying such holder of
   such redemption, specifying the Redemption Date) and calling
   upon such holder to surrender to the Corporation, in the
   manner and at the place designated, his or its certificate or
   certificates representing the shares to be redeemed (such
   notice is hereinafter referred to as the "Redemption Notice").
   On or prior to the Redemption Date, each holder of Series B
   Preferred Stock to be redeemed shall surrender his or its
   certificate or certificates representing such shares to the
   Corporation, in the manner and at the place designated in the
   Redemption Notice, and thereupon the Redemption Price of such
   shares shall be payable to the order of the person whose name
   appears on such certificate or certificates as the owner
   thereof and each surrendered certificate shall be issued
   representing the unredeemed shares.  From and after the
   Redemption Date, unless there shall have been a default in
   payment of the Redemption Price, all rights of the
   stockholders of the Series A Preferred Stock designated for
   redemption in the Redemption Notice as holders of Series A
   Preferred Stock of the corporation (except the right to
   receive the Redemption Price without interest (upon surrender
   of their certificate or certificates) shall cease with respect
   to such shares, and such shares shall not thereafter be
   transferred on the books of the Corporation or be deemed to be
   outstanding for any purpose whatsoever.

(c)  On or prior to the Redemption Date, the Corporation shall
   deposit the Redemption Price of all shares of Series B
   Preferred Stock designated for redemption in the Redemption
   Notice and not yet redeemed with a bank or trust company
   having aggregate capital and surplus in excess of $100,000,000
   as a trust fund for the benefit of the respective holders of
   the shares designated for redemption and not yet redeemed,
   with irrevocable instructions and authority to the bank or
   trust company to pay the Redemption Price for such shares to
   their respective holders on or after the Redemption Date upon
   receipt of notification from the Corporation that such holder
   has surrendered his or its share certificate to the
   Corporation.  The balance of any monies deposited by the
   Corporation pursuant to this Subsection 7(c) remaining
   unclaimed at the expiration of one year following the
   Redemption Date shall thereafter be returned to the
   Corporation upon its request expressed in a resolution of its
   Board of Directors.

(d)  The shares of Series B Preferred Stock so redeemed shall
   permanently be retired, shall no longer be deemed outstanding
   and shall not under any circumstances be reissued.  Nothing
   herein contained shall prevent or restrict the purchase by the
   Corporation, from time to time either at public or private
   sale, of the whole or any part of the Series B Preferred Stock
   at such price or prices as the Corporation may determine,
   subject to the provisions of applicable laws.

       IN  WITNESS WHEREOF, these Articles of Amendment are
hereby  executed, effective as of the  4th   day of  February,
2000.



                                   TRIPOS, INC.

                                   By:     John P. McAlister

                                   Title:  President & CEO



Exhibit 4.1
                  INVESTOR'S RIGHTS AGREEMENT


          THIS INVESTOR'S RIGHTS AGREEMENT is made as of
February 4, 2000, by and between Tripos, Inc., a Utah
corporation (the "Company"), and LION Bioscience AG, a German
corporation (the "Investor")".

                           RECITALS

          WHEREAS, the Investor and the Company are party to
the Stock Purchase Agreement dated February 4, 2000 (the
"Purchase Agreement");

          NOW, THEREFORE, in consideration of the promises,
covenants, and conditions set forth herein, the parties hereto
hereby agree as follows:

     1.   DEFINITIONS. For purposes of this Agreement:

      The term "Act" means the Securities Act of 1933, as amended.

      The term "Change of Control" means the consummation of
any single transaction or series of related transactions the
result of which is that the holders of voting securities of
the Company immediately before such transaction or
transactions cease to own or have the right to acquire voting
securities that have 60% of the voting power of all voting
securities of the Company or the surviving entity after the
consummation of such transaction or transactions.

      The term "Closing" means the closing of the sale and
issuance of the Series B Preferred Stock pursuant to the terms
and conditions of the Purchase Agreement.

      The term "Common Stock" means the common stock, par
value $0.01 per share, of the Company.

      The term "Expiration Date" means the later of five (5)
years from the Closing or such time as the Investor together
with any affiliate of the Investor owns or has the right to
acquire less than five percent (5%) of the issued and
outstanding shares of Common Stock.

      The term "Form S-3" means such form under the Act as in
effect on the date hereof or any registration form under the
Act subsequently adopted by the SEC that permits inclusion or
incorporation of substantial information by reference to other
documents filed by the Company with the SEC.

      The term "Holder" means any person owning or having the
right to acquire Registrable Securities or any assignee
thereof in accordance with Section 2.10 hereof.

      The term "1934 Act" shall mean the Securities Exchange
Act of 1934, as amended.

      The term "register," "registered," and "registration"
refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with
the Act, and the declaration or ordering of effectiveness of
such registration statement or document.

      The term "Registrable Securities" means (i) the Common
Stock issuable or issued upon conversion of the Series B
Preferred Stock, (ii) any Common Stock issued in payment of
dividends on the Series B Preferred Stock and (iii) any Common
Stock issued as (or issuable upon the conversion or exercise
of any warrant, right or other security that is issued as) a
dividend or other distribution with respect to, or in exchange
for, or in replacement of the shares referenced in (i) and
(ii) above.

      The term "Series B Preferred Stock" shall mean the
Series B Convertible Preferred Stock issued in accordance with
the Purchase Agreement.

      The term "SEC" shall mean the Securities and Exchange Commission.

     2.   REGISTRATION RIGHTS. The Company covenants and agrees as follows:

       2.1  SHELF REGISTRATION.

          (a)  Within ninety (90) days after the Closing, the Company
shall prepare and file with the SEC a shelf registration
statement on Form S-3 pursuant to Rule 415 under the
Securities Act, covering the resale of the Registrable
Securities. The Company shall use its best efforts to cause
such registration statement to be declared effective pursuant
to Rule 415 by the SEC within one hundred eighty (180) days
after the Closing, and promptly notify the Holders (x) when
such registration statement becomes effective, (y) when any
amendment to such registration statement becomes effective and
(z) of any request by the SEC for any amendment or supplement
to such registration statement or any prospectus relating
thereto or for additional information. A draft of such
registration statement shall be provided to each Holder for
its review and comment at least five (5) days prior to filing
with the SEC.

          (b)  If the Company registers the Registrable Securities on
Form S-3 and subsequently becomes ineligible to use such form,
then the Company will use its best efforts to promptly
register the Registrable Securities on a registration
statement on Form S-1 or other available form and will file
any amendments or supplements to such registration statement
as may be necessary to allow the Holders to meet the
prospectus delivery requirements of the Securities Act in
connection with its sales of Registrable Securities under such
registration statement.

          (c)  The Company will use its best efforts to cause the
registration statement filed pursuant to this Section 2.1 to
remain effective until the Registrable Securities may be sold
pursuant to Rule 144(k) under the Securities Act.



       2.2  COMPANY REGISTRATION.

          (a)  Until the Expiration Date, if (but without any obligation
to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for
stockholders other than the Holders) any of its common stock
(or securities convertible into, exchangeable into, or
exercisable for common stock) under the Act in connection with
the public offering of such securities solely for cash (other
than a registration relating solely to the sale of securities
to or by participants in a Company stock plan, a registration
statement of Form S-4 or any similar form for transaction
issued in a merger or pursuant to a vote of security holders,
a registration on any form that does not include substantially
the same information as would be required to be included in a
registration statement covering the sale of the Registrable
Securities or a registration in which the only Common Stock
being registered is Common Stock issuable upon conversion of
debt securities that are also being registered), the Company
shall, at such time, promptly give each Holder written notice
of such registration. Upon the written request of each Holder
given within twenty (20) days after mailing of such notice by
the Company in accordance with Section 4.5, the Company shall,
subject to the provisions of Section 2.7, cause to be
registered under the Act all of the Registrable Securities
that each such Holder has requested to be registered.

          (b)  The Company will use its best efforts to cause such
registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration
statement effective for a period of up to one hundred twenty
(120) days or until the distribution contemplated in the
Registration Statement has been completed.

       2.3  OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably
possible:

          (a)  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus
used in connection with such registration statement as may be
necessary to comply with the provisions of the Act with
respect to the disposition of all securities covered by such
registration statement.

          (b)  Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity
with the requirements of the Act, and such other documents as
they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.

          (c)  Use its best efforts to register and qualify the
securities covered by such registration statement under such
other securities or blue sky laws of such jurisdictions as
shall be reasonably requested by the Holders; provided that
the Company shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or
jurisdictions.

          (d)  In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing
underwriter of such offering. Each Holder participating in
such underwriting shall also enter into and perform its
obligations under such an agreement.

          (e)  Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Act of
the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the
light of the circumstances then existing.

          (f)  Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which
similar securities issued by the Company are then listed.

       2.4  FURNISH INFORMATION.  It shall be a condition precedent
to the obligations of the Company to take any action pursuant
to this Section 2 with respect to the Registrable Securities
of any selling Holder that such Holder shall furnish to the
Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition
of such securities as shall be required to effect the
registration of such Holder's Registrable Securities.

       2.5  EXPENSES OF SHELF REGISTRATION. All expenses other than
underwriting discounts and commissions incurred in connection
with registrations, filings or qualifications pursuant to
Section 2.1, including (without limitation) all registration,
filing and qualification fees, printers' and accounting fees,
fees and disbursements of counsel for the Company and the
reasonable fees and disbursements of one counsel for the
selling Holders shall be borne by the Company.

       2.6  EXPENSES OF COMPANY REGISTRATION. The Company shall bear
and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable
Securities with respect to the registrations pursuant to
Section 2.2 for each Holder, including (without limitation)
all registration, filing, and qualification fees, printer's
and accounting fees relating or apportionable thereto and the
fees and disbursements of one counsel for the selling Holders
selected by them, but excluding underwriting discounts and
commissions relating to Registrable Securities.

       2.7  SUSPENSION OF REGISTRATION. Notwithstanding anything in
this Agreement to the contrary, if after any registration
statement to which the rights hereunder apply becomes
effective (and prior to completion of any sales thereunder),
the Board of Directors determines in good faith that the
failure of the Company to (i) suspend sales of stock under the
registration statement or (ii) amend or supplement the
registration statement, would have a material adverse effect
on the Company, the Company shall so notify each Holder
participating in such registration and each Holder shall
suspend any further sales under such registration statement
until the Company advises the Holder that the registration
statement has been amended or that conditions no longer exist
which would require such suspension, provided that the Company
may impose any such suspension for no more than thirty (30)
days and no more than two (2) times during any twelve month
period.

       2.8  UNDERWRITING REQUIREMENTS In connection with any offering
involving an underwriting of shares of the Company's capital
stock, the Company shall not be required under Section 2.2 to
include any of the Holders' securities in such underwriting
unless they accept the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it
(or by other persons entitled to select the underwriters), and
then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the
offering by the Company. If the total amount of securities,
including Registrable Securities, requested by stockholders to
be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine
in their sole discretion is compatible with the success of the
offering, then the Company shall be required to include in the
offering only that number of such securities, including
Registrable Securities, that the underwriters determine in
their sole discretion will not jeopardize the success of the
offering (the securities so included to be apportioned pro
rata among the selling stockholders according to the total
amount of securities entitled to be included therein owned by
each selling stockholder or in such other proportions as shall
mutually be agreed to by such selling stockholders).

       2.9  INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under this Section 2:

          (a)  To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, any underwriter (as
defined in the Act) for such Holder, and each person, if any,
who controls such Holder or underwriter within the meaning of
the Act or the 1934 Act, against any losses, claims, damages,
or liabilities (joint or several) to which they may become
subject under the Act, the 1934 Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon
any of the following statements, omissions or violations
(collectively, a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the
Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the Act, the 1934 Act or any
state securities law; and the Company will pay to each such
Holder, underwriter or controlling person, as incurred, any
legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
the indemnity agreement contained in this subsection 2.8(a)
shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is
effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is
based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for
use in connection with such registration by any such Holder,
underwriter or controlling person.

          (b)  To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the
registration statement, each person, if any, who controls the
Company within the meaning of the Act, any underwriter, any
other Holder selling securities in such registration statement
and any controlling person of any such underwriter or other
Holder, against any losses, claims, damages or liabilities
(joint or several) to which any of the foregoing persons may
become subject under the Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by
such Holder expressly for use in connection with such
registration; and each such Holder will pay, as incurred, any
legal or other expenses reasonably incurred by any person
intended to be indemnified pursuant to this subsection 2.8(b)
in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
the indemnity agreement contained in this subsection 2.8(b)
shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent
shall not be unreasonably withheld; provided that, in no event
shall any indemnity under this subsection 2.8(b) exceed the
gross proceeds from the offering received by such Holder.

          (c)  Promptly after receipt by an indemnified party under this
Section 2.8 of notice of the commencement of any action
(including any governmental action), such indemnified party
will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 2.8, deliver to the
indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties
that may be represented without conflict by one counsel) shall
have the right to retain one separate counsel, with the fees
and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due
to actual or potential differing interests between such
indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of
the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve such indemnifying
party of any liability to the indemnified party under this
Section 2.8, but the omission so to deliver written notice to
the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under
this Section 2.8.

          (d)  If the indemnification provided for in this Section 2.8
is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability,
claim, damage or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such loss,
liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the
other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or
by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission.

          (e)  Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in
the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting
agreement shall control.

          (f)  The obligations of the Company and Holders under this
Section 2.8 shall survive the completion of any offering of
Registrable Securities in a registration statement under this
Section 2, and otherwise.

       2.10 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a
view to making available to the Holders the benefits of Rule
144 promulgated under the Act and any other rule or regulation
of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration
or pursuant to a registration on Form S-3, the Company agrees
to:

          (a)  make and keep public information available, as those
terms are understood and defined in SEC Rule 144, at all times
after the effective date of the first registration statement
filed by the Company for the offering of its securities to the
general public;

          (b)  file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the
1934 Act; and

          (c)  furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the
reporting requirements of SEC Rule 144 (at any time after
ninety (90) days after the effective date of the first
registration statement filed by the Company), the Act and the
1934 Act (at any time after it has become subject to such
reporting requirements), or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3, (ii) a
copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of
the SEC that permits the selling of any such securities
without registration or pursuant to such form.

       2.11 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities pursuant to
this Section 2 may be assigned (but only with all related
obligations) by a Holder to a transferee or assignee of such
securities provided: (a) the Company is, within a reasonable
time after such transfer, furnished with written notice of the
name and address of such transferee or assignee and the
securities with respect to which such registration rights are
being assigned, and (b) such assignment shall be effective
only if immediately following such transfer the further
disposition of such securities by the transferee or assignee
is restricted under the Act.

     3.   COVENANTS OF THE COMPANY.

       3.1  DELIVERY OF FINANCIAL STATEMENTS. Until the Expiration
Date, the Company shall deliver to the Investor:

          (a)  as soon as practicable, but in any event within ninety
(90) days after the end of each fiscal year of the Company, an
income statement for such fiscal year, a balance sheet of the
Company and statement of stockholder's equity as of the end of
such year, and a statement of cash flows for such year, such
year-end financial reports to be in reasonable detail,
prepared in accordance with generally accepted accounting
principles ("GAAP"), and audited and certified by independent
public accountants of nationally recognized standing selected
by the Company;

          (b)  as soon as practicable, but in any event within forty-
five (45) days after the end of each of the first three (3)
quarters of each fiscal year of the Company, an unaudited
income statement, statement of cash flows for such fiscal
quarter and an unaudited balance sheet and a statement of
stockholder's equity as of the end of such fiscal quarter;

          (c)  within thirty (30) days of the end of each month, an
unaudited income statement and statement of cash flows and
balance sheet for and as of the end of such month, in
reasonable detail;

          (d)  as soon as practicable and available to the Board of
Directors of the Company, but in any event within ninety (90)
days of the end of each fiscal year, a budget for the next
fiscal year; and

          (e)  with respect to the financial statements called for in
subsections (b) and (c) of this Section 3.1, an instrument
executed by the Chief Financial Officer or President of the
Company certifying that such financials were prepared in
accordance with GAAP consistently applied with prior practice
for earlier periods (with the exception of footnotes that may
be required by GAAP) and fairly present the financial
condition of the Company and its results of operation for the
period specified, subject to year-end audit adjustment and
customary year-end accruals.

       3.2  INSPECTION. Until the Expiration Date, the Company shall
permit the Investor, at the Investor's expense, to visit and
inspect the Company's properties, to examine its books of
account and records and to discuss the Company's affairs,
finances and accounts with its officers, all at such
reasonable times as may be requested by the Investor;
provided, however, that the Company shall not be obligated
pursuant to this Section 3.2 to provide access to any
information that it reasonably considers to be a trade secret
or similar confidential information.

       3.3  PREEMPTIVE RIGHT.  Until the Expiration Date and subject
to the terms and conditions specified in this paragraph 3.3.,
the Company grants to the Investor a preemptive right to
purchase a portion of any offering of Common Stock, or any
other security convertible into or exchangeable for Common
Stock, such that the Investor's percentage ownership interest
in the Company (assuming full conversion of all convertible
securities and full exercise of all options and warrants)
would remain unchanged.  Prior to the closing of any offering
giving rise to rights under this paragraph 3.3., the Company
shall give the Investor ten (10) business days' notice of any
proposed financing, stating the transaction price, the closing
date and all other material terms of the proposed transaction.
Investor shall have the right to participate at closing, as
described above, to the extent necessary to maintain its
ownership interest.  Investor shall providing at least two (2)
business days' notice prior to the closing date of its intent
to participate at closing and shall deliver the purchase price
to the Company or its designee at least one (1) business day
prior to such closing.  Failure to strictly comply with the
provisions of this paragraph shall render Investor's rights
with respect to a particular transaction null and void.  In no
event shall these preemptive rights apply to transactions
where the consideration consists in whole or in part of
anything other than cash, nor shall these rights apply to the
exercise of stock options or stock warrants authorized by the
Board.

       3.4  BOARD REPRESENTATION.  Until the Expiration Date, the
Investor will be entitled to designate one (1) member of the
Company's Board of Directors, which right shall apply only to
the extent that there is not then in effect a similar
provision in the Company's Articles of Incorporation creating
the Series B Preferred Stock.

       3.5  SALE OF ASSETS.  Until the Expiration Date, unless and
until the Investor has given its approval, the Company shall
not:

          (a)  sell, transfer or otherwise dispose of all or
substantially all of the assets of the Company in any single
transaction or series of related transaction; provided,
however, that no such approval of the Holders if the Board of
Directors of the Company determines in good faith that the
consideration to be received by the Company is equivalent to
at least US $ 60 per share(as adjusted for subsequent stock
splits, recombinations or reclassifications); or

          (b)  enter into any single transaction or series of related
transactions which would result in a Change of Control of the
Company; provided, however, that no such approval of the
Holders shall be required if the transaction results in the
sale of the Company's Common Stock for an amount per share
exceeding US $ 60 (as adjusted for subsequent stock splits,
recombinations or reclassifications).

       3.6  SUPERMAJORITY VOTING REQUIREMENTS.  Until the Expiration
Date, the Board of Directors shall consist of at least seven
(7) and no more than nine (9) members and the affirmative vote
of at least two-thirds of the members of the Board of
Directors shall be required for the Company to take or commit
to take any of the actions described below (whether in a
single transaction or series of related transactions):

          (a)  to issue any equity security of the Company senior to the
Series B Preferred Stock;

          (b)  to purchase, redeem or otherwise acquire or retire for
value (including, without limitation, in connection with any
merger or consolidation involving the Company) any equity
security of the Company that is junior to the Series B
Preferred Stock;

          (c)  to declare or pay any dividend or make any other payment
or distribution on account of the Company's equity interests
that are junior to the Series B Preferred Stock (including,
without limitation, in connection with any merger or
consolidation involving the Company) (other than  dividends
payable in stock of the same or of a junior class); or

          (d)  to issue any shares of preferred stock that are not
junior to the Series B Preferred Stock in dividend and
liquidation rights.

     4.   MISCELLANEOUS.

       4.1  SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees
of any shares of Registrable Securities). Nothing in this
Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

       4.2  GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied
to agreements among Delaware residents entered into and to be
performed entirely within Delaware.

       4.3  COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.

       4.4  TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

       4.5  NOTICES.  Unless otherwise provided, any notice required
or permitted under this Agreement shall be given in writing
and shall be deemed effectively given (i) upon personal
delivery to the party to be notified, (ii) upon delivery by
nationally recognized overnight courier service addressed to
the party to be notified at the address indicated for such
party on the signature page hereof or (iii) upon delivery by
facsimile transmission to the party to be notified at the
facsimile number indicated for such party on the signature
page hereof, or at such other address or facsimile number as
such party may designate by ten (10) days' advance written
notice to the other parties.

       4.6  EXPENSES. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.

       4.7  AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written
consent of the Company and the holders of a majority of the
Registrable Securities then outstanding; provided, however,
that in the event such amendment or waiver adversely affects
the rights and/or obligations of the holders of Series B
Preferred Stock under this Agreement in a different manner
than the other Holders, such amendment or waiver shall also
require the written consent of the holders of a majority of
the shares of Series B Preferred Stock (or shares of Common
Stock issued upon conversion thereof) then outstanding
(calculated on an as-converted basis). Any amendment or waiver
effected in accordance with this paragraph shall be binding
upon each holder of any Registrable Securities then
outstanding, each future holder of all such Registrable
Securities, and the Company.

       4.8  SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such
provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in
accordance with its terms.

       4.9  ENTIRE AGREEMENT. This Agreement (including the Exhibits
hereto, if any) constitutes the full and entire understanding
and agreement between the parties with regard to the subjects
hereof and thereof.

                     *    *    *    *    *
                   (Signature pages follow)


                  INVESTOR'S RIGHTS AGREEMENT

                  Counterpart Signature Page

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.

     TRIPOS, INC.
     1699 South Hanley Road
     St. Louis, Missouri 63144


     By:  /s/ John P. McAlister
     Name:  John P. McAlister
     Title:  President & CEO




                  INVESTOR'S RIGHTS AGREEMENT

                  Counterpart Signature Page

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.

     LION BIOSCIENCE AG
     Im Neuenheimer Feld 515-517
     69120 Heidelberg
     Germany


     By:  /s/ Friedrich von Bohlen und Halbach
     Name:  Friedrich von Bohlen und Halbach
     Title:    CEO






Exhibit 10.16


** Indicates confidential material has been omitted pursuant
to Rule 406 under the Securities Act of 1933. as amended.


                         AGREEMENT ON
                      COLLABORATION TERMS



                            between






                      LION Bioscience AG,
                 Im Neuenheimer Feld 515-517,
                  D-69120 Heidelberg, Germany
               represented by its managing board

                  -called "LION" hereinafter-



                              and




                          Tripos Inc.
                   St. Louis, MO 63144, USA
represented by its CEO John McAlister and its VP Mary Woodward



                 -called "Tripos" hereinafter-

          -collectively called "Parties" hereinafter-







                       Table of Contents


     Preamble


       1  Definitions
       2  Scope of the Agreement
       3  Confidentiality
       4  Fee Allocation
       5  Acquisition Fee
       6  Managing Party`s Responsibilities
       7  Intellectual Property
       8  Warranty
       9  Liability
       10 Term and Termination
       11 Governing Law and Place of Jurisdiction and Arbitration
       12 Tripos Affiliates
       13 Miscellaneous




                           Preamble

WHEREAS   the   Parties  have  engaged  in  various   business
discussions and activities since the year 1997 and

WHEREAS  the  Parties  have  since  then  entered  contractual
relationships   including   but   not   limited   to   general
collaboration    principles   in    the    "Genomics/Chemistry
Informatics  Collaboration Agreement" of July  14th  1998  and
"LION/Tripos  further specification of [intentionaly  omitted]
and future collaboration terms" of August 26th 1999 and

WHEREAS  the Parties have jointly entered a certain consulting
project with a major European pharmaceutical organization and

WHEREAS the Parties desire to form an even closer relationship
by  jointly approaching other potential customers and offering
combined services to such customers,

NOW  THEREFOR  and for other good and valueable considerations
the Parties have agreed to the following:


                         1 Definitions

The following terms listed on the left have the exclusive
meaning as defined on the right, if not otherwise stated in
this Agreement:

a) Acquisition Fee            The fee set forth in  5.

b)  Affiliate                 A corporation or other entity
                              which controls, is controlled
                              by , or is under common
                              control with a party. A
                              corporation or other entity
                              shall be deemed to control
                              another corporation or entity
                              if it owns, directly or
                              indirectly, more than fifty
                              percent (50%) of the voting
                              shares or other interest, or
                              has the power to elect more
                              than half the directors, of
                              such other corporation or entity.

c)  Agreement                 This agreement including
                              attachments and formal
                              changes and additions to this
                              agreement and attachments.

d) Collaboration              The cooperation of LION and
                              Tripos in the field as
                              specified in 2.

e) Confidential Information   Such information as defined
                              in  3.

f)  LION                      The LION bioscience AG, 69123
                              Heidelberg, Germany and Affiliates.

g) LION`s expertise           This includes but is not
                              limited to bioinformatics and
                              text analysis.

h)  Management Fee            The fee set forth in  6.

i) Managing Party             The Party to whom the
                              Management Fee is allocated.

j) Project                    Any joint customer projects
                              of the Parties that was the
                              result of an acquisition as
                              set forth in  5.

k) Third Party                Any party being neither LION
                              nor Tripos.

l) Tripos                     The Tripos Inc., St. Louis,
                              MO 63144, USA and Affiliates.

m) Tripos` expertise          This includes but is not
                              limited to cheminformatics,
                              modelling and data analysis



                    2 Scope of the Agreement

(1)   This  Agreement merges all prior agreements between  the
  Parties relating to the subject-matter thereof. This Agreement
  explicitly  merges  and  supersedes the  "Genomics/Chemistry
  Informatics Collaboration Agreement" of  July 14th 1998  and
  "LION/Tripos further specification of [intentionaly omitted]
  and future collaboration terms" of August 26th 1999.

(2)   On the terms and subject to the conditions contained  in
  this  Agreement,  the  Parties will apply  their  respective
  skills,   know-how,  resources  and  technologies   in   the
  development and marketing of products, training and services
  for the specific Project.  Each party will conduct its related
  activities under this Agreement so as to provide  a  primary
  competitive advantage to the other party in the other party's
  respective area of expertise (as defined in  1).

(3)   The  Parties agree to cooperate in the following  field:
  LION  uses  Tripos  as primary partner for  enterprise-scale
  discovery data managemant and data sharing in the  field  of
  cheminformatics.  Tripos uses LION as  primary  partner  for
  enterprise-scale discovery data managemant and data sharing in
  the  field of bioinformatics. To best ensure full  and  open
  collaboration  as  described herein  while  protecting  each
  party's  Confidential Information, as well as to  avoid  any
  conflicts  of  interest, the Parties agree  that  they  will
  collaborate as set forth herein on a primary basis as follows:

     (a)  except  as  either  party may be  otherwise  allowed
     hereunder for reasons due to the failure or inability  of
     the  other  to act or execute agreed-to plans  hereunder,
     neither party shall directly or indirectly enter into  or
     effect  a similar relationship with a Third Party  for  a
     Collaboration. In case a customer states in writing  that
     either  of the Parties is not acceptable to the  customer
     (as  determined  at the customer`s free discretion),  the
     respective  other party shall be free of  the  obligation
     set forth in this  2 (3);

     (b)  the Parties shall coordinate their related marketing
     and   sales   efforts,  including  provision  for   joint
     representation at customer presentations and  sharing  of
     mutually agreed-to marketing activities;

     (c) nothing herein shall preclude a party from making its
     proprietary   software   or  other   products   generally
     available  to the public upon any commercial  release  of
     such  or  from  promoting  or  licensing  its  respective
     individual informatics product components;

     (d)  to  promote collaboration, each party shall  execute
     proper  care,  including technical team coordination,  to
     best   safeguard   of  the  other  party's   Confidential
     Information as it may receive hereunder.

(4)  It  is  anticipated that more than  one  Project  may  be
 defined  and pursued under this Agreement.  Each such Project
 shall  have a written Project plan describing the nature  and
 purpose of the Project.  It is intended that such plans  will
 be  developed at the beginning of each Project and updated at
 regular  time periods as mutually specified to be appropriate
 for  the  individual Project(s).  Each plan  is  intended  to
 include   a  statement  of  the  Project's  overall   vision;
 targeted customer solution(s); Project definition(s);  goals;
 a  business  plan  including  anticipated  Project  ownership
 issues  and  including intended technology transfer,  revenue
 and  cost-sharing  rules, and expected  resource  allocation;
 timelines  and  issues for related technical,  marketing  and
 sales  execution;  an  overall  Project  timeline  (including
 deliverables   and   responsibilities);   and   any   special
 considerations  such  as  customer  issues  and  Third  Party
 interaction  effects.   Project  plans  will  require  mutual
 written  approval by each party's designated  project  chair.
 Each  party  shall  in  its  sole  discretion  designate  its
 project-chair for each Project related hereto.

(5)  Each  party  acknowledges  that  this  Agreement  is  not
 intended  to cover all product and technology areas in  which
 one  or both Parties may have expertise, and that there shall
 remain  areas where the Parties may not cooperate and  remain
 completely separate.

(6)  Each  party agrees that any Project reports generated  as
 preliminary  steps or as part of a customer collaboration  to
 a  broader collaboration with any customer shall not be  used
 with  any  Third Party or solely by one party  in  subsequent
 phases  of  the interaction with such customer in any  manner
 that   does   not   take  into  account  the  other   party`s
 contribution and skill set in such Project reports.

(7)  The  Parties agree that for any individual customer  they
 shall  within a reasonable period of time reach an  agreement
 on  how  to  approach such customer, this agreement including
 at  least a reasonable estimate of the deal value (as defined
 in   5)  and the allocations of the Acquisition Fee  and  the
 Management Fee. After such an agreement  9 (3) applies.


                       3 Confidentiality

(1)    "Confidential   Information"  consists   of   (i)   any
  information designated by either party as confidential;  (ii)
  product source code; and (iii) any information relating to a
  party's product plans, product designs, product costs, product
  prices,  product names, finances, marketing plans,  business
  opportunities, personnel, research, development or know-how.
  Each party agrees not to use the Confidential Information of
  the  other party for any purpose not reasonably required  by
  this Agreement.  Each party agrees that it will not disclose
  the other party's Confidential Information to any Third Party
  and  will  treat the Confidential Information with the  same
  degree of care, but no less than reasonable care, as it uses
  to   protect  its  own  Confidential  Information  of   like
  importance.   Access  to Confidential  Information  will  be
  restricted  to employees with a need to know  and  who  have
  executed a written confidentiality agreement protecting Third
  Party information.  The obligations of this  3 shall survive
  any  termination of this Agreement for a period of five  (5)
  years.


(2)   The  obligations of confidentiality shall not  apply  to
  Confidential Information which a party can clearly establish
  (a) was in the possession of, or was known by it without  an
  obligation  to  maintain its confidentiality  prior  to  its
  receipt  from  the other party and not in violation  of  any
  confidentiality obligation;  (b) is or becomes generally known
  to  the  public without violation of this Agreement  without
  violation  of  this  Agreement or any other  confidentiality
  obligation;  (c) is obtained from a Third Party  having  the
  right to disclose it without an obligation of confidentiality;
  or  (d) was independently developed without participation of
  individuals   who  have  had  access  to  the   Confidential
  Information.    In  addition,  either  party  may   disclose
  Confidential  Information  to  the  extent  required  to  be
  disclosed by a government agency or a court of law, provided
  that such party gives the other party written notice of  the
  proposed disclosure with sufficient time to seek relief  and
  that  such  disclosure, if made, is made  in  a  fashion  to
  maximize the protection of the Confidential Information from
  further disclosure.


                        4 Fee Allocation

(1)  The party acquiring a customer for a common project shall
  receive an Acquisition Fee for that acquisition. The details
  of such acquisition are set forth under  5.

(2)  The party managing the relationship with a customer for a
  Project shall receive a Management Fee for that service. The
  Managing Party shall be the party acquiring the customer, if
  not  agreed  upon by the Parties otherwise in  writing.  The
  Management Fee shall be a lump sum of six percent (6%) of the
  deal value. Deal value in this context shall have the meaning
  as set forth in  5. The obligations of the Managing Party are
  set out in  6.

(3)  After deduction of the Acquisition Fee and the Management
  Fee,  the  remaining deal value (as defined in  5) shall  be
  distributed to the Parties according to their respective total
  percentage contribution to the Project as indicated  by  the
  allocated  personnel and to be proven by each party  through
  documentation of such allocation provided however  that  the
  Parties shall ensure in their negotiations between the Parties
  and in relation to the customer that the remaining deal value
  shall   remain   acceptable  for  the  respective   business
  requirements.   It  is  agreed that  this  acceptability  is
  generally reflected in the Parties` standard fully loaded rate
  for a full-time-equivalent.

(4)  License fees for proprietary software and related support
  provided   solely  by  one  party  as  part  of  a  separate
  collaboration shall not be subject to any fee allocation  as
  specified herein.

(5)    Travel  and  out-of-pocket  expenses  shall  be  billed
  separately  to the customer by the respective  party  or  as
  otherwise   mutually  agreed  in  writing  for  a   specific
  collaboration.

(6)   In  the  event  that  a party who  is  not  earning  the
  Acquisition and/or Managing Fee for a specific collaboration
  executes   material  tasks  that  should  be   the   other's
  responsibility,  the executing party may charge, and be  due
  within ten (10) days after receipt of payment by the customer
  to the other party its direct costs for its contribution plus
  a reasonable profit of ** percent (**%).  Such billing may be
  at the time the first collaboration payment is due but shall
  reasonably  be  allocated to parallel the  customer  payment
  timelines.


                       5 Acquisition Fee

     (1)  The  Acquisition  Fee for acquiring  a  customer  as
     defined in  5 (2) shall be as follows:

     (a) for deal-values of less than $US**   --   **%;
     (b) for deal-values of more than $US** less than $**  --  **%;
     (c) for deal-values of $US**  --  or  greater **%.

(2) Acquiring a customer cumulatively means: entering
 negotiations with the customer, including taking the lead
 role in definition of the business scope, development of the
 budget, and execution of the Project plan for presentation
 to the customer; generating a validated interest as partly
 demonstrated by winning award of the bid or acceptance of
 the proposal by the customer; generating and successfully
 negotiating a Project agreement to which Tripos and LION are
 both parties (directly or as a subcontractor to the other
 party) in that said agreement and which agreement reflects
 elements of the validated interest as evidenced by each
 party's necessary application of personnel resources to
 execute specific Project components based on the party's
 respective skill set.  Neither party shall commit the other
 to terms not authorized by the represented party. The
 Parties agree that one or both may have simultaneous
 independent non-joint projects or product activity on-going
 for a customer designated hereunder and that such
 independent projects are not subject to this Agreement.

(3)  In  case one party contacts a customer and brings in  the
 other  party  at this customer and an agreement only  between
 the  customer  and  the other party is  agreed  upon  between
 them, the one party shall be entitled to a commission-fee  of
 **%  of  the  deal  value (as defined in  5 (4)  between  the
 other  two  parties  (the  above  does  not  include  a  sub-
 contractor-role as set forth in  5 (2)).

(4)  Deal  value means: all payments under paragraphs   5  (2)
 and   (3)  one  party  receives  for  new  products  created,
 services and other duties performed to the customers under  a
 Project   or  in  case  of   5  (3),  excluding  any   equity
 payments.  For  the avoidance of doubt it is  agreed  that  a
 follow-up  deal  shall also generate an Acquisition  Fee,  if
 the  above is met (e.g. customer X acquired by party Y awards
 an  evaluation project worth 100.000 (A) to the  Parties  and
 in   a   second  step  awards  the  follow-up  project  worth
 5.000.000 (B) to the Parties, then party Y is entitled to  **
 for (A) and ** for (B).

(5)  The  party acquiring the customer will be the  party  the
 customer  contacts  on primary business matters  relating  to
 the  Project. The party acquiring the customer shall  without
 delay  forward  all communication with the  customer  to  the
 other  party.  A list of customers acquired by  each  of  the
 Parties is attached to this Agreement as Attachment A  (LION)
 and Attachment B (Tripos).


              6 Managing Party`s Responsibilities

     The   Managing  Partner  shall  be  responsible  for  the
     following activities:

     (a)  billing and collection of the all payments under the
    Project,  with subsequent forwarding  to the  non-managing
    partner   within fifteen (15) business days of receipt  of
    any   customer  payment  of  any  respective  non-managing
    partner amount(s) along with a copy of the detailed  total
    billing to the customer;

    (b)  first-line  contact support and resolution   for  all
    customer  issues related to the overall collaboration  and
    any  shared  interface  created  under  the  collaboration
    development  that are neither clearly Tripos'  nor  LION's
    expertise,  provided  however that the  Managing   Partner
    shall   not  be  responsible  for  questions  specifically
    related   to   the   operation  of  the  other   partner's
    proprietary  software  and  provided  however   that   the
    Managing   Partner shall keep the other party informed  on
    a  bi-weekly  basis of all customer issues  and  questions
    related to the collaboration;

     (c) coordination and planning of  regular meetings of the
    Parties with customer representatives;

     (d)  regular  monitoring and profiling  for  the  Party's
    shared  evaluation  of Project progress  and  satisfaction
    by   relevant  customer   employees,  representatives,  or
    departments who may not be part of  the scheduled  meeting
    with  LION  and  Tripos or in the circle  of   the  direct
    interaction  but  who  have the potential  to  affect  the
    Project's  progress and success;

    (e)  coordination  of any related Third  Party  activities
    (e.g.  suppliers) consistent with the Parties' joint aims.
    All  such Third Parties shall be mutually-agreed  upon  in
    writing prior to any initial contact by either partner;

     (f) coordination and first-level financial responsibility
    in  any   intellectual property application  opportunities
    that  may  arise  under a Project and  which  the  Parties
    mutually agree to pursue in writing provided however  that
    the  non-managing  partner shall  reimburse  the  Managing
    Partner for its designated share of costs related  to  any
    such  mutually  agreed-to  activity  upon  any  subsequent
    receipt  of a proper invoice for related amounts  paid  by
    the  Managing Partner.  The Managing Partner shall provide
    the  non-managing  partner with copies of  all  documents,
    filings,  and  bills  associated with  joint  intellectual
    property  matters  and shall not submit  any  document  or
    filing  in  the  other's name without  the  other's  prior
    review and approval;

     (g)  responsibility for sole or primary liability to  the
    customer,  to  the  maximum extent that   applicable  laws
    allow  except  for  the other party's negligence,  willful
    misconduct,   or   sole  infringement   of   Third   Party
    intellectual  property rights. The Managing Partner  shall
    NOT  be  liable towards the customer concerning  the  non-
    managing   partner`s   software  and   any   infringements
    generated  through that. For the avoidance of  doubt  this
    does not affect the liability issues between the Parties;

     (h)  monitoring  of  issues or changes  that  may  impact
    Project  payments  or  allocations, or  increment  Project
    expenses  through  best  efforts with  existing  financial
    staff,  with  prompt  written notification  to  the  other
    party;

     (i)  ensuring  that proper assignment of any intellectual
    property  to the respective Party(ies) hereto is  made  by
    the customer and/or the Managing Partner as appropriate.

                    7 Intellectual Property

(1) For any individual Project the Parties shall negotiate the
 terms  of and the questions relating to Intellectual Property
 in  a separate agreement which shall become an attachment  to
 this  Agreement. If the Parties are unable to agree on  terms
 for such individual Projects the following shall apply:

    (a)   All  know-how,  data,  documents,  technology,   and
    inventions  (whether  or  not  patentable)  possessed   by
    either  party  prior to this Agreement  shall  remain  the
    exclusive property of the respective owning party.

     (b)  The  Parties agree that their intent  is  to  create
     maximum  intellectual property leverage from the Projects
     anticipated  and  the party designated as  acquiring  the
     customer  shall make best good faith attempts  to  ensure
     such  result in its negotiation with the customer.  At  a
     minimum,  the  Parties  agree that  their  intent  is  to
     negotiate  with  any customer under a  Project  that  all
     rights,  title and interest to any software  developments
     and  any  associated  algorithms, scientific  or  process
     methodologies, research data models except  as  embodying
     or derived from a customer's proprietary and confidential
     information  shall  be assigned to  LION  and/or  Tripos.
     Neither party shall enter into a customer contract  under
     this  Agreement,  thereby binding the other  party,  that
     does  not  meet  the minimum intention set  forth  herein
     without the prior written consent of the other party.

     (c)  Inventions  and  inventorship  shall  be  determined
    according to the applicable laws.

     (d) The Parties hereby represent that each has previously
     existing consulting methodology know-how as they enter
     this Agreement.

     (e)  For inventions, software code or the like where both
    parties  have contributed, each party owns such invention/
    or   copyrightable  work  in  proportion  to  the  party`s
    respective total percentage contribution to the  invention
    as reasonably determined by the Parties.

(2)  Neither  party shall use any trademark, service  mark  or
 logo  of  the  other party without such other  party`s  prior
 written approval.


                           8 Warranty

(1)   Each party represents and warrants that the products and
  technology  which  will  be  the  subject  of  the  Projects
  contemplated hereunder do not, to the best of its knowledge,
  infringe any intellectual property rights of any Third Party,
  and  agrees  promptly to inform the other of  any  potential
  infringement  issues  that  may arise.   Each  party  hereby
  represents and warrants that it has the unrestricted right to
  enter  into and perform this Agreement. Each party shall  be
  solely responsible and liable for their respective proprietary
  products and technologies.

(2)   EXCEPT  AS SPECIFIED IN THIS AGREEMENT, ALL  EXPRESS  OR
  IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
  WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
  OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.

                          9 Liability

(1)   IN  NO  EVENT  SHALL  EITHER PARTY  BE  LIABLE  FOR  ANY
  INDIRECT,  PUNITIVE,  SPECIAL, INCIDENTAL  OR  CONSEQUENTIAL
  DAMAGE  IN  CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
  (INCLUDING  LOSS  OF PROFITS, USE, DATA  OR  OTHER  ECONOMIC
  ADVANTAGE), HOWEVER IT ARISES, EXCEPT FOR BREACH OF ANY OF THE
  MATERIAL  PROVISIONS OF THIS AGREEMENT,  INCLUDING  BUT  NOT
  LIMITED  TO  BREACH  OF WARRANTY, OR IN  TORT,OR  BREACH  OF
  CONTRACT, OR WILLFULL MISCONDUCT OR GROSS NEGLIGENCE.

(2)   Independently of the legal basis each party`s  liability
  shall be limited to the damages such party was able to foresee
  at the time of closing of this Agreement AND in no event shall
  the  overall liability exceed the amount of two hundret  and
  fifty thousand USD ($US 250.000,--).

(3)   For  the  avoidance of doubt: after a written  agreement
  between the Parties on how to approach any individual customer
  (as set forth in 2 (7)), a party breaching such an agreement
  or otherwise culpable for a loss of the other party shall be
  fully  liable in respect to that individual Project  to  the
  other party if not agreed upon differently between the Parties
  in writing.

(4)   A  party  is  not  liable  for non-performance  of  this
  Agreement to the extent that the non-performance is caused by
  events  or  conditions beyond that party's  or  its  Board's
  control  and  the party gives prompt notice  and  makes  all
  reasonable efforts to perform.

                    10 Term and Termination

(1)   This Agreement becomes effective upon full execution  by
  the  Parties  and remains in full force and  effect  for  an
  unlimited period of time unless terminated in accordance with
  the provisions hereof.

(2)   The Parties may terminate this Agreement at any time  by
  mutual written consent or by unilateral written notice with a
  period of notice of at least three (3) months prior to the end
  of  any  calendar  year.  Any payment  obligations  for  Fee
  Allocation (as set forth under 4) shall remain unaffected.

(3)  Either party may terminate this Agreement:

           a)   upon written notice to the other party if  the
     other  party  fails  to perform or  observe  any  of  its
     material  obligations  under  this  Agreement,  and  such
     failure  cannot  be  remedied or, if remediable,  is  not
     cured within sixty (60) days after written notice thereof
     from the terminating party;

           b)  by a non-merging or -acquired  party hereto  in
     the  event that the substantially all of the business  or
     assets  of the other are acquired by, or merged  with,  a
     Third Party;  or

          c)  by a party hereto in the event that the decision-
     making  process of the other is materially impeded  by  a
     mandate  or  mandates from its board such that  effective
     execution  and  necessary evolution of the  collaboration
     hereunder is made unbearable.

(4)  Upon  termination  of this Agreement,  each  party  shall
 return  all technical, marketing and other materials received
 from  the other party provided however that  in the event  of
 any  breach  or  termination for cause, the non-breaching  or
 non-effecting party may retain and use such materials of  the
 other  party solely as may be necessary to continue  customer
 support  until  it  has  developed an  alternative  plan  and
 transition strategy.

         11 Governing Law and Place of Jurisdiction and
                          Arbitration

(1)   This  Agreement shall be governed by  the  laws  of  the
  Federal Republic of Germany under exclusion of its choice of
  law  provisions.  Exclusive place of jurisdiction  shall  be
  Heidelberg, Germany.

(2)   The  Parties  agree  that any and all  disputes  arising
  directly or indirectly out of or relating in any way to this
  Agreement  which can not be satisfactorily resolved  by  the
  Parties  shall be submitted first to mediation  and  if  not
  resolved by mediation then to binding arbitration pursuant to
  the  Rules  then  in  effect  of  the  American  Arbitration
  Association  (AAA).  Arbitration  shall  be  held  by  three
  arbitrators.  Arbitration  shall  be  held  in  the  English
  language. The arbitrators shall decide the matters submitted
  to  them based upon the evidences presented and the terms of
  this Agreement. The arbitrators shall issue a written decision
  which shall state the reasons of the decision and which shall
  include findings of fact and conclusions of law. The decision
  of the arbitration shall be final, non-appealable and binding
  upon the parties and their respective successors and permitted
  assigns.

                      12 Tripos Affiliates

For any individual customer contract related to this
Agreement, Tripos may at its option elect that one of its
Affiliates shall act on its behalf in the performance thereof.
In case of any such designation, Tripos agrees that it is
responsible and liable for its designated Affiliates.

                        13 Miscellaneous

(1)   Any provision or provisions of this Agreement which  are
  deemed  illegal, invalid, or unenforceable in any  state  or
  country in which this Agreement is effective, shall in  such
  state   or  country,  to  the  extent  of  such  illegality,
  invalidity, or unenforceability, be deemed severed and shall
  not  affect the legality, validity or enforceability of  any
  other provision hereof. The invalid provision or the gap shall
  be  filled  by an appropriate provision which to the  extent
  legally possible, comes closest to the parties` intent of what
  the parties`would have layed down, had they been aware of the
  invalidity or gap in order to meet the spirit and purpose of
  this Agreement.

(2)   The  Parties  are  independent  contractors  under  this
  Agreement and no partnership, franchise, agency, or employer-
  employee  relationship  is  intended  except  as  explicitly
  provided for in this Agreement.  Neither party will act in a
  manner which expresses or implies any such relationship, nor
  bind the other party except as explicitly provided for in this
  Agreement.

(3)   The  terms  and  conditions of this  Agreement  will  be
  considered Confidential Information of both parties and  may
  not  be  disclosed without the prior written consent of  the
  other  party.  The parties will cooperate on a  joint  press
  release  and  related  publicity themes  and  statements  to
  announce their entering into this Agreement.

(4)   All  notices  must be in writing and  delivered  to  the
  addresses specified above or as otherwise notified in writing.
  Such notices will be effective upon receipt.

(5)  Except as contemplated in provisions involving Affiliates
  as  allowed  herein, neither party may assign  or  otherwise
  transfer any of its right or obligations under this Agreement
  without the prior written consent of the other party. In the
  event  of a merger or acquisition of a party hereunder,  the
  merging or acquiring party will promptly inform the other in
  as  timely  a  manner  as  allowed by  securities  or  other
  applicable law.

(6)   Any  waiver of any provision of this Agreement, or delay
  by  either  party in the enforcement of any right hereunder,
  will neither be construed as a continuing waiver nor create an
  expectation of non-enforcement of that or any other right.

(7)  No modification to this Agreement will be binding, unless
  in writing and signed by a duly authorized representative of
  each party.



Executed by and on behalf of LION bioscience AG

Heidelberg, 4 February 2000



/s/ Friedrich von Bohlen und Halbach    /s/ Klaus Sprockamp
Dr. Friedrich von Bohlen und Halbach   Dipl.- Wirtsch.Ing. Klaus Sprockamp
CEO                                         CFO


Executed by and on behalf of Tripos Inc..




St. Louis, 4 February 2000






/s/ John P. McAlister                   /s/ Mary P. Woodward
     John P. McAlister                  Mary P. Woodward


     Attachment A

     Customers  acquired by LION according to the requirements
     as set forth in  4 (as per August 26th 1999)

     **

Executed by and on behalf of LION bioscience AG

Heidelberg, 4 February 2000___________________



/s/ Friedrich von Bohlen und Halbach    /s/ Klaus Sprockamp
Dr. Friedrich von Bohlen und Halbach    Dipl.- Wirtsch.Ing. KlausSprockamp
CEO                                          CFO


Executed by and on behalf of Tripos Inc..




St. Louis, 4 February 2000






/s/ John P. McAlister                   /s/ Mary P. Woodward
     John P. McAlister                  Mary P. Woodward


Attachment B

Customers acquired by Tripos according to the requirements as
set forth in  4 (as per February 4th 2000)

[NONE]

Executed by and on behalf of LION bioscience AG

Heidelberg, 4 February 2000


/s/ Friedrich von Bohlen und Halbach    /s/ Klaus Sprockamp
Dr. Friedrich von Bohlen und Halbach    Dipl.- Wirtsch.Ing. KlausSprockamp
CEO                                         CFO


Executed by and on behalf of Tripos Inc..




St. Louis, 4 February 2000






/s/ John P. McAlister              /s/ Mary P. Woodward
John P. McAlister                  Mary P. Woodward




Exhibit 10.17

                   STOCK PURCHASE AGREEMENT


     This Stock Purchase Agreement (this "Agreement") is made
as of February 4, 2000 between Tripos, Inc., a Utah
corporation (the "Company"), and LION Bioscience AG, a German
corporation ("Investor").

                           SECTION I

                    SALE OF PREFERRED STOCK

     Subject to the terms and conditions hereof, at the
Closing (as defined below), the Company will issue and sell to
the Investor, and the Investor will buy from the Company at
the Closing, 409,091 shares of Series B Convertible Preferred
Stock of the Company (the "Shares") for an aggregate purchase
price of $9,000,000.

                          SECTION II

                    CLOSING DATE; DELIVERY

       2.1.      Closing Date.  The closing of the purchase and sale
of the Shares shall be held at the offices of McDermott, Will
& Emery, 227 West Monroe Street, Chicago, Illinois 60606 at
10:00 a.m. local time on February 4, 2000 (the "Closing") or
at such other time and place upon which the Company and the
Investor shall agree (the date of the Closing is hereinafter
referred to as the "Closing Date").

       2.2.      Delivery.  At the Closing, the Company will deliver
to the Investor a duly executed certificate, registered in the
Investor's name, representing the Shares to be purchased by
the Investor, against payment of the purchase price therefor,
by wire transfer per the Company's instructions.

                         SECTION III

         REPRESENTATIONS AND WARRANTIES OF THE COMPANY

       3.1.      Representation and Warranties of the Company.  The
Company represents and warrants to the Investor that the
statements contained in this Section 3 are correct and
complete as of the date of this Agreement and will be correct
and complete as of the Closing Date, except as set forth in
the disclosure schedule accompanying this Agreement (the
"Disclosure Statement).  The Disclosure Statement will be
arranged in paragraphs corresponding to the lettered and
numbered paragraphs contained in this Section 3.

          (a)  Organization, Qualification, and Corporate Power.  Each
of the Company and its Subsidiaries (as defined below) is a
corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its
incorporation.  Each of the Company and its Subsidiaries is
duly authorized to conduct business and is in good standing
under the laws of each jurisdiction where such qualification
is required.  Each of the Company and its Subsidiaries has
full power and authority to carry on the businesses in which
it is engaged and to own and use the properties owned and used
by it.

          For purposes of this Agreement, "Subsidiary"
     means any Persons with respect to which a specified
     Person (or a Subsidiary thereof) owns a majority of
     the common stock or has the power to vote or direct
     the voting of sufficient securities to elect a
     majority of the directors; and "Person" means an
     individual, a partnership, a corporation, an
     association, a joint stock company, a limited
     liability company or partnership, a trust, a joint
     venture, an unincorporated organization, or a
     governmental entity (or any department, agency, or
     political subdivision thereof).

          (b)  Capitalization.  As of the Closing and after giving
effect to the transactions contemplated hereby, the entire
authorized capital stock of the Company will consist of
20,000,000 shares of Common Stock, par value $.01 per share
("Common Stock"), of which 3,363,846 shares will be issued and
outstanding, and 10,000,000 shares of preferred stock, par
value $.01 per share,  of which 100,000 shares will be
designated as Series A Preferred Stock and 409,091 shares will
be designated as Series B Convertible Preferred Stock, of
which no shares of Series A Preferred Stock and 409,091 shares
of Series B Convertible Preferred Stock, consisting of the
Shares, will be issued and outstanding.  All of the issued and
outstanding shares of Common Stock have been duly authorized
and are validly issued, fully paid, and nonassessable. The
relative rights, preferences and other provisions relating to
the Shares are as set forth in the Company's Articles of
Incorporation, as amended. The Company has authorized and
reserved for issuance upon the terms set forth in its Rights
Plan 100,000 shares of Series A Preferred Stock.  The Company
has authorized and reserved for issuance upon conversion of
the Shares 409,091 shares of Common Stock (as appropriately
adjusted for any stock split, combination, reorganization,
recapitalization, reclassification, stock distribution, stock
dividend or similar event) (the "Conversion Shares"), and the
Conversion Shares issuable upon such conversion will, upon
such issuance, be duly and validly authorized and issued,
fully paid and nonassessable and not subject to any preemptive
rights and will be issued in compliance with federal and state
securities laws.  Except as set forth in the Disclosure
Statement, there are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments
that could require the Company to issue, sell, or otherwise
cause to become outstanding any of its capital stock.  Except
as set forth in the Disclosure Statement, there are no
outstanding or authorized stock appreciation, phantom stock,
profit participation, or similar rights with respect to the
Company.

        (c)  Authorization of Transaction.  The Company has full power
and authority (including full corporate power and authority)
to execute and deliver this Agreement and to perform its
obligations hereunder.  The execution, delivery and
performance of this Agreement by the Company has been duly
authorized and approved by its Board of Directors and no other
corporate proceedings on the part of the Company are necessary
to authorized this Agreement and the transactions contemplated
hereby.  This Agreement constitutes the valid and legally
binding obligation of the Company, enforceable in accordance
with its terms and conditions.

       (d)  Noncontravention.  Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions
contemplated hereby, will (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which any of the
Company and its Subsidiaries is subject or any provision of
the charter or bylaws of any of the Company and its
Subsidiaries or (ii) conflict with, result in a breach of,
constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument or other arrangement to
which any of the Company and its Subsidiaries is a party or by
which it is bound or to which any of its assets is subject (or
result in the imposition of any Security Interest (as defined
below) upon any of its assets).  None of the Company and its
Subsidiaries needs to give any notice to, make any filing
with, or obtain any authorization, consent, or approval of any
government or governmental agency in order for the parties
hereto to consummate the transactions contemplated by this
Agreement.
          For purposes of this Agreement, "Security
     Interest" means any encumbrance, mortgage, charge,
     claim, restriction, pledge, or other security
     interest, excluding purchase money security
     interests arising in the ordinary course of business
     and liens arising by operation of law for taxes not
     yet due and payable.

          (e)  Subsidiaries.  Section 3(e) of the Disclosure Statement
sets forth for each Subsidiary of the Company (i) its name and
jurisdiction of incorporation, (ii) the number of shares of
authorized capital stock of each class of its capital stock,
(iii) the number of issued and outstanding shares of each
class of its capital stock, the names of the holders thereof,
and the number of shares held by each such holder, and (iv)
the number of shares of its capital stock held in treasury.
All of the issued and outstanding shares of capital stock of
each Subsidiary of the Company have been duly authorized and
are validly issued, fully paid, and nonassessable.  The
Company holds of record and owns beneficially all of the
outstanding shares of each Subsidiary of the Company, free and
clear of any restrictions on transfer (other than restrictions
under the Securities Act of 1933, as amended, and state
securities laws), taxes, security interests, options,
warrants, purchase rights, contracts, commitments, equities,
claims, and demands.  There are no outstanding or authorized
options, warrants, purchase rights, subscription rights,
conversion rights, exchange rights, or other contracts or
commitments that could require any of the Company and its
Subsidiaries to sell, transfer, or otherwise dispose of any
capital stock of any of its Subsidiaries or that could require
any Subsidiary of the Company to issue, sell, or otherwise
cause to become outstanding any of its own capital stock.
There are no outstanding stock appreciation, phantom stock,
profit participation, or similar rights with respect to any
Subsidiary of the Company.  There are no voting trusts,
proxies, or other agreements or understandings with respect to
the voting of any capital stock of any Subsidiary of the
Company.  None of the Company and its Subsidiaries controls
directly or indirectly or has any direct or indirect equity
participation in any corporation, partnership, trust, or other
business association which is not a Subsidiary of the Company.

       (f)  Filings with the SEC.  The Company has made all filings
with the SEC that it has been required to make under the
Securities Act and the Securities Exchange Act (collectively
the "Public Reports").  Each of the Public Reports has
complied with the Securities Act and the Securities Exchange
Act in all material respects.  None of the Public Reports, as
of their respective dates, contained any untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.

       (g)  Financial Statements.  The Company has filed a Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30,
1999 (the "Most Recent Fiscal Quarter End") and an Annual
Report on Form 10-K for the fiscal year ended December 31,
1998.  The financial statements included in or incorporated by
reference into these Public Reports (including the related
notes and schedules) have been prepared in accordance with
generally accepted accounting principles applied on a
consistent basis throughout the periods covered thereby,
present fairly the financial condition of the Company and its
Subsidiaries as of the indicated dates and the results of
operations of the Company and its Subsidiaries for the
indicated periods, are correct and complete in all respects,
and are consistent with the books and records of the Company
and its Subsidiaries, provided, however, that the interim
statements are subject to normal year-end adjustments.

       (h)  Events Subsequent to Most Recent Fiscal Quarter End.
Since the Most Recent Fiscal Quarter End, there has not been
any material adverse change in the business, financial
condition, operations, results of operations, or future
prospects of the Company, and none of the Company or its
Subsidiaries have entered into any agreement, or otherwise
operated, other than in the ordinary course of business.

       (i)  Undisclosed Liabilities.  None of the Company and its
Subsidiaries has any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated
or unliquidated, and whether due or to become due), including
any liability for taxes, except for (i) liabilities set forth
on the face of the balance sheet dated as of the Most Recent
Fiscal Quarter End (rather than in any notes thereto) and (ii)
liabilities which have arisen after the Most Recent Fiscal
Quarter End in the ordinary course of business (none of which
results from, arises out of, relates to, is in the nature of,
or was caused by any breach of contract, breach of warranty,
tort, infringement, or violation of law).

       (j)  Legal Compliance. Each of the Company, its Subsidiaries
and their respective predecessors and affiliates has complied
with all applicable laws (including rules, regulations, codes,
injunctions, judgments, orders, decrees) and rulings of
federal, state, local, and foreign governments (and all
agencies thereof), and no action, suit, proceeding, hearing,
complaint, claim, demand, notice or investigation has been
filed or commenced, or to the knowledge of the Company,
threatened against the Company alleging any failure so to
comply, except in each case where such noncompliance or action
would not have a material adverse effect on the Company.

       (k)  Tax Matters. Except as set forth in the Disclosure
Statement, each of the Company and its Subsidiaries has filed
all tax returns it was required to file.  All such tax returns
were correct and complete in all respects.  All taxes owed by
any of the Company and its Subsidiaries (whether or not shown
on any tax return) have been paid.  None of the Company and
its Subsidiaries currently is the beneficiary of any extension
of time within which to file any tax return.  No claim is
currently pending by an authority in a jurisdiction where any
of the Company and its Subsidiaries do not file tax returns
that any of the Company or its Subsidiaries is or may be
subject to taxation by that jurisdiction.  There are no
security interests on any of the assets of any of the Company
and its Subsidiaries that arose in connection with any failure
(or alleged failure) to pay any tax.

       (l)  Intellectual Property.  Except in each case where the
failure to comply would not have a material adverse effect on
the Company:
       (i)  The Company and its Subsidiaries owns or has the right to
            use pursuant to license, sublicense, agreement, or permission
            all Intellectual Property (as defined below) necessary or
            desirable for the operation of the businesses of the Company
            and its Subsidiaries as presently conducted and as presently
            proposed to be conducted. None of the Company and its
            Subsidiaries has interfered with, infringed upon,
            misappropriated or otherwise come into conflict with any
            Intellectual Property rights of third parties and none of the
            Company and its Subsidiaries has ever received any complaint,
            claim, demand, or notice alleging any such interference,
            infringement or misappropriation (including any claim that any
            of the Company and its Subsidiaries must license or refrain
            from using any Intellectual Property rights of any third
            party).

       (ii) "Intellectual Property" means (a) all trade secrets
            and confidential business information (including customer and
            supplier lists, ideas, research and development, know-how,
            formulas, compositions, manufacturing and production processes
            and techniques, technical data, designs, drawings,
            specifications, pricing and cost information, and business and
            marketing plans and proposals), (b) all trademarks, service
            marks, trade dress, logos, trade names, and corporate names,
            together with all translations, adaptations, derivations, and
            combinations thereof and including all goodwill associated
            therewith, and all applications, registrations, and renewals
            in connection therewith, (c) all inventions (whether
            patentable or unpatentable and whether or not reduced to
            practice), all improvements thereto, and all patents, patent
            applications, and patent disclosures, together with all
            reissuances, continuations, continuations-in-part, revisions,
            extensions, and reexaminations thereof, (d) all copyrightable
            works, all copyrights, and all applications, registrations,
            and renewals in connection therewith, (e) all mask works and
            all applications, registrations, and renewals in connection
            therewith, (f) all computer software (including data and
            related documentation), (g) databases, (h) all other
            proprietary rights, and (i) all copies and tangible
            embodiments of (a) to (h) (in whatever form or medium).

       (m)  Litigation.  Section 3(m) of the Disclosure Statement
sets forth each instance in which any of the Company and its
Subsidiaries (i) is subject to any outstanding injunction,
judgment, order, decree, ruling, or charge or (ii) is a party
or is threatened to be made a party to any action, suit,
proceeding, hearing, or investigation of, in, or before any
court or quasi-judicial or administrative agency of any
federal, state, local, or foreign jurisdiction or before any
arbitrator.  None of the actions, suits, proceedings,
hearings, and investigations set forth in Section 3(m) of the
Disclosure Statement is likely to result in any material
adverse change in the business, financial condition,
operations, results of operations, or future prospects of any
of the Company and its Subsidiaries.  None of the Company and
its Subsidiaries has any reason to believe that any such
action, suit, proceeding, hearing, or investigation may be
brought or threatened against any of the Company and its
Subsidiaries.

       (n)  Brokers' Fees.  None of the Company and its Subsidiaries
has any liability or obligation to pay any fees or commissions
to any broker, finder or agent with respect to the
transactions contemplated by this Agreement.


                          SECTION IV

        REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

     The Investor hereby represents and warrants, on the date
hereof and as of the Closing Date, to the Company with respect
to the purchase of the Shares as follows:

       4.1.      Experience.  It has substantial experience in
evaluating and investigating private placement transactions of
securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment
in the Company and has the capacity to protect its own
interests.

       4.2.      Investment.  It is acquiring the Shares for
investment for its own account, not as a nominee or agent, and
not with the view to, or for resale in connection with, any
distribution thereof.  It understands that the Shares have not
been, and will not be, registered under the Securities Act by
reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which
depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of the Investor's
representations as expressed herein.

       4.3.      Rule 144.  It acknowledges that the Shares must be
held indefinitely unless (a) subsequently registered under the
Securities Act, (b) an exemption from such registration is
available, or (c) sold or transferred pursuant to Rule 144
promulgated under the Securities Act ("Rule 144").

       4.4.      Access to Data.  It has had an opportunity to
discuss the Company's business, management and financial
affairs with the Company's management and has had the
opportunity to review the Company's facilities.  It has also
had an opportunity to ask questions of officers of the
Company, which questions were answered to its satisfaction.
It understands that such discussions, as well as any written
information issued by the Company, were intended to describe
certain aspects of the Company's business and prospects but
were not a thorough or exhaustive description.

       4.5.      Authorization.  This Agreement when executed and
delivered by the Investor will constitute a valid and binding
obligation of the Investor, enforceable against the Investor
in accordance with its terms.  All corporate action on the
part of the Investor, its directors and shareholders necessary
for the authorization, execution, delivery and performance of
this Agreement by the Investor, and the performance of all of
the Investor's obligations hereunder has been taken or will be
taken prior to the Closing.

       4.6.      Brokers or Finders.  The Company will not incur,
directly or indirectly, as a result of any action taken by the
Investor, any liability for brokerage or finders' fees or
agents' commissions or any similar charges in connection with
this Agreement.

       4.7.      Accredited Investor.  Purchaser is an "accredited
investor" as such term is defined in the Securities Act.


                          SECTION V

               INVESTORS' CONDITIONS TO CLOSING

     The Investor's obligation to purchase the Shares at the
Closing is subject to the fulfillment of the following
conditions, the waiver of which shall not be effective against
the Investor without a consent in writing thereto:

       5.1.      Representations and Warranties Correct.  The
representations and warranties made by the Company in Section
3 hereof shall be true and correct when made and shall be true
and correct on the Closing Date.

       5.2.      Covenants.  All covenants, agreements and conditions
contained in this Agreement to be performed or complied with
by the Company on or prior to the Closing Date shall have been
performed or complied with.

       5.3.      Compliance Certificate.  The Company shall have
delivered to the Investor a certificate of the Company,
executed by the Chairman of the Company, dated the Closing
Date, and certifying, among other things, to the fulfillment
of the conditions specified in Sections 5.1 and 5.2 of this
Agreement.

       5.4.      Qualifications and Consents.  All authorizations,
approvals or permits, if any, of any governmental authority or
regulatory body of the United States or of any state and all
consents of third parties that are required in connection with
the lawful issuance and sale of the Shares and the
transactions contemplated hereby shall have been duly obtained
and shall be effective on and as of the Closing Date, and a
copy thereof shall have been delivered to the Investor.

       5.5.      Legal Opinions.  The Investor shall have received
opinions of counsels to the Company, dated as of the Closing
Date in forms attached hereto as Exhibit A and Exhibit B.

       5.6.      Election of Directors.  The size of the Board of
Directors of the Company shall have been expanded to seven
(7), and one individual designated by the Investor shall have
been elected to the Board of Directors of the Company.

       5.7.      Articles of Amendment.  Articles of Amendment to the
Articles of Incorporation of the Company containing the
Designations of Right and Restrictions of Tripos Series B
Convertible Preferred Stock in the form attached hereto as
Exhibit C shall have been filed with the Utah Department of
Commerce, Division of Corporations and Commercial Code, and
such Articles shall be effective in accordance with Utah law.

       5.8.      Amended and Restated Bylaws. The Bylaws of the
Company shall have been amended as contemplated by Exhibit D.

       5.9.      Strategic Alliance.  The Investor and the Company
shall have entered into a strategic alliance providing for
cooperation in the co-marketing and co-development of life
sciences infomatic products and solutions on the terms set
forth on Exhibit E.


                          SECTION VI

                COMPANY'S CONDITIONS TO CLOSING

     The Company's obligation to sell and issue the Shares at
the Closing, at the option of the Company, are subject to the
fulfillment of the following conditions:

       6.1.      Representations.  The representations made by the
Investor in Section 4 hereof shall be true and correct when
made, and shall be true and correct on the Closing Date.

       6.2.      Compliance Certificate.  The Investor shall have
executed and delivered to the Company a certificate of the
Investor, dated the Closing Date, and certifying, among other
things, that the representations made by the Investor in
Section 4 hereof are true and correct when made, and shall be
true and correct on the Closing Date, and that all covenants,
agreements and conditions contained in this Agreement to be
performed by the Investor on or prior to the Closing Date
shall have been performed or complied with.


                          SECTION VII

                         MISCELLANEOUS

       7.1.      Governing Law.  This Agreement shall be governed in
all respects by the internal laws of the State of Delaware.

       7.2.      Survival.  The representations, warranties,
covenants and agreements made herein shall survive any
investigation made by the Investor and the closing of the
transactions contemplated hereby and shall continue in full
force and effect until the sixtieth (60th) day after the
Company has given to the Investor audited financial statements
for the year ended December 31, 2000.

       7.3.      Successors and Assigns.  Except as otherwise
provided herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto,
provided, however, that the rights of the Investor to purchase
the Shares shall not be assignable without the consent of the
Company.

       7.4.      Entire Agreement; Amendment.  This Agreement and the
other documents delivered pursuant hereto at the Closing
constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and
thereof, and no party shall be liable or bound to any other
party in any manner by any warranties, representations or
covenants except as specifically set forth herein or therein.
Except as expressly provided herein, neither this Agreement
nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the
party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.

       7.5.      Notices, etc.  Unless otherwise provided, any notice
required or permitted under this Agreement shall be given in
writing and shall be deemed effectively given (i) upon
personal delivery to the party to be notified, (ii) upon
delivery by nationally recognized overnight courier service
addressed to the party to be notified at the address indicated
for such party on the signature page hereof or (iii) upon
delivery by facsimile transmission to the party to be notified
at the facsimile number indicated for such party on the
signature page hereof, or at such other address or facsimile
number as such party may designate by ten (10) days' advance
written notice to the other party.

       7.6.      Delays or Omissions.  Except as expressly provided
herein, no delay or omission to exercise any right, power or
remedy accruing to any holder of any Shares, upon any breach
or default of the Company under this Agreement, shall impair
any such right, power or remedy of such holder nor shall it be
construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring.  Except
as provided in Section 7.4 hereof, any waiver, provisions or
conditions of this agreement, must be in writing and shall be
effective only to the extent specifically set forth in such
writing.  All remedies, either under this Agreement or by law
or otherwise afforded to any holder, shall be cumulative and
not alternative.

      7.7.      Expenses.  Each of the Company and the Investor
shall bear their own expenses incurred on their behalf with
respect to this Agreement and the transactions contemplated
hereby.  In addition, the Company shall pay for all broker and
finders fees incurred as a result of the consummation of the
transactions contemplated hereby.

      7.8.      Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and
all of which together shall constitute one instrument.

      7.9.      Severability.  In the event that any provision of
this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be
effective if it materially changes the economic benefit of
this Agreement to any party.

      7.10.     Titles and Subtitles.  The titles and subtitles used
in this Agreement are used for convenience only and are not
considered in construing or interpreting this Agreement.

      7.11.     Announcement.  No announcement of the terms of this
Agreement or the transactions contemplated hereby shall be
made by any party without the written approval of the other
party (which consent shall not be unreasonably withheld).
   [The remainder of this page is intentionally left blank]


                   STOCK PURCHASE AGREEMENT

                          SIGNATURES

The foregoing Agreement is hereby executed as of the date
first above written.

                              TRIPOS, INC.


                              By:
                              Name:
                              Title:

                              Address:  1699 South Hanley Road
                                        St. Louis, Missouri 63144
                                        United States


                              LION BIOSCIENCE AG


                              By:
                              Name:
                              Title:

                              Address:  Im Neuenheimer Feld 515-517
                                        69120 Heidelberg
                                        Germany







Exhibit 23.1




                Consent of Independent Auditors


We  consent to the incorporation by reference in the following
registration statements of our report dated February 7,  2000,
with  respect  to  the consolidated financial  statements  and
financial statement schedule of Tripos, Inc., included in  the
Annual  Report  (Form 10-K) for the year  ended  December  31,
1999.

 Form    Registration
Number    Statement                   Description
           Number
Form S-8   33-79610   Tripos,  Inc. 1994 Stock Plan,  the  Tripos,
                      Inc.  1994 Director Option Plan, and Tripos,
                      Inc. 1994 Employee Stock Purchase Plan

Form S-8   333-09459  Tripos,    Inc.    1996    Director    Stock
                      Compensation  Plan  and  Tripos,  Inc.  1994
                      Director Option Plan, amendment

Form S-8   333-33163  Tripos,    Inc.    1996    Director    Stock
                      Compensation  Plan, amendment, Tripos,  Inc.
                      1994  Stock  Option  Plan,  amendment,   and
                      Tripos,  Inc.  1994  Director  Option  Plan,
                      amendment

Form S-8   333-61829  Tripos,  Inc.  1994 Employee Stock  Purchase
                      Plan, amendment, and Tripos, Inc. 1994 Stock
                      Option Plan, amendment



                                          /s/  Ernst & Young LLP
St. Louis, Missouri
March 24, 2000