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, 1997.

[  ]  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
                          (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 11, 1998, was  $28,741,797
(based  upon  the  March 11, 1998 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,  1998,  3,178,959 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 7, 1998 are incorporated by reference
into Part III.

Part I

Item 1.

Business

Tripos  Inc.,  ("Tripos", the "Company" or the "Registrant"),  is  a
leader  in  discovery services, informatics and  products  for  life
science   organizations  worldwide.   Tripos'  current   proprietary
technologies  and  strategic relationships expand its reputation  in
computational  chemistry  for  efficient  pharmacological   activity
prediction and analysis, a major factor in customers' cost-effective
new  product success.  Based on scientific expertise in these  areas
as  well  as  a  worldwide sales and marketing organization,  Tripos
expanded  its  business model in 1997.  The Company now  offers  the
following  products  and  services:  software,  software  consulting
services,   technology  transfer,  screening   libraries,   contract
discovery  research and risk-based discovery research.  The  Company
continues to be a reseller of third party hardware products that are
compatible with the Company's software products.

Effective  June  1,  1994, Evans & Sutherland  Computer  Corporation
("E&S")  distributed all outstanding shares of Tripos,  Inc.  common
stock  to E&S shareholders ("the Distribution").  Every three shares
of E&S yielded one share of the Company.  Prior to the Distribution,
the Company was a wholly owned subsidiary of E&S.

The Company was originally incorporated in the state of Missouri  on
October  29, 1979. The Company was reincorporated under the laws  of
the State of Utah effective June 1, 1994.  The Company maintains its
executive  offices  and principal facilities at  1699  South  Hanley
Road, St. Louis, Missouri  63144.  The Company also has wholly owned
subsidiaries with offices in Milton Keynes, England; Antony, France;
Munich,  Germany; and Bude, England.  There are two  leased  offices
for  sales  activities in Shrewsbury, New Jersey and  Redwood  City,
California.

The  remainder of this Item 1 contains certain statements  that  are
forward-looking   and   involve  risks  and  uncertainties.    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").  The Company
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 which 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  over  10,000
chemical  compounds  for each new product brought  to  market.   The
Company's products are used primarily 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.  These phases can represent up  to  30%  of  the
expense of new product research and development.

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 billions
of  dollars  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.  Through the use of effective integrated discovery
information and analysis software in the key initial stages  of  new
compound research and development, companies in these industries may
be able to evaluate scientific data faster and more cost efficiently
for  the  creation of new chemical lead candidates.  The  industries
served   by   the   Company  have  special  requirements   for   the
communication and analysis of chemical and biological data  and  the
Company is uniquely qualified to fulfill these requirements.

Pharmaceutical and biotech 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.  The Company
believes  it  is positioned to provide these compounds  through  its
collaboration  with  MDS Panlabs, Inc. of Bothell,  Washington,  its
newly  acquired  laboratories at Tripos Receptor Research,  and  its
worldwide  sales  organization for distribution  of  compounds  from
these sources and from third-party suppliers.  By coupling compounds
with  discovery  informatics, Tripos offers its customers  increased
discovery efficiencies.

Tripos  Receptor  Research has established partnerships  with  major
companies   in  the  pharmaceutical  and  biotechnology  industries,
supplying pure, novel chemical compounds for biological applications
in  new  drug discovery.  These applications involve the testing  or
screening  of  chemical  compounds against a  biological  target  to
refine  lead  compounds.  Tripos Receptor Research has a  reputation
for  providing excellent medicinal chemistry with specific expertise
in solid phase chemistry.  Located in Bude, England, Tripos Receptor
Research is specifically involved in custom chemical synthesis using
solid-phase and solution methods.

The  Company's goal is to facilitate and accelerate certain  aspects
of the chemical discovery process for our clients.  This is achieved
through  a  combination  of both products and services  specifically
targeted at the development of new chemical entities for use in  the
pharmaceutical, agrochemical, biotechnology and associated  markets.
The  Collaborative Research business unit draws upon the  technology
foundation within Tripos.  The Company delivers high value  products
to  the  market  including  software, custom  software  development,
specially designed chemical libraries for general screening and  for
targeted  lead refinement, contract services for drug discovery  and
full discovery partnerships.

Products

The  Company  offers its expertise for customer applications  via  a
complementary range of new research technologies including Discovery
Software,  Software  Consulting Services and  Accelerated  Discovery
Services.

Discovery Software (Chemical Design Software Systems)

The  Company's  software products and services collectively  address
the needs of the customer organizations' new compound research team.
This  is  achieved  though the provision of expert  chemical  design
tools that 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   next  few  paragraphs  highlight  the  products  and  services
available through Tripos Discovery Software.

Discovery Software Products:
Tripos  provides a highly integrated set of chemical design  systems
consisting  of  the  SYBYL  Expert Molecular  Design  System,  UNITY
Chemical  Databases  System, Alchemy 2000  Desktop  Chemical  Design
System,  and Discovery.Net Chemical Intranet System.   These systems
combine to provide a total discovery solution for the pharmaceutical
and  biotechnology market.  The exact needs of our client  base  are
met  through  customization of these systems.   These  customization
services  are provided through the new Software Consulting  Services
group.  (See Software Consulting Services for more detail.)

The SYBYL Expert Molecular Design System:
     SYBYL  is  a comprehensive computational tool kit for molecular
     design  and  analysis, with a special focus on the creation  of
     new  chemical  entities.  SYBYL provides essential construction
     and  analysis  tools  for both organic and inorganic  molecular
     structures.
     
     SYBYL/Base  gives  our  customers  access  to  building  tools,
     molecular mechanics, quantum mechanical calculations, molecular
     dynamics,    docking,    geometric   measurements,    molecular
     comparisons  (fits),  surfaces and grid  displays,  journaling,
     annotation,  hard  copy,  a  programming  language,  an  object
     manager, and the Molecular Spreadsheet; all are included in the
     core  module. Large (proteins, nucleic acids, etc.)  and  small
     molecules are modeled in the same window.
     
     SYBYL is a modular program.  Researchers can take advantage  of
     as  many  of  the  specialized tools  as  necessary  by  adding
     functionality  through optional modules.  The optional  modules
     are  focused on conformational searching (AdvComp),  biopolymer
     modeling  (Biopolymer),  combinatorial  chemistry  or   library
     design   (Legion,  Selector,  DiverseSolutions),   quantitative
     structure activity statistics (QSAR, Advanced CoMFAr),  protein
     homology   modeling   and   analysis   (Composer,   MatchMaker,
     ProTable),  pharmacophore recognition  (RECEPTOR,  DISCO),  and
     others.  SYBYL  also  connects  seamlessly  to  UNITY,  Tripos'
     Chemical Database Searching system.

The UNITY Chemical Database System:
     Featuring  the  industry-standard  3D-flexible  search  engine,
     UNITY  produces the most relevant responses to complex customer
     interactive   queries.    UNITY  enables   effective   chemical
     structure based searching of multiple, distributed databases of
     chemical information.  UNITY has been engineered for rapid data
     exploration  and  lead  identification. Offering  Markush-query
     definition,   powerful  links  to  relational  databases,   and
     integration  with  SYBYL and the Molecular  Spreadsheet,  UNITY
     will speed the discovery process.
     
     The  new  UNITY  3.0 version provides a series of  flexible  3D
     searching  enhancements.  UNITY's speed, accuracy and efficient
     interface makes it a system of fully integrated analysis  tools
     to  help  analyze  databases  in a  way  that  facilitates  new
     compound discovery.

The Alchemy 2000 Desktop Chemical Design System:
     Alchemy  2000  is a chemical discovery system for the  personal
     computer  with  advanced molecular graphic  displays,  accurate
     energy  calculations, and customizable tools  that  allows  the
     user  to  tailor the program for their research team.   Alchemy
     2000 delivers high performance visualization with all types  of
     chemical  structures  including proteins, polymers,  and  small
     molecules.  Local  database storage, graphing,  batchmode,  and
     spreadsheet capabilities provide a means for expanded  analysis
     and  investigation  on  all  families  of  chemical  compounds.
     Alchemy 2000 includes application modules for specific research
     needs  including QSAR, Protein, Polymer, and LogP.  This  is  a
     complete  chemical  discovery  system  that  is  easy  to  use,
     comprehensive,  and powerful.  It is also a  key  component  of
     Tripos' intranet chemistry solution.

The New Discovery.Net Chemical Intranet System:
     The  mission of our Discovery.Net system is to help  streamline
     the  drug  candidate  discovery  and  development  process   by
     providing  useful,  innovative,  web-based  solutions  for  the
     efficient  management and effective use of chemical information
     by chemists, modelers, and biologists in a distributed intranet-
     based   environment.   Two  Discovery.Net  products   currently
     available  are  ChemEnlighten and GASP.  A  tool  kit  is  also
     available  to allow custom solutions to be assembled either  by
     customer staff or Tripos personnel.
     
ChemEnlighten:
     Scientists need a tool accessible from multiple platforms  that
     enables them to filter very large chemical structure data  sets
     based  on  a  variety  of  metrics.   Tripos  has  created  the
     ChemEnlighten  environment for the analysis of large  or  small
     data  sets.   ChemEnlighten integrates visual access  to  large
     tables, the capability to generate a range of metrics, and  the
     ability  to  perform analyses (selections) on the data  in  the
     table.
     
     ChemEnlighten is a powerful product for the Intranet age.   The
     tables, metric engines and analysis routines reside on  a  UNIX
     platform.  The ChemEnlighten Graphical User Interface (GUI)  is
     Web-based,  using  Java  applets  that  were  built  with   the
     Discovery.Net toolkit.  Customers access ChemEnlighten  through
     any  Java  enabled  web  browser.  Computational  or  medicinal
     chemists who need to choose representative subsets from a  very
     large  number of compounds will be interested in ChemEnlighten.
     Researchers  who are using hierarchical clustering  as  a  step
     towards  selection will also want to examine ChemEnlighten  for
     the OptiSim algorithm, which gives selection sets that have the
     same properties as sets from hierarchical clustering.

GASP Chemical Structure Analysis Tool:
     GASP  (Genetic  Algorithm Similarity Program)  uses  a  genetic
     algorithm  to  align  sets  of flexible  molecules,  where  the
     genetic  algorithm  selects alignments with more  pharmacophore
     overlaps between the molecules in the set.  Drs. Gareth  Jones,
     Peter  Willett and Robert Glen developed the GASP algorithm  at
     the   University   of  Sheffield  and  the  Wellcome   Research
     Laboratories.  Tripos has incorporated this algorithm in a Web-
     based application.
     
     GASP  2.0  is designed to allow medicinal chemists  to  perform
     molecular alignments and analyze the results in order to assist
     in the decision process of what compounds should be synthesized
     next.   It  is  easy for the medicinal chemists to  collaborate
     with  one or more molecular modelers who can help optimize  the
     setup and assist in analyzing the pharmacophore information  in
     the  results.   GASP 2.0 is very easy to use  and  requires  no
     prior  knowledge  regarding  either  the  constraints  or   the
     pharmacophore.


Software Consulting Services
  
(Combining innovative web technology with attention to the
customer's specific information system needs)

Tripos offers its skills and experience to help at all stages of  an
IS  project,  whether  the customers are only in  the  planning  and
budgeting  stages,  or  are  looking  for  a  partner  to  take   on
maintenance of a customer system.  The Company has twenty  years  of
experience  developing  scientific  software  applications  for  the
pharmaceutical  and chemical industries.  Tripos  can  work  as  the
Project  Manager  for  a project, or work with  the  customer  as  a
supplier  of  key integration and development expertise  along  with
important software components.

Analysis:  Tripos is skilled at interviewing end-user scientists  to
determine  essential  business tasks, current  business  logic,  and
workflow.   The  Company  can  perform  this  phase  of  a   project
independently or work with other consultants that are engaged by the
Client,  in  order  to ensure that the highest level  of  scientific
understanding is part of any ongoing project.

Specification: The Company's scientific software teams  are  skilled
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.

Design:  Tripos software engineers are skilled in data modeling  and
object-oriented design, through which they reduce the risks involved
in engineering complex chemical and biological information systems.

Research:  The Company's scientific skills can be used to  help  the
Customer  develop novel methods for drug discovery. Tripos  has  the
inside  edge  for  modifying  and  extending  existing  Tripos  drug
discovery software to explore new ideas that the Customer  may  wish
to integrate.

Technology  Transfer:   The Company can assist  in  fitting  Tripos'
unique  ChemSpace  technology into a Client's combinatorial  library
design  needs.   ChemSpace  technology  is  available  only  through
special technology transfer arrangements.

Implementation:   Tripos  is  skilled  in  all   vital   web-related
technologies, and has a large staff of skilled Ph.D. scientists with
real   industry   experience.   The  Company   created   the   first
significant,  and industry recognized chemistry applications  to  be
written in Java.

Maintenance:  The Company is an industry leader in  providing  high-
quality  and  high-value  customer support for  scientific  software
applications.   Its customers have always ranked the Company  highly
when it comes to providing helpful and timely assistance.

Discovery Software products and Software Consulting Services combine
to   provide  a  solid  business  offering  to  the  pharmaceutical,
agrochemical, and biotechnology markets.


Accelerated Discovery Services

Compounds:
     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 compounds by pharmaceutical,
     biotechnology   and  other  life  science   companies.    These
     companies  routinely acquire thousands of compounds a  year  to
     screen  in  search  of novel classes of active  compounds.   By
     applying   the   Company's  compound   design   technology   in
     conjunction with the synthesis technology of MDS Panlabs, Inc.,
     the  Company has brought to market Optiverse, a diverse library
     of  over 100,000 screening compounds.  This library provides an
     efficient  source  of  compounds  for  screening  by   removing
     redundant and ineffective samples from the screening effort.

     A  key advantage of the Optiverse library is that each compound
     is  representative of a cluster of similar compounds  numbering
     in   the   thousands.   When  Optiverse  compounds  demonstrate
     activity  in  pharmaceutical company assays,  the  Company  can
     quickly  and efficiently provide hundreds of similar  compounds
     for follow-up screening and lead optimization.

ChemSpace:
     Tripos has developed unique and proprietary technology for  the
     storage and searching of vast numbers of combinatorial products
     and related data.  The unique searching methods enable the user
     to  identify  new  compounds which 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 over 17 trillion  synthetically
     accessible   small   organic  chemical  structures   that   are
     searchable  in real time at the rate of 500 billion  per  hour.
     The  database  can  be  customized  to  include  reactions  and
     compounds that are proprietary to its customer base.  Tripos is
     licensing this technology to a limited number of pharmaceutical
     companies.

Contract Research:
     The  reforms  in  health  care have forced  pharmaceutical  and
     related  companies  to restructure their operations,  including
     their   research  programs.   One  of  the  results   of   this
     restructuring  is  a  significant emphasis on  outsourcing  and
     partnering  on  the part of the large pharmaceutical  companies
     with smaller technology companies.  At the same time, the rapid
     development  of  certain technologies, including  combinatorial
     chemistry  and high throughput screening, have forced  many  of
     the  smaller  companies to look to outside  groups  to  provide
     needed  technology rather than invest in it  themselves.   This
     significant  trend in outsourcing has presented the opportunity
     for  the  Company to offer its expertise to these organizations
     through  compound design, molecular analysis,  and  a  complete
     suite  of  lead  discovery and lead optimization  capabilities.
     Tripos  leverages these capabilities by entering into  research
     agreements with its customers.

Collaborative Research:
     The  Collaborative Research group has two purposes.  One is  to
     focus   on   internal  discovery  collaborations   with   Arena
     Pharmaceuticals  and  the Cruciform Group,  and  on  associated
     opportunities  such as that provided by our collaboration  with
     Phase-1  Molecular Toxicology.  The second goal is to focus  on
     external  discovery  collaborations  with  customer  companies.
     Tripos is engaged in finding collaborative partnerships in  the
     pharmaceutical, biotechnology, and related industries using any
     or  all  aspects of research that Tripos has access to  or  can
     provide  directly.   Across all areas, Tripos  will  work  with
     customers  using their own targets or targets that we  identify
     through our collaborations.

     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 lead  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.

Sales, Marketing and Distribution

The  Company  sells its software products directly in the  U.S.  and
Europe,  through an exclusive distributor arrangement in Japan  with
Sumisho Electronics Company, Ltd., and through non-exclusive  agency
relationships in Korea with New Technics Co., Ltd., in  Taiwan  with
Scientek Corporation, and in China and Singapore with 3-Link Systems
Pte. Ltd.  On December 31, 1997, the Company's sales force consisted
of 45 management, technical, sales and administrative employees:  20
for  the  United  States and Canada, 23 in Europe,  and  2  for  the
Pacific  Rim.   The Company's domestic sales and support  center  is
located  at  its headquarters in St. Louis, Missouri.   The  Company
also  maintains sales offices in California, New Jersey, and suburbs
of London, Paris and Munich.

For its software product lines for workstations, the Company employs
pre-sales  and post-sales support scientists resident in the  United
States, England, France, and Germany.  These scientists, working  in
collaboration with the Company's sales employees, have  developed  a
consultative  sales approach through which the Company  has  created
relationships  with its key customers.  The Company  believes  these
relationships enable the Company to understand and better serve  the
information   management  needs  of  its  customers.   Because   the
Company's  customers frequently have both domestic and international
operations,  the  Company's sales staff and  scientists  in  foreign
locations work closely with their counterparts in the United  States
to  ensure  that the customer's international needs  are  met  in  a
coordinated and consistent fashion.

The  Company's  workstation-based software products are  sold  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.  The Company has also introduced one,  two  and
three  year  flexible  license  options  that  offer  customers  the
flexibility to change their product selections periodically and  are
renewable at the end of the selected terms.  The Company expects  to
migrate its customer base to shorter-term license renewals based  on
the  flexibility to access all of its software products.  This  will
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  salespersons  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 can last from two weeks  up
to  two  years.   The  Company provides programming  and  scientific
expertise on a cost plus margin basis.

Sales of the compound libraries are made through a staff assigned to
the  product.    Tripos  has dedicated sales  professionals  in  the
United States and Europe along with distributors in the Pacific Rim.
The  Optiverse library now includes over 100,000 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.

The  Company's 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  served by the Company.  The  Company's  sales
representatives  are  compensated  through  a  combination  of  base
salary, commissions and bonuses based on quarterly and annual  sales
performance.   In addition, the Company's pre-sales scientists,  all
of  whom have Ph.D. degrees in chemistry or a closely related field,
receive  a  compensation  determined in part  by  their  success  in
supporting and generating sales in a particular territory.

Contract research relationships are offered through a team comprised
of  salespersons,  discovery scientists and members  of  the  senior
management  staff of the Company.  This approach is best suited  for
the  long  cycle  of  developing meaningful  partnerships  with  key
customers for the outsourcing of discovery research.

The  Company exhibits its software at various scientific conferences
and  trade  exhibitions, including national and regional conferences
of  the  American  Chemical Society and the  Pittsburgh  Conference.
Company  scientists  frequently  publish  and  present  results   of
original  research  at  these and other conferences  throughout  the
world.

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

Customer Training, Service and Support

The Company's licenses typically provide a limited warranty for a 90
day  period.  Thereafter, support of the Company's software products
is  provided for an annual fee.  Approximately 80% of the  Company's
commercial  customers and half of the Company's  academic  customers
have  contracted for support service.  This service gives  customers
access  to  telephone  consultation  with  the  Company's  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  the  Company's  products
effectively.

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

Product Development

The  Company  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.
The  Company intends to continue to make substantial investments  in
product   and   technology  development  to  meet   its   customers'
requirements.

The  Company  has  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 the Company will  be
able  to introduce its products on a timely basis in the future,  or
that  the  Company's  new  products and  product  enhancements  will
adequately  meet  the  requirements of the  marketplace  or  achieve
market acceptance.

The Company's research and development activities are undertaken  by
its  Discovery Software group and its Accelerated 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   the
Company's   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,  the
Company  funds  research  at  certain  academic  institutions.   The
Company  believes  that this funding allows it  to  gain  access  to
significant  technology  not otherwise available.   The  Accelerated
Discovery  Services  group  has its  own  staff  of  scientists  and
programmers that are familiar with the research techniques and goals
of its customers.

Tripos  and  MDS  Panlabs defined the market for  diverse  screening
libraries   with  the  introduction  of  Optiverse  in  late   1995.
Anticipating  the  shift of the market from screening  libraries  to
highly   purified  individual  compounds,  the  Companies    jointly
invested  to  produce  a  purified version  of  this  library.   The
implementation  of this strategy challenged the state-of-the-art  in
chemical  purification.   After more than  nine  months  delay,  the
development  of specialized apparatus to accomplish  this  task  has
been  completed.   Tripos  and MDS Panlabs are  vigorously  pursuing
synthesis  of  new  library compounds and purification  of  new  and
existing   inventory.   The  Company  is  also   complementing   the
internally produced libraries with compounds from external  sources.
While the Company anticipates returning to a growth position  by the
third  quarter of 1998, there remain significant challenges in  this
business.

The  Company has recently entered into laboratory operations through
its  acquisition of Tripos Receptor Research.  While  the  staff  at
that  organization  is experienced and highly  skilled,  Tripos  may
experience delays in expansion and growth of this organization.

Research  and development expenses were $3.6 million, $3.4  million,
and $4.4 million in 1995, 1996 and 1997, respectively.  Research and
development expenses, including the amount of capitalized costs were
$6.7  million  in  1995,  $7.0 million in 1996  and  $6.9  in  1997,
representing  32%,  24%  and 23% of net  sales,  respectively.   The
Company  capitalized  $3.2 million of product development  costs  in
1995,  $3.6  million  in  1996  and  $2.6  million  in  1997.   This
represented  47%,  51%  and  37%  of  total  product  research   and
development  expenditures in these periods.  The Company anticipates
that  its  investment in new product research will  continue  to  be
significant  as  Tripos invests in the growth  of  web-based  tools,
desktop  applications, diverse compound libraries, and its  recently
acquired laboratory facilities.

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

Tripos  offers its customers software consulting services  by  which
the  Company builds customized systems solutions.  Chemical research
teams  require  improved  information  access  and  usage  in  their
discovery process.  The Company is helping its customers meet  these
needs  by  applying  its  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.

Proprietary Rights

The  Company  relies  primarily upon  a  combination  of  copyright,
trademark  and  trade  secret  laws and license  and  non-disclosure
agreements  to establish and protect the proprietary rights  in  its
products.   In  addition, the Company has obtained one  patent  with
respect to its SYBYL QSAR product which expires June 18, 2008.   The
Company  has  just recently been granted a patent on Hologram  QSAR.
During  the  years 1996 and 1997, the Company applied for  five  (5)
additional  patents.  The source code for the Company's products  is
protected  both as a trade secret and as an unpublished, copyrighted
work.   In  addition, the Company's software products are  developed
and manufactured only at its St. Louis facility and the Company does
not  disclose  the  source  code for its  products  to  any  of  its
subsidiaries or distributors.  The Company supplies its source  code
under  special,  restrictive  license  provisions  to  customers  on
special  request.  All software products are shipped  from  its  St.
Louis   facility.    Optiverse  chemical  compound   libraries   are
manufactured  and  shipped  by MDS Panlabs,  Inc.  at  its  Bothell,
Washington  location.  Targeted compound libraries are  manufactured
and  shipped  by  Tripos Receptor Research from  its  Bude,  England
facilities.   Despite these precautions, it may be  possible  for  a
third  party  to  copy  or otherwise obtain and  use  the  Company's
products or technology without authorization, or to develop  similar
technology  independently.   In addition,  effective  copyright  and
trade  secret  protection may be unavailable or limited  in  certain
foreign  countries  where the Company does  business.   Because  the
markets  in  which the Company competes are characterized  by  rapid
technological change, the Company believes that factors such as  the
technological  and  creative skills of its  personnel,  new  product
development,  frequent product enhancements,  name  recognition  and
reliable product maintenance are more important to establishing  and
maintaining a technology leadership position than the various  legal
protections of its technology.

The  Company licenses its workstation software through the execution
of  license agreements.  The Company licenses its personal  computer
software  products  by use of a "shrink wrap"  license.   A  "shrink
wrap"  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.

The Company has a number of contracts with academic institutions and
individuals providing the Company the right to license,  market  and
use technology developed outside the Company.  These products, while
important  for  the Company's ability to offer an  enriched  product
line, do not represent a material percentage of the Company's annual
revenue.

Compound, consulting, contract research and collaborative agreements
require specific documentation regarding defined proprietary rights,
responsibilities of the parties, and/or allowed use of  any  related
compounds or libraries of compounds.

Competition

The  Company operates in a highly competitive industry characterized
by  rapidly  changing technology, frequent new product introductions
and  enhancements,  and  evolving industry standards.   The  Company
competes  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.  The Company's Accelerated 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 experienced by the Company in its existing and  targeted
markets  could result in price reductions, reduced margins and  loss
of  market share, all of which could have an adverse effect  on  the
Company.   A  number  of  the  Company's existing  competitors  have
significantly  greater financial, technical and marketing  resources
than  the Company.  The Company believes that the principal  factors
affecting   competition  in  its  markets   are   product   quality,
performance,  reliability,  ease  of  use,  technical  service   and
support,  and price.  It is expected 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 the Company believes  that  it
currently  competes favorably with respect to these  factors,  there
can  be  no  assurance  that the Company will  be  able  to  compete
successfully  against  current and future competitors  or  that  the
competitive pressures faced by the Company will not have a  material
effect on its business, operating results or financial condition.

Production

The  Company's software production operations consist of assembling,
packaging  and  shipping  the software  and  database  products  and
documentation needed to fulfill orders.  Outside vendors provide CD-
ROM   duplication,  printing  of  documentation,  manufacturing   of
packaging  materials and assembly of the Company's desktop products.
The Company typically ships its software products promptly after the
acceptance  of  a  customer purchase order and the  execution  of  a
software  license  agreement.  Accordingly,  the  Company  does  not
generally  have  any significant software backlog, and  the  Company
believes  that  backlog at any particular time, or  fluctuations  in
backlog, are not indicative of sales for any succeeding period.

Optiverse chemical compounds are designed by Tripos and manufactured
by   MDS  Panlabs,  Inc.  at  their  Bothell,  Washington  facility.
Compound  sales are shipped shortly after the execution of  a  sales
contract  between  the  customer,  MDS  Panlabs  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.   While backlogs  at  Tripos  Receptor
Research in Bude, England have been immaterial in the past, they may
experience comparable obstacles in shipment preparation of  targeted
libraries (or custom compound libraries).

Significant Customers

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

International Sales

The  Company  sells its software products through its  wholly  owned
subsidiaries in Europe, through an exclusive distributor  in  Japan,
and  through non-exclusive agency relationships in Singapore, China,
Korea,  and Taiwan.  Net sales from the Company's activities outside
of  North America represented approximately 49%, 48% and 41% of  the
Company's  total  net  sales in 1995, 1996, and 1997,  respectively.
Net  sales in Europe accounted for 39%, 38% and 32% of the Company's
net  sales  in 1995, 1996, and 1997, respectively, with the  balance
from  customers  in  the  Pacific Rim.  The  Company  believes  that
revenues from its foreign activities will continue to account for  a
significant percentage of its total net sales.  See Note  8  to  the
consolidated financial statements, Geographic Segment Data,  in  the
Company's Annual Report.

Employees

As  of  December 31, 1997, the Company had a total of 147 employees,
of  whom  111  were  based in the United States and  36  were  based
internationally.  Of that total, 60 were engaged in marketing, sales
and related customer-support services, 46 in product development, 10
in   chemistry   laboratory  activities  and   31   in   operations,
administration,  MIS and finance.  The Company's future  success  is
significantly  dependent  on  the  continued  service  of  its   key
technical and senior management personnel and its continuing ability
to  attract  and  retain highly qualified technical  and  managerial
personnel.   None  of the Company's employees are represented  by  a
labor  union nor covered by a collective bargaining agreement.   The
Company  has  not experienced any work stoppages and  considers  its
relations with employees to be good.

Executive Officers and Key Employees

The  information required by this item is included in the  Company's
Proxy   Statement   in  connection  with  its  Annual   Meeting   of
Shareholders  to  be  held  on  May  7,  1998  under   the   caption
"Management", and is incorporated herein by reference.

Item 2.   Properties

The Company's principal administrative, sales, marketing and product
development  facilities are located in St. Louis,  Missouri.   These
facilities  are owned by the Company and are financed by a  mortgage
note  to  NationsBank, N.A.  The Company leases two  other  domestic
sales  and  service  offices in Shrewsbury, New Jersey  and  Redwood
City,  California.  The Company's European subsidiaries lease  sales
and  service offices in the United Kingdom, France and Germany.  The
Company  believes that its existing facilities are adequate for  its
current needs and that additional space will be available as needed.
Laboratory  facilities  in  Bude,  England  are  currently   leased,
however,  the  Company expects to own and operate new facilities  in
1998.

Item 3.   Legal Proceedings

The  Company 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 the Company's 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 the Company's  shareholders
during  the  fourth  quarter of its fiscal year ended  December  31,
1997.

Part II

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

The  Company's  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  Company's
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.
                                          1997 
                                  High            Low
     First quarter......        $23.750         $11.750
     
     Second quarter.....        $19.125         $13.250
     
     Third quarter......        $19.500         $12.500
     
     Fourth quarter.....        $20.000         $13.375
     
                                               
                                          1996 
                                  High            Low
     First quarter......        $10.000         $ 6.750
     
     Second quarter.....        $ 9.750         $ 6.000
     
     Third quarter......        $11.875         $ 6.500
     
     Fourth quarter.....        $19.250         $10.750
     

The Company had approximately 1,000 shareholders of record and 2,700
street  name holders as of December 31, 1997.  The Company  has  not
declared  or  paid any dividends on its Common Stock.   The  Company
currently  intends  to  retain earnings for  use  in  its  business,
therefore,  it  does  not anticipate paying cash  dividends  in  the
foreseeable future to common shareholders.

Item 6.   Selected Financial Data

 Selected Consolidated Financial                                  
               Data
                                                                       
Consolidated Statements       Year     Year     Year     Year     Year
                             ended    ended    ended    ended    ended
   of Operations          December December December December December
  (In thousands, except   31, 1997 31, 1996 31, 1995 31, 1994 31, 1993
   per share amounts)
                                                                      
Net Sales:                     

   Software licenses.....   10,117   $9,186   $8,651   $8,848   $8,467
       
   Support...............    7,209    6,715    6,510    5,564    4,380
 
   Accelerated discovery                                             
   services..............    7,737    9,053    2,111        -         
   Hardware..............    5,125    3,832    3,825    5,190    5,130

                                   
       Total net sales...   30,188   28,786   21,097   19,602   17,977
                                                                             
   Cost of sales.........    9,999    9,990    6,458    6,416    5,845
   
                                                                    
   Gross profit...........  20,189   18,796   14,639   13,186   12,132
 
                                                                      
   Operating expenses:
                                              
    Sales and marketing...   10,065   10,705    9,951    8,259    7,343

    Research & development    4,359    3,388    3,559    3,409    2,958
 
    General & administrative  2,391    2,399    1,449    1,208    1,371
          
    Restructuring charge          -        -    2,165        -        -
              
                                                                      
   Total operating expenses  16,815   16,492   17,124   12,876   11,672
                 
                                                                      
Income (loss) from operations 3,374    2,304  (2,485)      310      460
              
Other income (expense), net     511      408     450       228       (9)
                                                                              
Income (loss) before income 
      taxes..............     3,885    2,712  (2,035)      538      451        
                  
                                                                          
Income tax expense (benefit)  1,305      760    (339)      186        7
              
                                                                      
Net income (loss).........    2,580   $1,952 $(1,696)     $352     $444
      
                                                                      
Basic earnings (loss)                                                 
        per share (1)(2)..    $0.84    $0.67  $(0.59)    $0.10    $0.08
               
Basic weighted average                                                
      number of shares        3,085    2,923    2,860    2,845    2,746

                                                                      
Diluted earnings (loss)                                               
      per share (1)(2)        $0.74    $0.61  $(0.59)    $0.10    $0.08
              
Diluted weighted average                                              
      number of shares        3,504    3,222    2,860    2,846    2,746
           
                                                                      
Consolidated Balance Sheet Data                                       
   (at year end)  (3)
                                              
   Working capital         $  8,764  $10,360 $  8,638  $10,045  $ 2,847
   
   Due to parent           $      -  $     - $      -  $     -  $ 6,137
  
   Total assets            $ 32,610  $24,509 $ 19,059  $21,134  $12,115
 
Long-term debt, less                                                  
      current portion      $  3,367  $     - $      -  $     -  $     -
       
Total shareholders'                                                   
      equity (deficit)     $ 18,909  $14,367 $ 11,322  $12,828  $ (290)
    
                                                                      
(1)  The earnings per share calculations for 1994 and 1993 are pro
     forma calculations which reflect the effects of adjustments to historical
     results of operations for estimates of the costs which would have been
     incurred by Tripos during the respective periods on a stand-alone     
     basis.
(2)  Earnings per share for 1996 and prior periods has been restated
     to reflect the adoption of FAS 128.
(3)  See Note 1 of the Notes to Consolidated Financial Statements for
     discussion of 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 discovery research company with unique  expertise
in   molecular  informatics.   Tripos  supplies  software,  chemical
compound  libraries  and  collaborative  research  services  to  the
pharmaceutical,  biotechnology  and other  life  science  industries
worldwide.

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."   The  Company  is
under no obligation to update any forward-looking statements in this
section.

The Company's revenues and expenses can vary from quarter to quarter
depending upon, among other things, the capital expenditure  budgets
of  its  customers, lengthy sales cycles, market acceptance  of  new
products  and enhanced versions of existing products, the timing  of
new  product introductions by the Company and other vendors, changes
in  pricing policies by the Company, partners and other vendors, and
changes   in  general  economic  and  competitive  conditions.    In
addition, a substantial portion of the Company's 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.   The   Company   typically
experiences  greater  gross margins on software  licenses,  contract
research,  custom software development and chemical  compound  sales
than  on sales of hardware.  The Company's profitability depends  in
part  on  the  mix of its revenue components and not necessarily  on
total revenues.

The Company provides software licenses that are activated and remain
active based on the date and time of the computer where the software
resides.   The Company relies on the hardware suppliers  to  address
any  and  all Year 2000 issues and provide letters of compliance  to
the  Company.   The  total dollar amount that the Company  estimates
will be spent to remediate its Year 2000 issues will not be material
and  should  not  affect  future financial  results  of  operations,
liquidity or capital resources.

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):

                              1997    1996   1995
  Net sales:                                   
   Software licenses           33%    32%     41%
   Support                     24      23     31
   Accelerated discovery       26      32     10
   services
   Hardware                    17      13     18
     Total net sales           100    100     100
                                               
  Cost of sales:
   Software licenses           17      19     19
   Support                      2       5      3
   Accelerated discovery       45      49     56
   services
   Hardware                    91      92     89
     Total cost of sales       33      35     31
                                             
  Gross profit                 67      65     69
                                               
  Operating expenses:
   Sales and marketing         33      37     47
   Research and development    15      12     17
   General and                  8       8      7
   administrative
   Restructuring charge         -      -      10
     Total operating           56      57     81
   expenses
                                             
  Income (loss) from           11      8     (12)
  operations
  Other income (expense), net   2      1       2
                                               
  Net income (loss) before                     
    income taxes               13      9     (10)
                                             
  Income tax expense            4      2      (2)
  (benefit)
                                             
  Net income (loss)             9      7      (8)

Net Sales
Net sales increased approximately 36% from $21.1 million in 1995  to
$28.8  million  in 1996, and increased 5% in 1997 to $30.2  million.
These  fluctuations  in net sales were principally  attributable  to
sales  of  diverse  chemical compound libraries in  the  Accelerated
Discovery Services ("ADS") business.  The changes were augmented  by
increases  in  software  and  support  sales.   New  product   sales
represented 14% of software license sales in 1995, 11% in 1996,  and
17% in 1997.  Tripos generates a substantial portion of its revenues
from  the  pharmaceutical  industry.  Net  sales  to  this  industry
accounted for approximately 58%, 58%, and 62% of the Company's total
net sales in 1995, 1996, and 1997, respectively.

The  Company  sells  its  products and services  directly  in  North
America, through its wholly owned subsidiaries in Europe, through an
exclusive  distributor  arrangement  in  Japan,  and  through   non-
exclusive  agency  relationships  in  China,  Korea,  Singapore  and
Taiwan.   Net sales from the Company's activities outside  of  North
America  represented approximately 49%, 48% and 41% of the Company's
total net sales in 1995, 1996 and 1997, respectively.  Net sales  in
Europe accounted for 39%, 38%, and 32% of the Company's net sales in
1995,  1996, and 1997, respectively, with the balance from customers
in  the  Pacific Rim area, principally Japan.  The Company  believes
that  revenues from its foreign activities will continue to  account
for a significant percentage of its total net sales.

List  prices  for  the  Company's products have remained  relatively
stable  over  the  last few years.  In 1996,  the  Company   started
selling   flexible  software  licenses  in  addition  to   perpetual
licenses.   A flexible license includes a minimum level  of  modules
for  a  minimum total price.  In 1997, 18% of software license sales
were sold in the form of a flexible license.  As a result of selling
more modules through flexible licenses, the average software license
revenue per customer has increased.  The sale price for the chemical
compound libraries increased slightly as a result of the increase in
the  size  and  number of the orders in 1996 versus  1995  when  the
product  was introduced.  In 1997, the demand for a highly  purified
product  caused  a  decline in the number of large  orders  for  the
entire  chemical  compound library resulting in  a  decline  in  the
number  of  orders and the average sales price.  In  1997,  existing
customers  represented 85% of total net sales compared with  87%  in
1996.   Increasing net sales from period to period is dependent,  in
part,  on the Company's ability to introduce new products which  are
accepted by the market and on the Company's ability to penetrate new
and existing markets.

Software  license sales increased 6% from $8.7 million  in  1995  to
$9.2 million in 1996 and increased 10% to $10.1 million in 1997. The
increase  in  1996 and 1997 is attributable to the increase  in  the
number  of  new  products  introduced, the  increase  in  orders  of
worldwide  licenses  for  the  large pharmaceutical  companies,  the
increased penetration into the biotechnology sector, a large  custom
software development contract and flexible term licensing.

Support sales increased 3% from $6.5 million in 1995 to $6.7 million
in  1996, and increased 7% to $7.2 million in 1997.  The increase in
1996  and  1997  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.

The  Company  introduced the Accelerated Discovery Services  ("ADS")
product  line  in  September 1995.  Through  an  alliance  with  MDS
Panlabs,  Inc.,  the  Company sells diverse compound  libraries  and
contract   research.   The  Company  also  licenses  its   ChemSpace
technology through this product line.  ADS sales increased  329%  to
$9.1 million in 1996 from $2.1 million in 1995 and decreased 15%  to
$7.7  million in 1997.  The increase in compound library revenue  in
1996 is due to the increase in the number of compounds available for
sale,  from  40,000  to 80,000 and a larger sales  and  distribution
force.   The decrease in 1997 is due to a shift in the market  which
demanded  a highly-purified chemical compound library.  Despite  the
anticipation  of  this  demand and the  purchase  of  a  specialized
apparatus  for  compound  purification,  the  delay  in  receipt  of
equipment  and subsequent further delay in the purification  process
caused  a  nine-month slippage in new product.  In April  1997,  the
partnership  agreed to shift MDS Panlabs' resources  from  continued
synthesis  of  the  existing product line  to  purification  of  the
existing  library to generate new products.  In December  1997,  the
Company  and MDS Panlabs started restructuring their agreement.   It
is  possible  that the collaboration will terminate  and  while  the
companies  will  continue to market the existing  chemical  compound
library,  they  may  discontinue production of a  new  library.   In
addition,  the  Company is seeking highly-pure third  party  diverse
chemical  compounds for distribution to continue generating  revenue
from  this market.  The Company expects to return to growth  in  ADS
sales by third quarter 1998.

Hardware  revenues were $3.8 million in 1995 and 1996 and  increased
by  34%  to $5.1 million in 1997.  The increase in 1997 reflects  an
increase  in  the average order amount from customers who  purchased
the Company's software bundled with the hardware.

Cost of Sales
Total  cost of sales increased 55% from $6.5 million in 1995 to  $10
million  in  1996  and  1997, which represents  31%,  35%  and  33%,
respectively,  of total net sales. The cost of the diverse  compound
libraries was the principal factor in the overall increase  in  cost
of  sales  in  1996.  In 1997, the decline in the costs  of  diverse
compound libraries as a result of the decline in sales was offset by
the  increase  in  hardware costs corresponding to the  increase  in
hardware sales.

Costs  of software licenses represented 19%, 19% and 17% of software
license  sales  in  1995,  1996, and 1997, respectively.   Costs  of
software  licenses consists 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 decreased in 1997  due  to  a
decrease in royalties paid to distributors in the Pacific Rim due to
a decline in revenues in that territory for the year.

Costs of support represented 3%, 5% and 2% of support sales in 1995,
1996,  and 1997, respectively.  Cost of support principally consists
of  software  product packaging, media and updates to documentation.
The  increase in costs of sales for support in 1996 is based on  the
shipment  of  a  major release of software to a  base  of  over  700
customers.   The  decrease  in  1997 is  due  to  lowered  costs  of
documentation.

Costs  of  ADS  represented 56%, 49% and 45% of ADS sales  in  1995,
1996,  and  1997,  respectively.  Cost of ADS  represent  the  costs
associated  with  the  design and creation of the  diverse  compound
libraries.   The  decrease in the costs of ADS as  a  percentage  of
sales is due to the increase of higher margin contract research  and
ChemSpace  revenues,  and  the decrease in  the  royalties  for  the
chemical compound libraries as a result of the decline in the  sales
of  the library.  The Company expects the costs of this product line
to  decline  slightly  as a percentage of sales  in  the  future  as
contract  research and ChemSpace revenues become a higher percentage
of the product mix.

Costs of hardware represented 89%, 92% and 91% of hardware sales  in
1995,  1996  and  1997,  respectively.  Cost  of  hardware  consists
primarily  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 $14.6 million in 1995, $18.8 million in 1996,  and
$20.2  million in 1997, which represents gross profits of  69%,  65%
and  67%,  respectively.   The decrease in  the  1996  gross  profit
percentage  was due to the increase in compound library sales  which
have  higher cost of sales than software and support.  The  increase
in  the 1997 gross profit was due to a decline in the percentage  of
compound  library  sales and an increase in higher  margin  software
license, support, contract research and ChemSpace sales. The Company
believes  that  gross profit will improve as higher margin  contract
research and software license revenues increase.

Sales and Marketing Expenses
Sales and marketing expenses increased 8% from $10.0 million in 1995
to $10.7 million in 1996, and decreased 6% to $10.1 million in 1997.
The increase in 1996 was primarily due to the expansion of the sales
and  marketing  organization in Europe  for  the  sale  of  the  ADS
product  line, the creation of a business development and  strategic
relations department, and increases in marketing and selling of  new
products.  The  decrease in 1997 was due to a   reclassification  of
certain  expenses  to General & Administrative  and  a  decrease  in
overall sales costs. Sales and marketing expenses as a percentage of
net  sales  decreased from 47% in 1995 to 37% in 1996, and decreased
to  33% in 1997. The decrease in sales and marketing expenses  as  a
percentage  of  sales is a function of increased  sales  along  with
improved  efficiencies  among the sales  and  marketing  staff.  The
Company  expects total sales and marketing expenses as a  percentage
of  net sales to decline slightly in the future as cost efficiencies
continue  to  be  implemented in the worldwide sales  and  marketing
staff.

Research and Development Expenses
Research and development expenses decreased 5% from $3.6 million  in
1995  to $3.4 million in 1996, and increased 29% to $4.4 million  in
1997,  representing  17%, 12%, and 15% of net  sales,  respectively.
The  decrease  in  1996  was  primarily  due  to  the  reduction  in
development staff resulting from the discontinuation of  the  Unison
product  in  December 1995.  The increase in  1997  is  due  to  the
decrease  in  the amount of capitalized costs as the  Company  moves
from   long-term  software  development  cycles  to  a  shorter-term
development cycle for web-based software applications.

Research   and  development  expenses,  including  the   amount   of
capitalized  costs were $6.8 million in 1995, $7.0 million  in  1996
and  $6.9 million in 1997 which represents 32%, 24%, and 23% of  net
sales,  respectively.   In accordance with  Statement  of  Financial
Accounting  Standards  No.  86,  the  Company  capitalizes  software
development  costs.  The Company also capitalizes  compound  library
creation  and  design costs.  The total amount of costs  capitalized
was  $3.2  million, $3.6 million and $2.6 million in 1995, 1996  and
1997,  respectively.  This represented 47%, 51%  and  37%  of  total
product research and development expenditures in these periods.  The
Company anticipates that its investment in new product research will
remain at comparable levels as Tripos continues development in  web-
based  tools,  desktop applications, diverse compound libraries  and
expands its recently acquired laboratory facilities.

General and administrative
General  and administrative expenses increased 66% from $1.4 million
in  1995 to $2.4 million in 1996 and 1997, representing 7%, 8%,  and
8%  of net sales, respectively.  The increase in expenses in 1996 is
the  result  of  an  increase in the bad debt  provision,  increased
shareholder  relations activities and funding the Company  incentive
bonus  pool  for  exceeding operating income goals.   In  1997,  the
decline  in  the  Company sponsored bonus pool  was  offset  by  the
reclassification  of certain expenses that were considered  Sales  &
Marketing  expenses  in  1996.  The  Company  expects  general   and
administrative to remain at comparable levels in the future.

Restructuring Charge
The  Company  incurred  a  non-recurring  restructuring  charge   of
approximately $2.2 million in the fourth quarter of 1995 related  to
the  discontinuation  of development, marketing  and  sales  of  the
Unison  product  line.   The  Company  discontinued  this  line   in
conjunction  with  an  alliance which  was  formed  with  its  major
competitor in the market where this product was sold.  This alliance
allowed the Company to reallocate certain resources to the continued
development of other product lines. The charge represented the write-
off  of  previously  capitalized development  costs,  write-down  of
assets  used  in  product  development,  settlement  of  contractual
obligations, and severance costs.

All  cash  outlays related to the restructuring for severance  costs
and  settlement of contractual obligations have been paid out as  of
December  31, 1996.  The amount reserved for these cash outlays  was
estimated at $447,000 and occurred principally in the first  quarter
of  1996.  The source of funding was cash generated from operations.
The remaining components of the restructuring charge represented the
write-down  of  previously  capitalized development  costs  of  $1.6
million  and  the write-off of equipment used in the development  of
the  product of $110,000.  The effects of the restructuring plan  on
operating  results for 1996 and 1997 were realized  through  reduced
annual  amortization charges of $139,000 and reduced labor costs  of
$350,000.  The  impact  on annual revenues in  1996  and  1997  were
considered minimal as the Unison product contributed less than 5% of
software license sales in 1995.

Interest Income
Interest  income of $424,000 in 1995, $425,000 in 1996 and  $544,000
in  1997, was from interest earned on investments.  The increase  in
interest income in 1997 was due to the addition of interest  bearing
notes receivable.

Income Tax Expense
The Company's tax expense (benefit) was $(339,000) in 1995, $760,000
in  1996 and $1.3 million in 1997.  The Company's effective tax rate
was  17%,  28%  and  34% for 1995, 1996 and 1997, respectively.  The
effective  rates  for  1995  and 1996  reflect  the  impact  of  net
operating loss carryforwards for which current benefits were not
recognized until the second quarter of 1996.

Liquidity and Capital Resources

The  Company's working capital decreased from $10.4 million in  1996
to  $8.8  million in 1997.  The decrease in working capital  is  the
result   of   the  Company's  investment  in  Arena  Pharmaceuticals
Corporation, the purchase of its corporate office building  and  the
acquisition of Tripos Receptor Research Ltd.

Net  cash  provided  by  operating activities  decreased  from  $4.9
million in 1996 to $4.4 million in 1997.  This was primarily due  to
an  increase  in  notes  receivable of  $1.7  million  for  customer
accounts  receivable  from  flexible  license  sales  offset  by  an
increase  in deferred revenue of $1.4 million due to both  increased
support billings at year end and flexible software license contracts
for the year.

Net cash used in investing activities increased from $4.5 million in
1996  to  $8.6  million  in  1997.   The  increase  relates  to  the
investment   in   Arena   Pharmaceuticals  and   Phase-1   Molecular
Toxicology, the purchase of its corporate office building and Tripos
Receptor  Research offset by the decrease in capitalized development
costs  and  the  proceeds from sales of investments  throughout  the
year.   The   Company  invests  available  cash  in  bank  deposits,
investment-grade   securities  and,  short-term   interest-producing
instruments, including government obligations and other money market
instruments.  The  Company anticipates that 1998  capital  purchases
will be comparable to 1997 due to the expansion of the facilities at
the  Company's  Tripos Receptor Research subsidiary  which  will  be
funded through operating activities.

Net  cash  provided  by  financing activities  increased  from  $1.0
million in 1996 to $4.2 million in 1997 as the result of issuance of
long-term debt for the purchase of the corporate office building and
stock issued pursuant to stock purchase and option plans.

Management  believes  that with the current cash  position  of  $5.3
million, short-term investments of $1.6 million, accounts receivable
of  $10.2 million, continued cash flow from operations, availability
of  a $2.5 million line-of-credit, and total current liabilities  of
$9.5  million,  the Company will be able to meet both its  liquidity
needs  and  capital  expenditure needs for the next  twelve  months.
Management  believes that the Company will be able  to  satisfy  its
known  long-term liabilities and liquidity needs through the funding
sources identified above.  The Company may seek to obtain additional
financing  at  any  time  in connection with the  Company's  product
development  efforts and its efforts to penetrate existing  and  new
markets for its products and services, depending upon the associated
working capital requirements.

Foreign Currency Translations

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

Cautionary Statements-Additional Important Factors to be Considered

The  Company's  future  results could differ materially  from  those
discussed  in this document. Factors that could contribute  to  such
differences, include, but are not limited to, the following:

Rapid Technological Change.
The software and discovery research industries are characterized  by
rapid  change  and uncertainty due to new and emerging technologies.
The  pace  of  change has recently accelerated due to the  Internet,
combinatorial chemistry software products, market demand  for  high-
throughput  purified chemical compound libraries  and  combinatorial
chemistry  companies entering the market.  There can be no assurance
that  Tripos  will be successful in developing or acquiring  product
enhancements  and  new  products necessary to  keep  pace  with  the
changing technologies.

Customer Acceptance.
While  the Company provides a database of the chemical compounds  in
its library and performs extensive usability and beta-testing of its
new  software  products, user acceptance and  corporate  penetration
rates  ultimately dictate the success of development  and  marketing
efforts.

Competition.
The software and discovery research industry are highly competitive.
A  number  of  companies offer products that target  these  markets.
Tripos competes with software and discovery research vendors for the
research budgets of pharmaceutical, biotechnology, agrochemical  and
related  companies.  It is possible that there will be consolidation
in  the  market  of  competitive  software  and  discovery  research
vendors.  Certain  of the Company's competitors  have  substantially
greater  financial,  technical, marketing and sales  resources  than
Tripos.

Dependence on and Relationship with MDS Panlabs, Inc.
In  1995,  the  Company announced a collaboration with MDS  Panlabs,
Inc.,  a  contract  research  organization  in  Bothell,  WA.    The
collaboration  is  for  contract research sales  and  the  sales  of
compound  libraries.   The Company is responsible  for  the  design,
sales  and  marketing  of  the  libraries,  while  MDS  Panlabs   is
responsible  for  the  synthesis,  storage  and  shipment   of   the
libraries.   In 1996, 32% of the Company's sales were from  the  ADS
business where the revenues from the collaboration are reported.  In
1997,  26% of the Company's revenues were from the sale of  chemical
compound  libraries, ChemSpace and contract research.  This  decline
is due to a shift in the market to demand a highly-purified chemical
compound library.  Despite the anticipation of this demand  and  the
purchase  of a specialized apparatus for compound purification,  the
delay  in receipt of equipment and subsequent further delay  in  the
purification  process caused a nine-month slippage in  new  product.
In  April  1997,  the  partnership  agreed  to  shift  MDS  Panlabs'
resources from continued synthesis of the existing product  line  to
purification  of the existing library to generate new products.   In
December  1997,  the  Company and MDS Panlabs started  restructuring
their  agreement.   It  is  possible  that  the  collaboration  will
terminate  and  while  the companies will  continue  to  market  the
existing  chemical  compound  library,  they  may  discontinue   the
production  of the new library.  The Company is seeking  highly-pure
third  party diverse chemical compounds for distribution to continue
generating revenue from this market.

Dependence on Key Personnel.
Tripos'  continued success depends to a significant degree upon  the
continued service of its President and CEO, John  P. McAlister,  and
other  key technical and senior management personnel.  The  loss  of
the  services of Dr. McAlister or any other key personnel,  and  the
inability of the Company to attract and retain suitable replacements
could have a material adverse effect on the Company.

Possible Acquisitions.
The  Company  may  make  acquisitions in the  future.   Acquisitions
involve  numerous risks, including difficulties in the  assimilation
of  the  operations  and  products of the  acquired  companies,  the
diversion  of  management's attention from other business  concerns,
risks  of  entering markets in which the Company has  no  or  little
direct  experience,  and  potential loss of  key  employees  of  the
acquired companies.


Item 8.   Financial Statements and Supplementary Data

         Consolidated Balance Sheets                           
                                                   Year         Year
                                                  ended        ended
                                               December     December
                                               31, 1997     31, 1996
Assets:                                                        

  Current assets:                                             
     Cash and cash equivalents                $5,277,469    $5,393,074
     Investments                               1,647,073     3,335,444         
     Accounts receivable, less allowance for
      doubtful accounts of  $78,420 in 1997
      and $77,381 in 1996                     10,246,743    10,557,620
     Inventory                                   414,626            -
     Prepaid expenses                            520,440      495,571
     Deferred income taxes                       137,000      118,000
                                         
   Total current assets                       18,243,351   19,899,709
                                                                              
  Notes receivable-trade                       1,703,056            -
  Notes receivable-other                         791,357            -
  Property and equipment, less
   accumulated depreciation                    5,994,500    1,163,645

  Capitalized development costs, net of                               
   accumulated amortization of
   $7,220,643 in 1997 and $4,945,567
   in 1996                                     3,412,062    3,130,013

  Goodwill, net of accumulated amortization
   of $12,450 in 1997                          1,170,890            -

  Other, net                                   1,295,228      315,667

Total assets                                 $32,610,444  $24,509,034

                                                        
 Liabilities and shareholders' equity:                 
                                                               
  Current liabilities:
   Accounts payable                           $1,389,946    $ 844,920
   Current portion of long-term debt             178,000            -
   Accrued expenses                            3,216,366    5,305,603
   Deferred revenue                            4,695,375    3,389,129
                                                                 
  Total current liabilities                    9,479,687    9,539,652
                                                                          
Long-term debt                                 3,367,167            -
Deferred income taxes                            855,000      602,000

Shareholders' equity
  Common stock, $.01 par value; authorized                
  20,000,000 shares; issued and outstanding
  3,171,803 shares in 1997 and 3,012,052
  shares in 1996                                  31,718       30,121

  Additional paid-in capital                  17,342,956   15,219,679
  Retained earnings (deficit)                  1,198,360   (1,381,501)
  Cumulative translation adjustment              335,556      499,083
                                                                    
  Total shareholders' equity                  18,908,590   14,367,382
                                                                   
Total liabilities and shareholders' equity   $32,610,444  $24,509,034

                                                               
See notes to consolidated financial statements                      


       Consolidated Statements of Operations                        
                                                               
                                            Year          Year          Year
                                           ended         ended         ended
                                        December      December      December
                                        31, 1997      31, 1996      31, 1995
Net sales:                                                
   Software licenses                 $10,117,342    $9,185,917    $8,650,772
   Support                             7,209,475     6,715,669     6,510,213
   Accelerated discovery services      7,736,952     9,053,042     2,111,518
   Hardware                            5,124,531     3,831,765     3,825,035
                                                                    
Total net sales                       30,188,300    28,786,393    21,097,538
              
Cost of sales:                                  
   Software licenses                   1,679,025     1,735,380     1,664,070
   Support                               163,277       305,000       214,088
   Accelerated discovery services      3,519,417     4,422,477     1,181,995
   Hardware                            4,637,861     3,527,871     3,398,023
                                                                    
Total cost of sales                    9,999,580     9,990,728     6,458,176

                                                                    
Gross profit                          20,188,720    18,795,665    14,639,362
                                                                    
Operating expenses:                                  
   Sales and marketing                10,065,100    10,704,959     9,951,160
   Research and development            4,359,344     3,387,500     3,559,320
   General and administrative          2,390,742     2,399,003     1,449,109
   Restructuring charge                        -             -     2,164,462
                                                                         
Total operating expenses              16,815,186    16,491,462    17,124,051

Income (loss) from operations          3,373,534     2,304,203    (2,484,689)
                                                                    
Interest income                          543,628       424,826       424,253
Interest expense                         (49,744)      (12,860)       (3,425)
Other income (expense), net               17,796        (3,953)       28,707
                                                                    
Income (loss) before income taxes      3,885,214     2,712,216    (2,035,154)
                                                                    
Income tax expense (benefit)           1,305,353       760,000      (339,431)

Net income (loss)                     $2,579,861    $1,952,216   $(1,695,723)
                                                               
Basic earnings (loss) per share            $0.84         $0.67        $(0.59)
                                                                    
Basic weighted average number of
shares                                 3,085,077     2,923,284     2,859,533
                                                                    
Diluted earnings (loss) per share          $0.74         $0.61        $(0.59)
                                                               
Diluted weighted average number of
shares                                 3,503,946    3,221,980      2,859,533
                                                               
See notes to consolidated financial statements


Consolidated Statements of Cash Flows
                                                                 
                                             Year         Year          Year
                                            ended        ended         ended
                                         December     December      December
                                         31, 1997     31, 1996      31, 1995
Operating activities:                                            
Net income (loss)                      $2,579,861   $1,952,216   $(1,695,723)
                                                                      
Adjustments to reconcile net income (loss)                          
to net cash provided by operating activities:                       
  Depreciation of property and                                    
   equipment                              825,854      790,190     1,017,075
  Amortization of capitalized                                     
   development costs and goodwill       2,302,976    2,484,897     1,404,739
  Deferred income taxes                   234,000      289,000      (446,431)
  Net (gain) loss from sale of                                    
   property, plant & equipment                  -      (25,264)       18,292
  Non-cash restructuring charge                 -            -     1,717,722
                                                                      
  Change in operating assets and liabilities:                         
   Accounts receivable                     67,165   (3,055,248)      295,518
   Notes receivable, trade             (1,703,056)           -             -
   Prepaid expenses and                                            
    other current assets                  (50,257)      (1,022)      374,065
   Accounts payable and accrued
    expenses                           (1,225,286)   2,449,341      (910,232)
   Deferred revenue                     1,383,401       25,826       171,013
                                                                      
Net cash provided by operating
   activities                           4,414,658    4,909,936     1,946,038
                                                                      
Investing activities:                                                 
   Purchases of investments              (851,037)  (2,465,000)   (3,178,637)
   Notes receivable, other               (791,357)           -             -
   Sales and maturities of investments  2,539,408    2,308,193     6,855,373
   Purchases of property and equipment (5,687,423)    (734,604)     (680,916)
   Capitalized development costs       (2,341,589)  (3,320,411)   (3,176,884)
   Acquisition, including equity
    investments                        (1,488,221)    (298,385)            -
                                                                      
Net cash used in investing activities  (8,620,219)  (4,510,207)     (181,064)
                                                                      
Financing activities:                                                 
  Proceeds from stock issuance                                         
   pursuant to stock purchase and
   option plans                           657,471      984,297       128,974
  Proceeds from issuance of
   long-term debt                       3,560,000            -             -
  Payments on long-term debt              (14,833)           -             -
                                                                      
Net cash provided by 
  financing activities                  4,202,638      984,297       128,974
                                                                      
Effect of foreign exchange rate                                  
 changes on cash and cash equivalents    (112,682)      54,244       128,944
                                                                      
Net increase (decrease) in cash and
 cash equivalents                        (115,605)   1,438,270     2,022,892
                                                                      
Cash and cash equivalents at                                          
 beginning of year                      5,393,074    3,954,804     1,931,912
                                                                      
Cash and cash equivalents at
 end of year                           $5,277,469   $5,393,074    $3,954,804
                                                                      
See notes to consolidated financial statements                   


Consolidated Statements of Shareholders' Equity                              
<TABLE>
<CAPTION>                                                                      
                                          Additional      Retained       Foreign          Total
                        Common Stock         Paid-in      Earnings      Currency  Shareholders'         
                     Shares      Amount      Capital     (Deficit)   Translation         Equity
<S>                  <C>        <C>      <C>          <C>               <C>         <C> 
Balance at                                                                  
December 31, 1994    2,854,740  $28,547  $14,107,982  $(1,637,994)      $329,304    $12,827,839
                                                                             
Stock issued under                                                           
stock purchase plan     21,890      220      111,082            -              -        111,302
                                                                             
Stock issued under                                                           
stock option plan        3,133       31       17,641            -              -         17,672
                                                                             
Translation
adjustment                   -        -            -            -         61,265         61,265
                                                                             
Net loss                     -        -            -   (1,695,723)             -     (1,695,723)
                                                                             
Balance at                                                                   
December 31, 1995    2,879,763   28,798   14,236,705   (3,333,717)       390,569     11,322,355
                                                                             
Stock issued under                                                           
stock purchase plan     32,602      326      164,435            -              -        164,761
                                                                             
Stock issued under                                                           
stock option plan       98,264      983      801,803            -              -        802,786
                                                                             
Stock issued under                                                           
director compensation
plan                     1,423       14       16,736            -              -         16,750
                                                                             
Translation
adjustment                   -        -            -            -        108,514        108,514
                                                                             
Net income                   -        -            -    1,952,216              -      1,952,216
                                                                             
Balance at                                                                   
December 31, 1996    3,012,052   30,121   15,219,679   (1,381,501)       499,083     14,367,382
                                                                             
Stock issued under                                                           
stock purchase plan     42,321      423      360,729            -              -        361,152
                                                                             
Stock issued under                                                           
stock option plan       84,780      848      540,163            -              -        541,011
                                                                             
Stock issued under                                                           
director compensation
plan                     2,650       26       44,157            -              -         44,183
                                                                             
Stock and warrants                                                           
issued related to                                                            
acquisition             30,000      300    1,178,228            -              -      1,178,528
                                                                             
Translation
adjustment                   -        -            -            -       (163,527)      (163,527)

Net income                   -        -            -    2,579,861              -      2,579,861
                                                                             
Balance at                                                                   
December 31, 1997    3,171,803  $31,718  $17,342,956   $1,198,360       $335,556    $18,908,590
                                                                             
</TABLE>
See notes to consolidated financial statements


Notes to Consolidated Financial Statements   December 31, 1997

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.   The  Company is also a value-added reseller  of  third-
party  hardware products required to operate its software  products.
A  substantial  portion of the Company's business is conducted  with
pharmaceutical  companies, however, the Company 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  the  Company,  distributed   all
outstanding  shares  of  the common stock of the  Company  (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, the Company changed  its
name to Tripos, Inc.

Immediately prior to the Distribution, E&S transferred to additional
paid-in capital the Company's intercompany debt owed to E&S totaling
$6,421,380,  made a cash contribution to the Company of  $6,506,248,
compensated  the Company for a $403,000 tax benefit related  to  net
losses  incurred  by the Company during the period from  January  1,
1994  to  May  31,  1994, and transferred to  the  Company  the  E&S
European operations related to the Company.

Basis of  Consolidation
The  accompanying  consolidated  financial  statements  include  the
accounts  of  the  Company 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.

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
The   Company's  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 its U.K. subsidiary, Tripos Receptor Research  Ltd.,
and is carried at cost using a first-in, first-out method.

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

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,  thirty-nine years for the building, 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.
Costs  associated  with the design and creation of diverse  compound
libraries  related  to the Company's Accelerated Discovery  Services
are   also   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, the Company is using an estimated economic
life of three to five years.  Capitalized costs associated with  the
diverse compound libraries are amortized on a two year straight-line
method.

The  Company  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.

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,  the Company 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
The  Company recognizes revenue from software licenses and  chemical
compound  sales upon product delivery, customer acceptance with  all
obligations  fulfilled  at the date of delivery,  and  determination
that  collectibility of the sale proceeds is probable.  The  Company
recognizes revenue from software support contracts ratably over  the
term  of  the  contract,  typically one year.   Hardware  sales  are
recognized on delivery of the product from the Company's  vendor  to
the Company's customer.

The  Company  has  entered  into contract  research  agreements  and
consulting  arrangements with certain customers  which  provide  for
collaboration   with  the  Company  in  defining  related   software
products,  early access to the products, discounts on  licenses  for
the  products  developed and compound library design.   The  Company
recognizes  revenue  related  to contract  research  and  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
The  Company  is  a reseller of hardware and passes through  to  its
customers the standard warranties provided by the hardware supplier.
The Company warrants its application software products to perform in
accordance  with  written  user  documentation  and  the  agreements
negotiated with the customer.  Since the Company 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  the
Company's  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.

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
In  1997,  the Financial Accounting Standards Board issued Statement
No.  128  ("FAS 128"), "Earnings per Share".  FAS 128  replaced  the
calculation  of  primary and fully diluted earnings per  share  with
basic  and diluted earnings per share.  Unlike primary earnings  per
share,  basic  earnings per share excludes all dilutive  effects  of
options, warrants and convertible securities.  Diluted earnings  per
share  is  very  similar  to the previously reported  fully  diluted
earnings per share.  All earnings per share amounts for all  periods
have  been presented, and where appropriate, restated to conform  to
the FAS 128 requirements.

For  the Company, 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 15 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, the Company 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.  The Company has adopted the disclosure
only  provisions  of SFAS 123 as shown in Note 6 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 October 1997, the Accounting Standards Executive Committee of the
AICPA  issued  statement  of Position 97-2 ("SOP  97-2"),  "Software
Revenue  Recognition".  SOP 97-2 is effective for  the  Company  for
transactions entered into beginning on January 1, 1998.   Management
is  evaluating the impact, if any, of SOP 97-2 on its 1998 financial
statements.

In  June 1997, the Financial Accounting Standards Board issued  SFAS
130,   "Reporting  Comprehensive  Income"  and  SFAS  131,  "Segment
Information".   Both  of  these stand-ards  are  effective  for  the
Company beginning in 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.  The adoption of SFAS 130
will  not  have  any impact on the Company's financial  position  or
results of operations.

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.  The Company believes it  operates
in  one business operating segment and does not believe adoption  of
this   standard  will  have  a  material  impact  on  its  financial
statements.

2.  Property and Equipment

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

                                                     
                                      1997          1996
 Computer equipment........     $4,649,805    $3,843,216
 Furniture and fixtures....      1,705,225     1,599,154
 Purchased software........      1,107,828       988,770
 Buildings.................      4,580,927             -

                                12,043,785     6,431,140
                                                     
 Less accumulated 
  depreciation.............      6,049,285     5,267,495
 
                                $5,994,500    $1,163,645
                                                     


3.  Accrued Expenses

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

                                                     
                                      1997        1996
 Payroll related............    $1,011,821  $1,323,800
 Income taxes refundable....      (653,713)   (145,413)
 Compound development.......     1,426,011   3,047,212
 Other......................     1,432,247   1,080,004

                                $3,216,366  $5,305,603
                                                     


4.  Restructuring Charge

The  Company  took  a charge of approximately $2.2  million  in  the
fourth  quarter of 1995 related to the discontinuance of its  Unison
product  line.   The charge represents the write-off  of  previously
capitalized  development costs, the write-down  of  assets  used  by
developers, the settlement of contractual obligations and  severance
costs.   The liability established was paid in the first quarter  of
1996.  A summary of these costs follows:

                                   Total                     
                           Restructuring   Non-cash     Accrued
                                   Costs      Costs       Costs
 Write-off of capitalized  
   software..............     $1,608,163 $1,608,163         $ -
 Severance...............        269,849          -     269,849
 Write-down of assets....        109,559    109,559           -
 Other costs.............        176,891          -     176,891
                                                          
 Total restructuring charges  $2,164,462 $1,717,722    $446,740
                                                          


5.  Income Taxes

The components of income (loss) before income taxes for the years ended
were as follows:
                                 1997        1996         1995
 Domestic................  $3,871,118  $2,523,411  $(1,694,827)
 Foreign.................      14,096     188,805     (340,327)

                           $3,885,214  $2,712,216  $(2,035,154)
                                                           
The components of income tax expense (benefit) for the years ended were
as follows:

                                  1997       1996       1995
Current tax expense (benefit)
 Federal.................     $862,000   $ 71,000       $  -
 State and local.........      183,353     87,000          -
 Foreign.................       26,000    313,000    107,000
     Total current.......    1,071,353    471,000    107,000
                                                           
Deferred tax expense (benefit) 234,000    289,000   (446,431)
                                                           
Total provision (benefit)   $1,305,353   $760,000  $(339,431)

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

                              1997        1996        1995   
Tax at U.S. federal                                         
  statutory rate......       34.00  %    34.00  %   (34.00)  %
Effect of foreign                                           
  operations (net of
  foreign taxes)......        0.54        0.48        2.36
Valuation allowance...           -      (10.73)      18.26   
Other.................       (0.94)       4.25       (3.25)   

                             33.60  %    28.00  %   (16.63)  %
                                                             

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:

                                            1997       1996
Current deferred income tax asset:                         
 Allowance for doubtful accounts.....    $23,000    $23,000
 Vacation accrual....................    109,000     73,000
 Customer deposits...................      3,000     11,000
 NOL carryforward....................     45,000    143,000
 Other...............................      2,000     11,000
 Tax credit carryforward.............          -          -
 Valuation allowance.................    (45,000)  (143,000)
                                        $137,000   $118,000
Noncurrent deferred income tax liability:
 Capitalized development costs.......  $(911,000) $(678,000)
 Property and equipment..............     31,000     51,000
 Other...............................     25,000     25,000
                                                           
                                       $(855,000) $(602,000)

Income tax payments for 1997, 1996 and 1995 were $1,010,000,
$262,000 and $197,000, respectively.

Two of the Company's foreign subsidiaries had loss carryforwards  at
December  31,  1997, totaling approximately $132,000  that  have  no
expiration  date.   For  financial statement purposes,  a  valuation
allowance has been established to offset the deferred tax  asset  of
these  loss  carryforwards.  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
$127,000 at December 31, 1997.


6.  Stock Plans

In  1994, the Company 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  has 150,000 shares of common stock reserved for issuance,  is
in  effect for ten years unless terminated or amended sooner by  the
Board of Directors.  At December 31, 1997, 106,553 shares have  been
purchased under this plan.

In   1994,  the  Company  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 employees and consultants  of  the
Company.   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 1997 to increase the number of shares of common
stock  reserved for issuance from 704,000 to 1,100,000, is in effect
for  ten  years unless terminated or amended sooner by the Board  of
Directors.

In  1994,  the Company 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
1996  to increase the number of shares of common stock reserved  for
issuance from 100,000 to 300,000, is in effect for ten years  unless
terminated or amended sooner by the Board of Directors.

The  Company  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  the
Company's  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 the Company  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 5.62% to 7.83% for 1995, 5.13%  to
6.64% for 1996 and 5.45% to 6.50% for 1997; volatility factor of .85
for  both  1995  and 1996 and .86 for 1997; and a  weighted  average
expected  life of the option of 5.3 years for 1995, 1996  and  1997.
For the Company's 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
5.57%  to 6.38% for 1995, 5.05% to 5.25% for 1996 and 5.7%  to  6.4%
for  1997; volatility factors of .85 for both 1995 and 1996, and .86
for  1997; and a weighted average expected life of the option  of  6
months.   For all years presented, the Company 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   the
Company's  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.   The Company's pro forma information follows (in  thousands
except for earnings per share information):

        Pro Forma                      1997      1996      1995
                                                     
        Pro forma net income (loss)  $1,915    $1,482   $(1,875)
                                                     
        Pro forma earnings (loss) per share:
              Basic                   $0.62     $0.51    $(0.66)
              Diluted                 $0.55     $0.46    $(0.66)
                                                     


  Options           1997    Weighted     1996   Weighted     1995   Weighted
Outstanding        Shares    Average    Shares   Average    Shares   Average
  Summary                   Exercise            Exercise            Exercise
                               Price               Price               Price
Beginning                                                                
outstanding        770,969   $6.0881  669,931   $5.2747   526,009   $5.3654

Granted:                                                                 
 Price = Fair      195,700  $13.0313  215,700   $8.4899   167,350   $5.0881
         Value
Exercised          (97,316)  $5.1889  (98,677)  $5.8116    (3,133)  $5.6414
Canceled/expired   (35,260)  $6.8504  (15,985)  $6.1111   (20,295)  $6.0307
                                                                         
Ending
outstanding        834,093   $7.7899  770,969   $6.0881   669,931   $5.2747
                                                                 
Exercisable at                                                   
end of year        417,038            299,929             220,890
                                                                 
Weighted average                                                  
fair value per                                                  
share of options                                                        
granted during 
the year             $8.22              $5.29               $3.22


  12/31/97              Options Outstanding              Options Exercisable
                                                                
                                 Weighted   Weighted              Weighted
    Range of           Number    Average    Average     Number    Average
 Exercise Prices    Outstanding  Remaining  Exercise  Exercisable Exercise
                                 Life       Price                 Price
 $4.2500-$4.7500       80,952    7.04       $4.3097     55,959    $4.2971
 $5.0000-$5.0000      290,322    6.42       $5.0000    235,760    $5.0000
 $5.7500-$7.8750      187,492    7.79       $7.3140     98,192    $7.3175
 $8.0000-$12.500      228,827    9.17       $11.326     24,627    $8.8249
 $13.6875-$20.50       46,500    9.55       $15.784      2,500    $16.625
                                                                    
 $4.2500-$20.500      834,093    7.72       $7.7899    417,038    $5.7469
                                                                    

In  January  1996, the Board of Directors of the Company  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 of the Company's common stock acquires a total of 20% or  more
of the outstanding common stock of the Company.


7.  Benefit Plan

In  1994, the Company 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 ($9,500 in 1997).  The Company  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 $180,484 in 1997 and $152,282 in 1996.


8.  Geographic Segment Data

The  Company's  foreign operations historically have been  conducted
principally through the Company's wholly owned foreign subsidiaries.
Information regarding operations by geographic area for  1997,  1996
and 1995 is as follows :

1997                      United      Europe      Pacific     Other        Total
                          States                      Rim                  
Net sales..........  $17,039,468  $9,571,174   $2,718,435  $859,223  $30,188,300
Operating income
(loss).............   $3,395,905    $(22,371)
Identifiable assets  $24,089,374  $8,521,070                             
                                                                      
                                                                      
1996                      United      Europe      Pacific     Other        Total
                          States                      Rim                
Net sales..........  $14,857,012 $10,935,292   $2,875,718  $118,371  $28,786,393
Operating income...   $2,258,459     $45,744                             
Identifiable assets  $19,661,336  $4,847,698
                             
                                                                      
1995                      United      Europe      Pacific     Other        Total
                          States                      Rim                  
Net sales..........  $10,516,419  $8,192,274   $2,132,607  $256,238  $21,097,538
Operating (loss)...  $(2,078,136)  $(406,553)                             
Identifiable assets  $15,111,389  $3,947,662                             

Most services of the Company 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 related to the Pacific Rim category and the Other category
in  the preceding table represent export sales from the
United States to the respective category.


9.  Concentrations of Credit Risk

Financial  instruments  that  potentially  subject  the  Company  to
concentrations of credit risk consist principally of investments and
trade  receivables.   The  Company invests available  cash  in  bank
deposits,  investment-grade  securities,  and  short-term  interest-
producing  investments, including government obligations  and  other
money  market instruments.  The Company 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.  Management believes that  any  risk  of
loss is significantly reduced due to the nature of the customers and
distributors with which it does business.


10.  Commitments

The  Company  leases certain office facilities and  equipment  under
noncancelable  operating leases with terms from one to  five  years.
Rent  expense  under  such arrangements was $757,712,  $629,505  and
$730,825 in 1997, 1996, and 1995, respectively.  Noncancelable long-
term operating lease commitments are $347,897 for 1998, $233,624 for
1999, $173,559 for 2000, $98,390 for 2001 and $65,593 for 2002.


          11.  Selected Quarterly Financial Data                 
                                     (Unaudited)
                                                                 
The following table presents unaudited financial data for
each quarter of 1997 and 1996
(in thousands, except per share data):                           
                                                                 
                                   First  Second    Third  Fourth
  1997                           Quarter Quarter  Quarter Quarter
                                                               
Total net sales................   $6,792  $6,351   $9,000  $8,045
                                                                 
Gross profit...................    4,468   3,976    5,889   5,855
                                                                 
Income from operations.........      116     515    1,192   1,551
                                                                 
Net income.....................      168     387      842   1,183
                                                                 
Net income per share:                                  
Basic..........................    $0.06   $0.13    $0.27   $0.38
Diluted........................    $0.05   $0.11    $0.24   $0.34

                                                                 
                                   First  Second    Third  Fourth
  1996                           Quarter Quarter  Quarter Quarter
                                                              
Total net sales................   $4,787  $6,819   $7,553  $9,627
                                                                
Gross profit...................    3,160   4,308    5,209   6,119
                                                                 
Income (loss) from operations..     (356)    454      891   1,315
                                                                 
Net income (loss)..............     (224)    397      688   1,091
                                                                 
Net income (loss) per share:                                  
Basic..........................   $(0.08)  $0.14    $0.23   $0.37
Diluted........................   $(0.08)  $0.13    $0.22   $0.32
                                                                 
The 1996 and first three quarters of 1997 earnings per share amounts
have been restated as required to comply with Statement of Financial
Accounting  Standards No. 128, "Earnings Per  Share".   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".


12.  Credit Facility

The  Company  has  a  Credit Agreement with NationsBank,  N.A.   The
agreement  provides  a line of credit facility of  $2,500,000.   The
Credit  Agreement  requires the Company to  meet  certain  financial
covenants,  including  various  coverage  ratios  and  a   debt   to
capitalization ratio.  As of December 31, 1997, the Company  was  in
compliance with these covenants.  Interest on borrowings is  payable
under  several rate options.  Additionally, the Company is  required
to  pay  a  nominal  commitment fee for the unused  portion  of  the
facility.  The Company has yet to borrow under the facility.


13.  Long-term Debt

On November 14, 1997, the Company acquired its headquarters building
and  grounds.   Financing  for  the acquisition  was  obtained  from
NationsBank,  N.A.  in  the  amount of $3,560,000.   The  five  year
mortgage note amortizes the loan principal on a straight-line  basis
on  a  twenty year schedule.  The variable interest rate on the note
is  equivalent  to the thirty-day LIBOR rate plus 1.75%.   The  note
requires  the Company to meet certain financial covenants consistent
with  those  of  the  Credit Agreement in  note  12.   The  property
acquired  acts as security for the borrowing.  Concurrent  with  the
issuance  of the mortgage note, the Company entered into an interest
rate   swap   agreement  with  NationsBank,  N.A.   This   agreement
effectively changed the Company's floating rate exposure to a  fixed
rate of 8.26%.  The interest rate swap agreement matures at the same
time as the mortgage note and is for the same notional amount.   The
Company is exposed to credit loss in the event of nonperformance  by
the  counterparty,  NationsBank.   However,  the  Company  does  not
anticipate nonperformance by the counterparty.  At December 31, 1997
the  thirty-day LIBOR rate plus 1.75% equaled 7.41%.  Interest  paid
during  the  periods was $21,300 in 1997.  Maturities  of  long-term
debt  are  $178,000  for years 1998 through 2001 and  $2,833,167  in
2002.

Long-term debt obligations were:
                               December 31,     December 31,
                                       1997             1996
   8.26% mortgage note,                                 
      due November 14, 2002...   $3,545,167          $ -
                                                        
   less current maturities....     (178,000)           -
   Long-term debt.............   $3,367,167          $ -
                                                        
  

14.  Acquisition of Tripos Receptor Research Ltd.

On  November  11,  1997, the Company 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.   The  warrants
will vest upon Receptor Research's achievement of certain sales  and
earnings  levels  in 1998 and 1999.  The warrants were  recorded  at
their  fair  market  value at the date of the grant.   The  purchase
price  has been 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.


15.  Earnings Per Share

The following table sets forth the computation of basis and diluted
earnings per share:
                                      1997          1996          1995
Numerator:                                           
  Numerator for basic and                                        
  diluted earnings per share -                                         
  net income (loss)...........   $2,579,861    $1,952,216   $(1,695,723)
                                                                 
Denominator:                                                     
  Denominator for basic                                          
  earnings per share -                                         
  weighted average shares.....    3,085,077     2,923,284     2,859,533
                                                                 
  Effect of dilutive securities:
   Employee stock options.....      418,869       298,696             -
                                                                 
  Denominator for diluted                                        
  earnings per share -                                         
  adjusted weighted average
  shares and assumed conversions. 3,503,946     3,221,980     2,859,533
                                                                 
  Basic earnings per share....        $0.84         $0.67        $(0.59)
  Diluted earnings per share..        $0.74         $0.61        $(0.59)

Under  the Receptor Research Ltd stock purchase agreement,  if  that
subsidiary's sales and earnings exceed a certain threshold  for  the
years  ended December 31, 1998 and 1999, the former stockholders  of
Receptor Research would be entitled to exercise their warrants.  The
warrants are not included in the computation of diluted earnings per
share because the thresholds have not been met.


Report of Independent Auditors

Board of Directors and Shareholders

Tripos, Inc.

     We have audited the accompanying consolidated balance sheets of
Tripos,  Inc.  as  of December 31, 1997 and 1996,  and  the  related
consolidated statements of operations, shareholders' equity and cash
flows  for each of the three years in the period ended December  31,
1997.   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 generally accepted
auditing  standards.   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 financial statements referred  to  above
present fairly, in all material respects, the consolidated financial
position  of  Tripos, Inc. at December 31, 1997 and  1996,  and  the
consolidated results of its operations and its cash flows  for  each
of  the  three  years  in  the period ended December  31,  1997,  in
conformity with generally accepted accounting principles.  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 6, 1998



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  the  Company's  Proxy  Statement   in
connection with its Annual Meeting of Shareholders to be held on May
7,  1998  and  is incorporated herein by reference.  The information
required  by this item relating to the Company's executive  officers
and key employees is included in the Company's 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 Company's Proxy Statement in  connection
with  its Annual Meeting of Shareholders to be held on May  7,  1998
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 Company's  Proxy  Statement  in
connection with its Annual Meeting of Shareholders to be held on May
7, 1998 and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

The   Company  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:

     10.11   Loan Agreement dated November 14, 1997 between
             NationsBank, N.A. and Tripos Realty, LLC.
     10.12   Purchase and Sale Agreement dated June 3, 1997 between
             Cahn Realty Associates 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
     27.1    Financial Data Schedule - restatement of Earnings Per
             Share for the 3-, 6-, and 9-month periods of 1997 and
             the 12-month period of 1996 for the effect of FAS 128,
             "Earnings per Share".

(b)  Reports on Form 8-K filed in the fourth quarter of 1997:

     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: John P. McAlister                            March 27, 1998
     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, 1997, 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 27, 1998
John P. McAlister III     President and Director
                         (Principal Executive Officer)

/s/ Colleen A. Martin     VP, Chief Financial Officer   March 27, 1998
Colleen A. Martin         and Secretary
                         (Principal Financial Officer)

/s/ John D. Yingling      U.S. Controller and Treasurer March 27, 1998
John D. Yingling         (Principal Accounting Officer)

/s/ Ralph S. Lobdell      Chairman of the Board of      March 27, 1998
Ralph S. Lobdell          Directors

/s/ Stewart Carrell       Director                      March 27, 1998
Stewart Carrell

/s/ Gary Meredith         Director                      March 27, 1998
Gary Meredith

/s/ Ferid Murad           Director                      March 27, 1998
Ferid Murad

/s/ Alfred Alberts        Director                      March 27, 1998
Alfred Alberts
     
     
     
                            TRIPOS, INC.
                                  
            SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
  Years Ended December 31, 1995, December 31,1996 and December 31, 1997
                           (in thousands)
                                  
      Col. A         Col. B          Col. C          Col. D     Col. E
                                     Additions                      
                    Balance     Charged   Charged  Deductions       
                       at         to        to       Charged      Balance
                   Beginning     Cost      Other       to           at
                       of         and     Accounts  Reserves      End of
  Description        Period     Expenses                          Period
                                 
Allowance for
  Doubtful Accounts
            1995      $66         $2       $--         $28        $40
            1996       40        140        --         103         77
            1997       77          1        --          --         78
                                                                  
Valuation Allowance
  for Deferred
  Income Tax Assets:
            1995      $--        $--      $414         $--      $414
            1996      414         --       143         414       143
            1997      143         --        --          98        45
                                                                  
     
     


Exhibit                  Exhibit Index
Number                   Description

2.1a      Distribution Agreement between Tripos and E&S
3.1p      Amended and Restated Articles of Incorporation dated
          January 26, 1996
3.2a      Amended and Restated Bylaws of Tripos
10.1b     Tripos, Inc. 1994 Stock Option Plan
10.2b     Tripos, Inc. 1994 Employee Stock Purchase Plan
10.3b     Tripos, Inc. 1994 Director Option Plan
10.4b     Tripos, Inc. 1994 401(k) Plan
10.5p     Amendment to the 1994 401(k) Plan
10.6p     Tripos, Inc. 1996 Director Stock Compensation Plan
10.7p     Master Collaboration Agreement between Tripos and MDL
          Information
          Systems, Inc. dated February 2, 1996
10.8p     Rights Agreement between Tripos and Boatmen's Trust
          Company, as Rights Agent, dated January 26, 1996
10.9p     Strategic Business Alliance Teaming Agreement between
          Tripos and MDS Panlabs, Inc. dated June 30, 1995
10.10c    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)
10.11     Loan Agreement dated November 14, 1997 between
          NationsBank, N.A. and Tripos Realty, LLC.
10.12     Purchase and Sale Agreement dated June 3, 1997
          between Cahn Realty Associates and Tripos, Inc.
21        Subsidiaries of the Registrant: Tripos Realty, LLC.,
          Tripos Associates S.A.R.L., Tripos GMBH, Tripos UK Holdings Ltd.,
          Tripos UK Ltd. and Tripos Receptor Research Ltd.
23.1      Consent of Ernst & Young LLP, Independent Auditors
24        Power of Attorney, See the signature page
27        Financial Data Schedule
27.1      Financial Data Schedule - restatement of Earnings Per
          Share for the 3-, 6-, and 9-month periods of 1997 and the 12-month
          period of 1996 for the effect of FAS 128, "Earnings per Share".

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.
c   Previously filed as an exhibit to the Company's Form 10-Q
    for the period ended September 30, 1996 and incorporated herein by
    reference.



Exhibit 10.11

NationsBank, N.A.
                           LOAN AGREEMENT
                                  
      This Loan Agreement (the "Agreement") dated as of November 14,
1997,   by   and  between  NationsBank,  N.A.  a  national   banking
association ("Bank") and the Borrower described below.

      In  consideration of the Loan described below and  the  mutual
covenants  and  agreements contained herein,  and  intending  to  be
legally bound hereby, Bank and Borrower agree as follows:

     1.   DEFINITIONS AND REFERENCE TERMS.  In addition to any other
terms defined herein, the following terms shall have the meaning set
forth with respect thereto:

         A.   Borrower:   Tripos Realty, LLC.
 
         B.   Borrower's Address:   1699 South Hanley Road
                             St. Louis, Missouri  63144
 
         C.   Guarantor:   Tripos, Inc.
 
          D.   Hazardous Materials.  Hazardous Materials include all
 materials  defined as hazardous materials  or substances under  any
 local,  state  or federal environmental laws, rules or regulations,
 and petroleum, petroleum products, oil and asbestos.
 
         E.   Loan. The loan described in Section 2 hereof.
 
          F.    Loan  Documents.   Loan Documents  means  this  Loan
 Agreement  and  any  and  all  promissory  notes  relating  thereto
 executed  by  Borrower  in favor of Bank and all  other  documents,
 instruments,  guarantees,  certificates  and  agreements   executed
 and/or  delivered  by Borrower, any guarantor  or  third  party  in
 connection with the Loan.
 
           G.     Accounting  Terms.   All  accounting   terms   not
 specifically  defined or specified herein shall have  the  meanings
 generally  attributed  to  such  terms  under  generally   accepted
 accounting  principles ("GAAP"), as in effect from  time  to  time,
 consistently  applied,  with respect to  the  financial  statements
 referenced in Section 3.H. hereof.
 
 
     2.   LOANS.

           A.   Loan.  Bank hereby agrees to make a loan to Borrower
in the aggregate principal face amount of three million five hundred
sixty  thousand dollars ($3,560,000).  The obligation to  repay  the
loan  is evidenced by a promissory note dated November 14, 1997 (the
promissory  note, together with any and all renewals, extensions  or
rearrangements thereof being hereafter collectively referred  to  as
the  "Note")  having a maturity date, repayment terms  and  interest
rate as set forth in the Note.


       3.     REPRESENTATIONS  AND  WARRANTIES.    Borrower   hereby
represents and warrants to Bank as follows:

           A.    Good  Standing.   Borrower is a  limited  liability
company duly organized, validly existing and in good standing  under
the laws of the State of Missouri and has the power and authority to
own  its  property  and to carry on its business  in  the  State  of
Missouri.

           B.    Authority and Compliance.  Borrower has full  power
and authority to execute and deliver the Loan Documents and to incur
and  perform the obligations provided for therein, all of which have
been  duly  authorized  by all proper and necessary  action  of  the
appropriate  governing body of Borrower.  No consent or approval  of
any public authority or other third party is required as a condition
to  the  validity of any Loan Document, and Borrower is in  material
compliance with all laws and regulatory requirements to which it  is
subject.

          C.   Binding Agreement.  This Agreement and the other Loan
Documents executed by Borrower constitute valid and legally  binding
obligations of Borrower, enforceable in accordance with their terms.

            D.    Litigation.   There  is  no  proceeding  involving
Borrower pending or, to the knowledge of Borrower, threatened before
any   court   or  governmental  authority,  agency  or   arbitration
authority,  except as disclosed to Bank in writing and  acknowledged
by Bank prior to the date of this Agreement.

           E.    No  Conflicting Agreements.  There is  no  charter,
bylaw,  stock  provision, partnership agreement  or  other  document
pertaining  to the organization, power or authority of Borrower  and
no  provision  of  any  existing agreement, mortgage,  indenture  or
contract binding on Borrower or affecting its property, which  would
conflict  with  or  in  any way prevent the execution,  delivery  or
carrying  out  of  the terms of this Agreement and  the  other  Loan
Documents.

           F.   Ownership of Assets.  Borrower has good title to its
assets,  and  its assets are free and clear of liens,  except  those
granted  to  Bank and as disclosed to Bank in writing prior  to  the
date of this Agreement.

           G.   Taxes.  All taxes and assessments due and payable by
Borrower  have  been paid or are being contested in  good  faith  by
appropriate  proceedings and the Borrower has filed all tax  returns
which it is required to file.

           H.    Financial Statements.  The financial statements  of
Guarantor  heretofore  delivered  to  Bank  have  been  prepared  in
accordance  with GAAP applied on a consistent basis  throughout  the
period  involved and fairly present Guarantor's financial  condition
as  of  the  date or dates thereof, and there has been  no  material
adverse  change in the Guarantor's financial condition or operations
since  June  30,  1997.     All  factual  information  furnished  by
Borrower and Guarantor to Bank in connection with this Agreement and
the other Loan Documents is and will be accurate and complete on the
date  as of which such information is delivered to Bank and  is  not
and  will  not  be incomplete by the omission of any  material  fact
necessary  to  make  such  information  not  misleading.   The  Bank
acknowledges  that  Borrower  is a newly  formed  limited  liability
company  that was formed on October 23, 1997, and that Borrower  has
not yet provided any financial statements of Borrower to Bank.

          I.   Place of Business.  Borrower's chief executive office
is located at 1699 South Hanley Road, Saint Louis, Missouri, 63144.

           J.    Environmental.   The conduct of Borrower's business
operations  and the condition of Borrower's property  does  not  and
will  not  violate  any  federal  laws,  rules  or  ordinances   for
environmental   protection,   regulations   of   the   Environmental
Protection  Agency,   any  applicable  local  or  state  law,  rule,
regulation  or  rule  of  common law or any judicial  interpretation
thereof   relating  primarily  to  the  environment   or   Hazardous
Materials.

          K.   Continuation of Representations and Warranties.  All
representations and warranties made under this Agreement shall be
deemed to be made at and as of the date hereof and at and as of the
date of any advance under any Loan.


     4.   AFFIRMATIVE COVENANTS.  Until full payment and performance
of  all  obligations of Borrower under the Loan Documents,  Borrower
will,  unless  Bank  consents  otherwise  in  writing  (and  without
limiting any requirement of any other Loan Document):

           A.   Financial Condition.  Maintain Guarantor's financial
condition as follows, determined in accordance with GAAP applied  on
a  consistent  basis throughout the period involved  except  to  the
extent modified by the following definitions:

               i.     Maintain  a  current ratio (defined  as  total
               current assets, divided by total current liabilities)
               of not less than 1.75:1.0 to be tested on a quarterly
               basis.
     
               ii.    Maintain a ratio of total liabilities  divided
               by  tangible net worth of not more  than 1.25:1.0  to
               be tested on a quarterly basis.

               iii.  Maintain a Fixed Charge Coverage Ratio (defined
               as  the  aggregate  of net income  after  taxes  plus
               interest   plus   depreciation  and  other   non-cash
               expenses  divided  by the aggregate  of  the  current
               portion   of   long-term  debt  and   capital   lease
               obligations plus interest expense) of not  less  than
               1.30:1.0 to be tested on a quarterly basis.
               
               iv.   Maintain a minimum trailing twelve month EBITDA
               (to  be  defined as the aggregate of net income  plus
               interest   expense  plus  income  tax  expense   plus
               depreciation plus amortization) of $4,500,000  to  be
               tested on a quarterly basis.
     
          B.   Financial Statements and Other Information.  Maintain
a  system of accounting satisfactory to Bank and in accordance  with
GAAP  applied on a consistent basis throughout the period  involved,
permit  Bank's officers or authorized representatives to  visit  and
inspect  Borrower's  books  of account and  other  records  at  such
reasonable  times upon written notice from Bank, to be exercised  no
more often than once each calendar year during the term of the Loan,
unless  Borrower is in default, in which event Bank shall  have  the
right to perform such review as often as it desires.  Borrower shall
reimburse  Bank  for  the reasonable fees and disbursements  of  any
accountants  or  other  agents of Bank  selected  by  Bank  for  the
foregoing  purposes  if  the  Bank's  inspection  reveals  that  the
Borrower's  financial statements materially misstate the  Borrower's
financial condition, or if the Borrower is in default at the time of
such review.  Unless written notice of another location is given  to
Bank,  Borrower's  books and records will be located  at  Borrower's
chief  executive  office set forth above. All  financial  statements
called  for  below shall be prepared  in form and content acceptable
to Bank.

               In addition, Borrower and Guarantor will:
               
               i.  Furnish to Bank quarterly, within forty-five (45)
               days  of  the end of each fiscal quarter,  internally
               prepared   financial  statements  of   Borrower   and
               Guarantor,   to  include  a  balance  sheet,   income
               statement, and statement of cash flows.
               
               ii.   Furnish  to Bank annually, within  one  hundred
               twenty (120) days following the end of the Borrower's
               and the Guarantor's fiscal year, financial statements
               prepared   in  accordance  with  generally   accepted
               accounting principles.  The annual statements of  the
               Guarantor must be prepared on an audited basis by  an
               independent certified public accountant acceptable to
               the  Bank,  and must include a balance sheet,  income
               statement, statement of cash flows, and statement  of
               changes in shareholders equity.

               iii.   Concurrently with and dated as of the date  of
               delivery  of  each  of  the financial  statements  as
               required  in paragraphs i and ii above, Borrower  and
               Guarantor   will   furnish  to  Bank   a   compliance
               certificate for Borrower and Guarantor in the form of
               Exhibit  A attached hereto and including computations
               of all quantitative covenants.

               iv.  Furnish to Bank copies of all SEC filings within
               10 days of filing.

               v.     Furnish   to  Bank  promptly  such  additional
               information,  reports and statements  respecting  the
               business   operations  and  financial  condition   of
               Borrower  and Guarantor, from time to time,  as  Bank
               may reasonably request.

           C.    Insurance.   Maintain  insurance  with  responsible
insurance  companies on such of its properties, in such amounts  and
against   such  risks  as  is  customarily  maintained  by   similar
businesses   operating  in  the  same  vicinity,   including   fire,
liability, and casualty insurance, all to be with such companies and
in  such  amounts as are satisfactory to Bank and providing  for  at
least  30  days  prior  notice to Bank of any cancellation  thereof.
Satisfactory  evidence of such insurance will be  supplied  to  Bank
prior  to  funding under the Loan and within 30 days of each  policy
renewal.

           D.    Existence and Compliance.  Maintain its  existence,
good  standing and qualification to do business, where required  and
comply  with  all  laws,  regulations and governmental  requirements
including, without limitation, environmental laws applicable  to  it
or to any of its property, business operations and transactions.

           E.    Adverse Conditions or Events.  Promptly advise Bank
in  writing of (i) any litigation filed by or against Borrower,  and
(ii)  any event that has occurred that would constitute an event  of
default under any Loan Documents.

           F.    Taxes and Other Obligations.  Pay all of its taxes,
assessments  and other obligations, including, but  not  limited  to
taxes,  costs or other expenses arising out of this transaction,  as
the  same become due and payable, except to the extent the same  are
being  contested  in  good  faith by appropriate  proceedings  in  a
diligent manner.  In addition, Borrower must provide Bank with proof
of  payment of property taxes by December 31 of each calendar  year,
said  proof to be provided within thirty (30) days after the end  of
each calendar year.

           G.    Maintenance.  Maintain all of its tangible property
in  good  condition  and repair and make all necessary  replacements
thereof,   and  preserve  and  maintain  all  licenses,  trademarks,
privileges, permits, franchises, certificates and the like necessary
for the operation of its business.

           H.   Environmental.    Immediately advise Bank in writing
of (i) any and all enforcement, cleanup, remedial, removal, or other
governmental   or  regulatory  actions  instituted,   completed   or
threatened pursuant to any applicable federal, state, or local laws,
ordinances  or  regulations  relating  to  any  Hazardous  Materials
affecting  Borrower's business operations; and (ii) all claims  made
or  threatened  by  any  third party against  Borrower  relating  to
damages,  contribution, cost recovery, compensation, loss or  injury
resulting  from any Hazardous Materials.  Borrower shall immediately
notify Bank of any remedial action taken by Borrower with respect to
Borrower's business operations.  Borrower will not use or permit any
other  party  to  use any Hazardous Materials at any  of  Borrower's
places of business or at any other property owned by Borrower except
such  materials  as are incidental to Borrower's  normal  course  of
business,   maintenance  and  repairs  and  which  are  handled   in
compliance  with all applicable environmental laws. Borrower  agrees
to  permit Bank, its agents, contractors and employees to enter  and
inspect  any of Borrower's places of business or any other  property
of Borrower at any reasonable times upon three (3) days prior notice
for  the  purposes of conducting an environmental investigation  and
audit (including taking physical samples) to insure that Borrower is
complying  with  this  covenant and,  if  such  audit  reveals  that
Borrower  is  not in compliance with this covenant,  Borrower  shall
reimburse  Bank  on  demand for the costs of any such  environmental
investigation and audit.  Borrower shall provide Bank,  its  agents,
contractors, employees and representatives with access to and copies
of  any  and all data and documents relating to or dealing with  any
Hazardous   Materials  used,  generated,  manufactured,  stored   or
disposed  of by Borrower's business operations within five (5)  days
of the request therefore.


     5.   NEGATIVE COVENANTS.  Until full payment and performance of
all  obligations of Borrower under the Loan Documents, Borrower will
not, without the prior written consent of Bank (and without limiting
any requirement of any other Loan Documents):

          A.   Transfer of Assets.  Sell, lease, assign or otherwise
dispose  of or transfer any assets, except in the normal  course  of
its business.

           B.    Liens.  Grant, suffer or permit any contractual  or
noncontractual lien on or security interest in its assets, except in
favor  of Bank, and except to the extent Borrower is contesting  any
mechanics'  liens  in  good faith by appropriate  proceedings  in  a
diligent manner, or fail to promptly pay when due all lawful claims,
whether for labor, materials or otherwise.

           C.    Extensions of Credit.  Make any loan or advance  to
any person or entity, or guaranty or otherwise become liable for  or
upon the obligations of others.

           D.    Borrowings.  Create, incur, assume or become liable
in  any  manner  for any indebtedness (for borrowed money,  deferred
payment  for  the purchase of assets, lease payments, as  surety  or
guarantor  for  the debt for another, or otherwise)  other  than  to
Bank,  except for normal trade debts incurred in the ordinary course
of   Borrower's  business,  and  except  for  existing  indebtedness
disclosed to Bank in writing and acknowledged by Bank prior  to  the
date of this Agreement.


      6.    DEFAULT.    Each  of the following  shall  severally  be
considered an "Event of Default" for the purposes of this Agreement:

          A.   Failure by Borrower, any endorser or any guarantor of
the  Loan  to  pay any principal or interest amounts due  and  owing
under the Loan or any other indebtedness owing to Bank  within three
(3) days of its due date.

           B.   Failure  to timely cure, within 30 days  of  written
notice  from  the Bank, and properly observe, keep  or  perform  any
term,  covenant, agreement or condition in any of the Loan Documents
or in any other loan agreement, promissory note, security agreement,
deed  of  trust, deed to secure debt, mortgage, assignment or  other
contract  securing  or  evidencing payment of  any  indebtedness  of
Borrower,  any endorser or any Guarantor of any loan to Bank  or  to
any affiliate or subsidiary of NationsBank Corporation.

            C.     Occurrence  of  any  event  or  condition   which
constitutes, or upon the lapse of time or the giving of  notice,  or
both,  would constitute, a default or an event of default under  any
other  agreement  or  evidence  of  indebtedness  relating  to   any
obligation of Borrower for borrowed money, or failure by Borrower to
pay  under any obligation for borrowed money to which it is a  party
or which is binding upon it.
If  any  fact or warranty made in this Agreement or in any other  of
the  Loan  Documents  should  prove to be  untrue  in  any  material
respect, as of the date made.

          D.  Occurrence of any of the following:

i.   Adjudication by a court of competent jurisdiction that Borrower
     is bankrupt or insolvent or the appointment of a receiver for
     Borrower or for all or a substantial part of its property:
ii.  Filing by Borrower (or by any of its creditors, if not
dismissed within 60 days) of a petition under the provisions of the
Bankruptcy Code as now enacted or hereafter amended;
iii. Making by Borrower of a general assignment for the benefit of
creditors

          
          E.  If any judgment against the Borrower or any attachment
or other levy against any of its property for an amount in excess of
$100,000 remains unpaid, unstayed on appeal, undischarged, unbonded,
or undismissed for more than 30 days.

           F.   Any  Reportable Event that Bank determines  in  good
faith  would constitute grounds for the termination of any  Plan  or
for  the appointment by the appropriate United States District Court
of  a  trustee to administer any Plan shall have occurred and  shall
continue for 30 days after written notice to such effect shall  have
been given to Borrower by Bank, or any Plan shall be terminated  for
such  reason,  or  the  Pension Benefit Guaranty  Corporation  shall
institute proceedings to terminate any plan or to appoint a  trustee
to administer any Plan.


      7.    REMEDIES  UPON DEFAULT.  If an event  of  default  shall
occur,  Bank  shall  have all rights, powers and remedies  available
under  each of the Loan Documents as well as all rights and remedies
available at law or in equity.


     8.   NOTICES.  All notices, requests or demands which any party
is  required  or  may desire to give to any other  party  under  any
provision  of  this Agreement must be in writing  delivered  to  the
other party at the following address:

     Borrower:
     Tripos Realty, LLC
     1699 South Hanley Road
     St. Louis, MO 63144
     Attn:  John D. Yingling
     Fax. No.  (314) 647-9241

     Bank:
     NationsBank, N.A.
     800 Market Street, 12th Floor
     St. Louis, MO 63101
     Attn:  Susan D. Patterson
     Fax No.  (314) 466-7010

or  to  such  other  address as any party may designate  by  written
notice  to  the other party.  Each such notice, request  and  demand
shall be deemed given or made as follows:

           A.    If  sent by mail, upon the earlier of the  date  of
receipt or five (5) days after deposit in the U.S. Mail, first class
postage prepaid;

          B.   If sent by  any other means , upon delivery.


      9.    COSTS, EXPENSES AND ATTORNEYS' FEES.  Borrower shall pay
to  Bank  immediately upon demand the full amount of all  costs  and
expenses,  including reasonable attorneys' fees (to include  outside
counsel  fees), incurred by Bank in connection with the  negotiation
and  preparation  of this Agreement and each of the Loan  Documents,
the  costs  of any environmental investigation and audit  appraisal,
title  insurance premiums, survey and inspection fees, and all other
costs  and  attorneys' fees incurred by Bank.  The Bank agrees  that
the Borrower will not be responsible for Bank legal counsel fees  in
excess of four thousand dollars ($4,000).


      10.   MISCELLANEOUS.  Borrower and Bank further  covenant  and
agree as follows, without limiting any requirement of any other Loan
Document:

           A.    Cumulative  Rights and No Waiver.  Each  and  every
right granted to Bank under any Loan Document, or allowed it by  law
or  equity shall be cumulative of each other and may be exercised in
addition  to  any  and all other rights of Bank,  and  no  delay  in
exercising  any right shall operate as a waiver thereof,  nor  shall
any  single  or partial exercise by Bank of any right  preclude  any
other or future exercise thereof or the exercise of any other right.
Borrower expressly waives any presentment, demand, protest or  other
notice of any kind, including but not limited to notice of intent to
accelerate  and notice of acceleration.  No notice to or  demand  on
Borrower in any case shall, of itself, entitle Borrower to any other
or future notice or demand in similar or other circumstances.

           B.    Applicable Law.  This Loan Agreement and the rights
and  obligations of the parties hereunder shall be governed  by  and
interpreted in accordance with the laws of the State of Missouri and
applicable United States federal law.

           C.    Amendment.  No modification, consent, amendment  or
waiver  of any provision of this Loan Agreement, nor consent to  any
departure by Borrower therefrom, shall be effective unless the  same
shall be in writing and signed by an officer of Bank, and then shall
be  effective only in the specified instance and for the purpose for
which  given.   This  Loan Agreement is binding upon  Borrower,  its
successors  and  assigns, and inures to the  benefit  of  Bank,  its
successors and assigns; however, no assignment or other transfer  of
Borrower's  rights  or obligations hereunder shall  be  made  or  be
effective without Bank's prior written consent, nor shall it relieve
Borrower  of  any obligations hereunder.  There is  no  third  party
beneficiary of this Loan Agreement.

           D.    Documents.  All documents, certificates  and  other
items  required  under  this Loan Agreement to  be  executed  and/or
delivered to Bank shall be in form and content satisfactory to  Bank
and its counsel.

            E.     Partial  Invalidity.   The  unenforceability   or
invalidity of any provision of this Loan Agreement shall not  affect
the enforceability or validity of any other provision herein and the
invalidity  or  unenforceability  of   any  provision  of  any  Loan
Document  to  any  person  or  circumstance  shall  not  affect  the
enforceability  or validity of such provision as  it  may  apply  to
other persons or circumstances.

           F.    Indemnification.  Notwithstanding anything  to  the
contrary  contained  in  Section 10(G),  Borrower  shall  indemnify,
defend  and  hold Bank and its successors and assigns harmless  from
and  against  any  and all claims, demands, suits, losses,  damages,
assessments,  fines,  penalties, costs or other expenses  (including
reasonable attorneys'  fees and court costs) arising from or in  any
way   related  to  any  of  the  transactions  contemplated  hereby,
including  but  not limited to actual or threatened  damage  to  the
environment,  agency  costs  of investigation,  personal  injury  or
death,  or  property damage, due to a release or alleged release  of
Hazardous  Materials,  arising from Borrower's business  operations,
any  other  property owned by Borrower or in the surface  or  ground
water  arising  from  Borrower's  business  operations,  or  gaseous
emissions  arising from Borrower's business operations or any  other
condition  existing  or arising from Borrower's business  operations
resulting from the use or existence of Hazardous Materials,  whether
such claim proves to be true or false.  Borrower further agrees that
its  indemnity  obligations shall include, but are not  limited  to,
liability for damages resulting from the personal injury or death of
an  employee of the Borrower, regardless of whether the Borrower has
paid  the  employee under the workmen' s compensation  laws  of  any
state   or  other  similar  federal or  state  legislation  for  the
protection of employees.  The term "property damage" as used in this
paragraph  includes, but is not limited to, damage to  any  real  or
personal  property  of  the Borrower, the Bank,  and  of  any  third
parties.   The  Borrower's obligations under  this  paragraph  shall
survive  the  repayment  of  the  Loan  and  any  deed  in  lieu  of
foreclosure  or  foreclosure of any Deed to  Secure  Debt,  Deed  of
Trust, Security Agreement or Mortgage securing the Loan.

             G.     Survivability.    All   covenants,   agreements,
representations  and warranties made herein or  in  the  other  Loan
Documents shall survive the making of the Loan and shall continue in
full force and effect so long as the Loan is outstanding.


      11.   ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR  AMONG
THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF
OR RELATING TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED
INSTRUMENTS,  AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED  ON
OR  ARISING  FROM  AN ALLEGED TORT, SHALL BE DETERMINED  BY  BINDING
ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION  ACT  (OR  IF
NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE   FOR   THE   ARBITRATION  OF   COMMERCIAL   DISPUTES   OF
J.A.M.S./ENDISPUTE  OR ANY SUCCESSOR THEREOF ("J.A.M.S."),  AND  THE
"SPECIAL RULES" SET FORTH BELOW.  IN THE EVENT OF ANY INCONSISTENCY,
THE  SPECIAL  RULES  SHALL CONTROL.  JUDGMENT UPON  ANY  ARBITRATION
AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.  ANY PARTY TO
THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED
PROCEEDING,  TO COMPEL ARBITRATION OF ANY CONTROVERSY  OR  CLAIM  TO
WHICH  THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION  OVER
SUCH ACTION.

          A.   SPECIAL RULES.  THE ARBITRATION SHALL BE CONDUCTED IN
THE CITY OF THE BORROWER'S DOMICILE AT TIME OF THE EXECUTION OF THIS
INSTRUMENT,  AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S.  WHO
WILL  APPOINT  AN  ARBITRATOR;  IF J.A.M.S.  IS  UNABLE  OR  LEGALLY
PRECLUDED  FROM  ADMINISTERING THE ARBITRATION,  THEN  THE  AMERICAN
ARBITRATION  ASSOCIATION WILL SERVE.  ALL ARBITRATION HEARINGS  WILL
BE  COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER,
THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED  TO
EXTEND  THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL  60
DAYS.

           B.    RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION
PROVISION  SHALL  BE  DEEMED TO (I) LIMIT THE APPLICABILITY  OF  ANY
OTHERWISE  APPLICABLE  STATUTES OF  LIMITATION  OR  REPOSE  AND  ANY
WAIVERS CONTAINED IN THIS ARBITRATION PROVISION; OR (II) BE A WAIVER
BY THE BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR
ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT  OF
THE  BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL
PROPERTY  COLLATERAL, OR (C) TO OBTAIN FROM A COURT  PROVISIONAL  OR
ANCILLARY  REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE  RELIEF,
WRIT  OF POSSESSION OR THE APPOINTMENT OF A RECEIVER.  THE BANK  MAY
EXERCISE  SUCH  SELF HELP RIGHTS, FORECLOSE UPON SUCH  PROPERTY,  OR
OBTAIN  SUCH  PROVISIONAL OR ANCILLARY REMEDIES  BEFORE,  DURING  OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO
THIS  INSTRUMENT, AGREEMENT OR DOCUMENT.  NEITHER THIS  EXERCISE  OF
SELF  HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN  ACTION
FOR   FORECLOSURE  OR  PROVISIONAL  OR  ANCILLARY   REMEDIES   SHALL
CONSTITUTE  A  WAIVER  OF  THE RIGHT OF  ANY  PARTY,  INCLUDING  THE
CLAIMANT  IN  ANY  SUCH  ACTION, TO  ARBITRATE  THE  MERITS  OF  THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.


      12.   NO ORAL AGREEMENT.  THIS WRITTEN LOAN AGREEMENT AND  THE
OTHER  LOAN  DOCUMENTS  REPRESENT THE FINAL  AGREEMENT  BETWEEN  THE
PARTIES   AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF   PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

      IN  WITNESS  WHEREOF,  the parties  hereto  have  caused  this
Agreement  to  be duly executed under seal by their duly  authorized
representatives as of the date first above written.

Tripos Realty, LLC:                        NationsBank, N.A.:

By: Tripos, Inc. its sole member

By:                                        By:
   John Yingling                           Susan D. Patterson
U.S.Controller and Corporate Treasurer     Assistant Vice President



                              EXHIBIT A
                                  
                                  
                      CERTIFICATE OF COMPLIANCE
                                  
                                  
I,                 , Authorized Signatory for TRIPOS REALTY, L.L.C.
("Borrower") under the Loan Agreement (as amended, modified, or
supplemented from time to time, the "Loan Agreement") between
Borrower and NATIONSBANK, N.A. ("Bank"), dated effective as of
November 14, 1997, do hereby certify that:

     1.   This Compliance Certificate is furnished pursuant to the Loan
     Agreement and is made as of                    , 19   ;  unless
     otherwise defined herein, terms used in this Compliance Certificate
     have the meanings assigned to such terms in the Loan Agreement.
     
     2.   As of the date of this Compliance Certificate, no Default or
     Event of Default has occurred and is continuing.
     
     3.   Borrower and Guarantor are in compliance with all requirements,
     covenants, and agreements of Borrower and Guarantor contained in the
     Loan Agreement.  Borrower warrants and represents that the attached
     calculations accurately represent the financial condition of the
     Guarantor as of the dates set forth therein (and as of the date
     hereof if not otherwise specified) and the calculations are computed
     in compliance with the financial covenants required pursuant to the
     Loan Agreement.
     
     4.   The most recent financial statements furnished by Borrower and
     Guarantor pursuant to the Loan Agreement fairly present the
     financial condition of Borrower and Guarantor as of the respective
     dates thereof.
     
     5.   There has not been any material adverse change in the financial
     condition of the Borrower or the Guarantor from that reflected on,
     and as of the date of, the financial statements most recently
     furnished to the Bank.
     
     6.   There is no pending or, to the best of the Borrower's
     knowledge, threatened material litigation against Borrower or
     Guarantor which, if adversely determined, could reasonably be
     expected to have a material adverse effect on the Borrower's or
     Guarantor's financial condition.
     
     7.   Neither the Borrower nor the Guarantor is a party to any
     agreement or instrument or subject to any other order, rule,
     regulation, or other restriction materially and adversely affecting
     Borrower's or Guarantor's properties, assets, or financial
     condition, or Borrower's or Guarantor's ability to perform the
     agreements contained in the Loan Agreement.


Done and executed on this, the       day of               , 19    .



              Authorized Signatory under the LoanAgreement



Exhibit 10.12

                     PURCHASE AND SALE AGREEMENT


     THIS       is made as of the Effective Date (as hereinafter
defined) ("Agreement") by and between CAHN REALTY ASSOCIATES, a
Missouri general partnership ("Seller") and TRIPOS, INC., a Utah
corporation ("Purchaser").

                          WITNESSETH:

     WHEREAS, Purchaser desires to purchase and Seller desires to
sell the Property (as hereinafter defined) on the terms and subject
to the conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises herein
contained and the respective undertakings of the parties hereinafter
set forth, the Seller and Purchaser hereby agree as follows:

     1.   Purchase and Sale.  Subject to the terms and conditions of
this Agreement, Seller agrees to sell to Purchaser and Purchaser
agrees to purchase from Seller all of the following described
property (collectively, the "Property"):

          (a)  Real Property.  That certain real property located in
     the City of Brentwood, County of St. Louis, Missouri being
     approximately 2.564 acres, depicted in the drawing attached
     hereto as Exhibit A, (legal description from Purchaser's survey
     (if any) or title Commitment to govern), and located at 1699-
     1701 South Hanley Road (the aforesaid real property, together
     with all tenements, hereditaments, easements, rights-of-way and
     appurtenances belonging or in any way pertaining to the same
     are collectively the "Real Property");

          (b)  Improvements.  All buildings, structures, parking
     areas, fixtures and other improvements located on the Real
     Property (collectively, the "Improvements");

          (c)  Personal Property.  Seller's interest in all
     equipment, mechanical systems, leasehold improvements,
     appliances, tools, machinery, supplies, building materials,
     office equipment, and other personal property of every kind and
     character owned by Seller (and not by any tenants) and attached
     to, appurtenant to, located in, or used exclusively in
     connection with the operation of, the Improvements or Real
     Property, and described on Exhibit B attached hereto (said
     items being hereinafter collectively referred to as the
     "Personal Property"); and

          (d)  Intangible Property.  Seller's interest in the
     following intangible property (collectively, the "Intangible
     Property") owned or held by Seller in connection with the Real
     Property, the Improvements or the Personal Property: (i) all
     leases and tenancy agreements including, without limitation,
     those identified on Exhibit C attached hereto and security
     deposits thereunder, (said items being hereinafter collectively
     referred to as the "Tenant Leases"), (ii) all transferable
     service contracts or similar instruments related to the Real
     Property and Improvements including, without limitation, those
     identified on the Schedule of Contracts attached hereto as
     Exhibit D (said items being hereinafter referred to as the
     "Contracts"), provided that Purchaser may, at its option,
     require Seller to cancel any such contracts effective as of
     Closing to the extent such contracts permit cancellation, (iii)
     all transferrable licenses and warranties owned by Seller
     covering the Property or any part thereof including, without
     limitation, those identified on the List of Licenses and
     Warranties attached hereto as Exhibit E (collectively, the
     "Warranties"), and (iv) all transferable permits owned by
     Seller covering the Property or any part thereof including,
     without limitation, those identified on the list of permits
     attached hereto as Exhibit F (collectively, "Permits").

     2.   Purchase Price.  Subject to the prorations and credits
hereinafter provided, the Purchase Price ("Purchase Price") for the
Property shall be Four Million Five Hundred Fifty Thousand and
00/100 Dollars ($4,550,000.00), which shall be payable and allocated
as follows:

          (a)  Earnest Money:  Within two (2) days after the
     Effective Date, Purchaser shall deposit, as earnest money, One
     Hundred Thousand and 00/100 Dollars ($100,000.00) (said monies,
     together with any and all interest accrued thereon, are
     collectively the "Earnest Money") into escrow pursuant to the
     terms hereof ("Escrow") with U.S. Title Guaranty ("Title
     Insurer"), as escrowee.  The Earnest Money shall be held in
     escrow pursuant to the terms hereof and disbursed only in
     accordance with the provisions hereof.  The Earnest Money shall
     be invested in a federally insured account approved by Seller
     and Purchaser, and all interest earned thereon shall accrue to
     the benefit of the party entitled to the Earnest Money.  The
     Earnest Money shall be applied against the Purchase Price at
     Closing (as hereinafter defined).  In the event Closing does
     not occur by the Closing Date (as hereinafter defined) owing to
     failure of performance by Purchaser, the Earnest Money shall be
     forfeited by Purchaser as liquidated damages.  Notwithstanding
     any provision herein to the contrary, in the event Closing does
     not occur by the Closing Date for any other reason, the Earnest
     Money shall be returned to Purchaser; and

          (b)  Cash Balance.  On or before the Closing Date (as
     hereinafter defined), Purchaser shall deposit with Title
     Insurer, as escrowee, the balance of the Purchase Price in
     cash, certified or cashier's check or by federal wire transfer,
     as adjusted as provided in paragraphs 5 and 6 below.

     3.   Closing.  Unless an earlier or later date is established
by mutual agreement between the parties, the closing of the
transaction contemplated by this Agreement shall be held at the
office of Title Insurer at 10:00 a.m. on the first business day
following the date which is thirty (30) days subsequent to the
expiration of the Inspection Period (herein referred to as the
"Closing" or "Closing Date").

     4.   Deliveries at Closing.

          (a)  At Closing, Seller shall deliver to Title Insurer, as
     escrowee, to be held in escrow by Title Insurer for completion
     of all closing requirements, the following documents:

                    (i)  Special warranty deed from Seller conveying
          to Purchaser the Real Property and Improvements, subject
          only to the Permitted Exceptions (as hereinafter defined)
          and the Tenant Leases (the "Deed");

                    (ii) A bill of sale with respect to the Personal
          Property;

                    (iii)     A Certificate of Non-Foreign Status of
          Seller as required by Section 1445 of the Internal Revenue
          Code;

                    (iv) An Assignment of the Tenant Leases and the
          Contracts, together with the original copy of each Tenant
          Lease certified by Seller to be a true, correct and
          complete copy.

                    (v)  A termination of any Contract that
          Purchaser has not elected to retain and to include in the
          Assignment of Tenant Leases and Contracts;

                    (vi) An assignment of the Warranties and
          Permits;

                    (vii)     All keys, originals of Contracts,
          Permits, and Warranties and all of the other Property
          Information (as hereinafter defined), all to the extent in
          Seller's possession or actual control;

                    (viii)    Releases of all Objectionable
          Exceptions that Seller has elected to cure pursuant to
          subparagraph 7(b) hereof.

                    (ix) Such proof of Seller's authority and
          authorization to enter into this transaction as may be
          reasonably required by Purchaser and/or Title Insurer;

                    (x)  Any reasonable and customary documentation
          required by Title Insurer in order for Title Insurer to
          issue the Title Policy;

                    (xi) Such additional documents or instruments,
          which in the reasonable opinion of Purchaser and/or Title
          Insurer, are necessary for the proper consummation of the
          transaction contemplated by this Agreement, provided none
          of said additional documents or instruments impose any
          cost or obligation upon Seller not otherwise specifically
          imposed upon Seller pursuant to the terms of this
          Agreement;

                    (xii)     A notice to tenants under the Tenant
          Leases advising of the sale to Purchaser and advising the
          tenants to pay all future rentals to Purchaser in form and
          substance satisfactory to Purchaser; and

                    (xiii)    A written certification from Seller or
          the management company engaged by Seller of:  (A) all
          rents and other charges paid by tenants under the Tenant
          Leases for both the current year (to date) and the month
          during which the Closing takes place, and (B) all
          estimated charges due from tenants to the Closing Date on
          account of taxes, common area maintenance, operating
          expenses, escalations and other rent adjustments, if any.

          (b)  At Closing, Purchaser shall deliver to Title Insurer,
     as escrowee, to be held in escrow for completion of all closing
     requirements, the following:

                    (i)  The balance of the Purchase Price in
          accordance with paragraph 2(b) above;

                    (ii) An original executed counterpart of the
          Assignment of Leases and Contracts;

                    (iii)     Such proof of Purchaser's authority
          and authorization to enter into this transaction as may be
          reasonably required by Seller and/or Title Insurer; and

                    (iv) Any reasonable and customary documentation
          required by Title Insurer in order for Title Insurer to
          issue the Title Policy;

                    (v)  Such additional documents or instruments,
          which in the reasonable opinion of Seller and/or Title
          Insurer, are necessary for the proper consummation of the
          transaction contemplated by this Agreement, provided none
          of said additional documents or instruments impose any
          cost or obligation upon Purchaser not otherwise
          specifically imposed upon Purchaser pursuant to the terms
          of this Agreement.

          (c)  At Closing, Purchaser and Seller shall deliver to
     Title Insurer, as escrowee, six (6) originals of a closing
     statement which reflect the applicable proration items as set
     forth in Paragraphs 5 and 6 of this Agreement.

     5.   Allocation of Closing Costs and Expenses.  Seller shall
bear the cost to record any instruments necessary to clear Seller's
title (except for the Permitted Exceptions and the Tenant Leases),
one-half the cost of the Escrow and one-half the Closing cost.
Purchaser shall bear the cost of the Title Policy, any recording
fees with respect to the Deed, all costs incurred in connection with
obtaining Purchaser's financing for this transaction, if any, one-
half the cost of the Escrow and one-half of the Closing cost.  All
other costs and expenses in connection with the transaction
contemplated by this Agreement shall be borne by Purchaser and
Seller in the manner in which such cost and expenses are customarily
allocated between the parties at closings of real property similar
to the Property in the St. Louis County, Missouri area.  Except as
provided in subparagraph 18(l) below, each party hereto shall pay
its own attorneys' fees incurred in the preparation and negotiation
of this Agreement and the closing of the transaction contemplated
hereby.

     6.   Prorations.  The following prorations, except as
specifically provided herein to the contrary, shall be made as of
the Closing Date based on a 365 day year and the actual days per
month and shall be applied to reduce or increase the balance of the
Purchase Price, as applicable:

          (a)  Rentals.  Subject to the terms and conditions of
     subparagraph 6(c) below, prorations of rents, revenues, and
     other income, if any, (collectively "Rentals") collected by
     Seller from the Property during the month of Closing shall be
     prorated as of 11:59 p.m. on the Closing Date ("Proration
     Date").  It is agreed between the parties, the Closing Date
     shall be an income and expense day for Seller. Seller and
     Purchaser hereby acknowledge and agree that Seller shall be
     entitled to all Rentals accruing on and prior to the Closing
     Date and Purchaser shall be entitled to all Rentals accruing
     after the Closing Date.

          (b)  Real Estate Taxes and Assessments.  Ad valorem real
     property taxes and special assessments for the year in which
     Closing occurs shall be prorated between Purchaser and Seller
     as of the Proration Date, Seller to have the last day.  If the
     actual general ad valorem taxes for the year in which Closing
     occurs are not ascertainable by the parties as of the Proration
     Date, such proration shall be based upon the assessed valuation
     and tax rate for the Property for the 1996 tax year and shall
     be re-prorated and readjusted when final tax bills for 1997 are
     issued, and Seller or Purchaser as appropriate shall within 30
     days of request therefor, pay to the other party the difference
     between the original adjustment and the readjustment.  Special
     municipal taxes other than special assessments, if any,
     assessed prior to Closing shall be discharged by Seller.
     Seller shall be and remain responsible for any ad valorem real
     property taxes and special assessments due and payable for 1996
     and prior calendar years.  The terms, provisions and conditions
     of this subparagraph 6(b) shall survive Closing.

          (c)  Delinquent Rentals.  All rents or other charges,
     including pass through charges, paid by tenants shall be
     prorated as of the Proration Date; provided no delinquent
     rents, pass through charges, or other delinquent charges not
     paid as of Closing shall be prorated at Closing in favor of
     Seller.  For a period of one (1) year after the Proration Date,
     Purchaser shall pay to Seller any amounts as it shall collect
     which are attributable to a time prior to the Proration Date;
     provided, however, that all rents, pass through charges, or
     other charges collected by Purchaser shall always first be
     applied to satisfy all current rents and other payments due
     Purchaser.  Notwithstanding the foregoing, any rental amounts
     due from Purchaser as tenant as of the date of Closing but not
     paid as of the date of Closing shall be prorated between Seller
     and Purchaser as of the Proration Date, and Seller shall not be
     entitled to receive any portion of any later collection of such
     amounts.  To the extent that pass through charges paid by
     tenants are paid on an estimated basis and later adjusted when
     the actual amounts become known, any such pass through charge
     adjustments payable by tenants but not due as of the Proration
     Date shall, to the extent collected by Purchaser, be allocated
     between Seller and Purchaser by reference to the period to
     which such pass through charges relate, notwithstanding the
     date on which such pass through charge adjustments become
     payable.  At the request of either Seller or Purchaser made
     within the later of sixty days after the calendar year within
     which the applicable pass through changes were accrued, or
     sixty days after the last date by which the Landlord under the
     leases for such tenants may determine the actual amounts of
     such pass throughs, and Seller or Purchaser shall, within 30
     days of request therefor, pay the other party the difference
     between the original adjustment and the re-adjustment (which re-
     adjustment shall include a proration of amounts due from the
     Landlord to the tenant on account of any inaccurate estimated
     pass-through payments).  To the extent any delinquent rentals
     due for the calendar month in which Closing occurs are received
     by Seller or Purchaser after the Closing Date but prior to the
     first (1st) day of the calendar month following the calendar
     month in which Closing occurs, the parties hereby agree the
     party who received said Rentals shall prorate the same and
     remit to the other party, within three (3) business days
     thereafter, said party's prorated share.  Seller shall have the
     right to pursue its legal rights against any tenant(s) owing
     delinquent rentals relating to the period prior to the
     Proration Date; provided, however, Seller agrees to take no
     action which would (i) have the effect of terminating any then
     existing Tenant Lease or (ii) disturb any of said tenant's
     right to quiet possession of its premises or (iii) cause
     Purchaser to incur any cost.  The terms, provisions and
     conditions of this subparagraph  6(c) shall survive Closing.

          (d)  Tenant Security Deposits.  Purchaser shall be
     entitled to a credit against the Purchase Price in an amount
     equal to all tenant security deposits, if any, being held by
     Seller under all Tenant Leases transferred to Purchaser as of
     the Proration Date.  To the extent that Purchaser so received a
     credit for such deposit at Closing, Purchaser shall indemnify
     and hold Seller harmless from and against all liabilities or
     claims by a tenant under a Tenant Lease arising from any breach
     by Purchaser of its obligation to return to such tenant any
     portion of such tenant's security deposit.  This
     indemnification by Purchaser shall survive Closing hereunder.

          (e)  Property Expenses.  Charges under all Contracts shall
     be prorated on a per diem basis as of the Proration Date on the
     basis of the billing period of the person levying such charges.
     Except as otherwise may be set forth in this Agreement, Seller
     shall be responsible for the payment of all operating expenses
     for the Property incurred on or prior to the Closing Date and
     Purchaser shall be responsible for the payment of all operating
     expenses for the Property incurred after the Closing Date.

          (f)  Finality of Prorations.  Unless otherwise provided
     herein, all prorations hereunder shall be final.

     7.   Title Insurance.

          (a)  Title Commitment and Survey.  Purchaser shall order
     from Title Insurer a current Owner's Title Policy Commitment
     ("Commitment") for the issuance of a standard form Owner's
     Policy of Title Insurance to Purchaser from Title Insurer,
     together with such copies of documents constituting exceptions
     to title as Purchaser deems necessary (collectively, "Title
     Documents").  Purchaser may also obtain, and if so a copy shall
     be furnished to Seller, a survey of the Real Property and
     Improvements (the "Survey").

          (b)  Title Approval.  Purchaser shall have a period of
     seventy (70) days from the Effective Date ("Inspection Period")
     in which to review the Commitment, the Survey and the Title
     Documents and deliver to Seller in writing, such objections as
     Purchaser may have to such matters that are contained in the
     Commitment, Title Documents or Survey ("Purchaser's Objection
     Notice") (any of said objections listed on Purchaser's
     Objection Notice are deemed the "Objectionable Exceptions").
     Copies of the Commitment and Title Documents shall be delivered
     to Seller together with Purchaser's Objection Notice.  If
     Purchaser delivers a Purchaser's Objection Notice, Seller shall
     notify Purchaser in writing within ten (10) business days of
     receipt of such Notice, of which Objectionable Exceptions, if
     any, it wishes to remedy and which it will not remedy.  In the
     event that Seller fails to so timely notify Purchaser as to any
     Objectionable Exception, Seller shall be deemed to have elected
     not to remedy such Objectionable Exception.  If Seller chooses
     not to remedy all Objectionable Exceptions, Purchaser shall
     have the right to either (a) terminate this Agreement by
     delivering written notice to Seller within twenty (20) days of
     receipt of Seller's notice, in which event, the Earnest Money
     shall be returned to Purchaser and each party shall be released
     from further liability to the other or (b) if Purchaser does
     not so terminate this Agreement, Purchaser shall be deemed to
     have elected to consummate the transaction contemplated by this
     Agreement in accordance with the terms hereof, without a
     reduction in the Purchase Price, in which event, subject to the
     following grammatical paragraph, all exceptions to title listed
     on Schedule B of the Commitment (modified as described in
     subparagraph (c) below) as of the expiration of the Inspection
     Period and all matters contained in the Survey shall
     conclusively be deemed to constitute Permitted Exceptions (as
     hereinafter defined).  In the event Purchaser fails to deliver
     Purchaser's Objection Notice on or prior to the expiration of
     the Inspection Period, subject to the following grammatical
     paragraph, then all Schedule B exceptions contained in the
     Commitment (modified as described in subparagraph (c) below)
     and all matters contained on the Survey shall conclusively be
     deemed "Permitted Exceptions."  The parties agree to amend this
     Agreement promptly after the expiration of the Inspection
     Period to attach to this Agreement, as Exhibit G, the Permitted
     Exceptions determined pursuant to this subparagraph 7(b).  The
     parties acknowledge and agree that a cross access easement or
     other agreement may exist that affects Purchaser's right to
     retain, use or demolish the existing 10,000 square foot
     building located on the Property, and that the existence, if
     any, of such an easement shall be deemed an Objectionable
     Exception, and that if Seller chooses, pursuant to this
     paragraph 7(b), to remedy such Objectionable Exception, such
     remedy shall require confirmation to Purchaser's satisfaction
     prior to Closing that Purchaser will have the full legal right,
     at its option, to retain, use or demolish such building without
     penalty.

     In the event (i) Seller shall fail to cure any Objectionable
     Exceptions, if any, it notified Purchaser it would remedy
     within the time period herein provided or (ii) further defects,
     liens, encumbrances, adverse claims, restrictions, rights-of-
     way, easements or other matters relating to Seller's title to
     the Property arise or are discovered after the effective date
     of the Commitment and are not removed by Seller or approved by
     Purchaser on or before the Closing Date, Purchaser shall have
     the right to cancel this Agreement by giving written notice to
     Seller.  In such event, this Agreement shall be null and void
     and of no further force and effect and the Earnest Money shall
     be returned to Purchaser.

          (c)  Title Policy.  Purchaser's obligation to close
     hereunder shall be subject to the availability to Purchaser
     from Title Insurer for the normal premium a standard ALTA form
     Owner's Policy of Title Insurance or irrevocable commitment to
     issue same ("Title Policy") covering the Property in the amount
     of the Purchase Price, subject only to (i) taxes for the year
     1997 and subsequent years, (ii) the Permitted Exceptions, and
     (iii) the Tenant Leases.   The Permitted Exceptions and
     Purchaser's determination as to the availability of the
     aforesaid Policy (subject to Seller's delivery of affidavits
     and other documents required under paragraph 4 hereof) shall be
     established in writing prior to the expiration of the
     Inspection Period as provided in subparagraph 7(b) above.

     8.   Lease with Elan-Polo.

          The obligation of Purchaser to Close under this Agreement
     is expressly contingent upon execution, prior to the date that
     is two (2) weeks after the Effective Date, of a written lease
     agreement by Elan-Polo, Inc. in a form acceptable to Purchaser,
     providing for the lease of the space currently occupied by Elan-
     Polo on the Property, being two spaces of 10,449 and 5,684
     square feet, respectively, for a base rent of not less than
     $12.50 and $17.50, respectively, for a minimum term of two (2)
     years, providing Purchaser as landlord the right to terminate
     Elan-Polo's lease without penalty upon ten month's prior
     written notice.  If such a lease is not executed and delivered
     by Elan-Polo, Inc. prior to the date that is two (2) weeks
     after the Effective Date, this Agreement shall automatically be
     null and void and of no force and effect and the Earnest Money
     shall be returned to Purchaser.

     9.   Purchaser's Additional Contingencies.

          The obligation of Purchaser to Close under this Agreement
     is expressly contingent upon compliance with each of the
     following conditions precedent and occurrence of each of the
     following events:

          (a)  Purchaser and Purchaser's representatives shall have
     made such inspections of the Property and shall have conducted
     or obtained at Purchaser's sole cost such examinations, tests,
     building inspections, structural and systems reports,
     environmental studies and other studies and reports of the
     Property as it shall deem desirable, and the results of any
     such inspections, examinations, tests, studies or reports shall
     be satisfactory to Purchaser in Purchaser's sole discretion.
     Seller hereby agrees to permit Purchaser or its representatives
     to enter the Property for such purposes at any time upon
     reasonable notice to Seller provided that such investigations
     cause no more than insubstantial damage to the Property and
     that any such damage is immediately repaired by Purchaser.
     Purchaser shall indemnify and hold Seller harmless from and
     against all losses or damages, including without limitation any
     mechanics lien claims, arising from Purchaser's inspection
     activities on the Property.

          (b)  Purchaser shall have reviewed the Tenant Leases and
     determined that the Tenant Leases are satisfactory to Purchaser
     in Purchaser's sole discretion.  Within ten (10) days after the
     Effective Date, Seller shall deliver to Purchaser copies of the
     Tenant Leases.  Without limitation of the foregoing, the
     parties acknowledge that Purchaser may declare this contingency
     unsatisfied if the Tenant Lease with Bellevue Radiology, Inc.
     is not amended to remove any option to renew, so that the Lease
     expires on or before March 31, 1998.

          (c)  Purchaser shall have obtained confirmation of all
     permits and approvals from St. Louis County, the City of
     Brentwood, and any other applicable governmental or quasi-
     governmental entity necessary in Purchaser's opinion for the
     use and occupancy of the Property for Purchaser's intended use.

          (d)  Information and Documentation.  Purchaser shall have
     reviewed the "Property Information" (hereinafter defined) and
     determined it satisfactory to Purchaser, in Purchaser's sole
     discretion.  Within one week after the Effective Date, Seller
     shall deliver to Purchaser all of the following documentation
     or information pertaining to the Property to the extent Seller
     is in possession of same  (all of said documents or information
     are collectively the "Property Information"):

                              (i)  copies of all Contracts related
                    to the Property;

                              (ii) copies of all Warranties and
                    Permits;

                              (iii)     as-built plans and
                    specifications of the Improvements; and

                              (iv) copies of any surveys of the
                    Property, environmental reports, building
                    inspections or similar studies or reports
                    regarding the Property.

     From time to time, within three (3) business days of
     Purchaser's request therefor, Seller shall also provide
     Purchaser or its agents with access to (and at Purchaser's
     request and expense, copies of) Seller's books and records and
     other documentation in Seller's possession or control
     pertaining to Seller's ownership and operation for the current
     fiscal year and two immediately preceding fiscal years, and
     such information shall also be deemed "Property Information."

          (e)  Results of Investigation Period.   If Purchaser is
     dissatisfied with any of the items in subparagraphs 9(a) - (d)
     above, Purchaser shall give notice to Seller prior to the
     expiration of the Inspection Period and Seller may cure such
     objection prior to Closing.  If such objection is not cured to
     Purchaser's satisfaction or waived by Purchaser prior to
     Closing, Purchaser may elect to terminate this Agreement by
     written notice thereof to Seller.  In the event Purchaser
     terminates this Agreement as provided in this subparagraph
     9(e), the Earnest Money shall be returned to Purchaser and each
     of the parties shall be released from further liability to the
     other.  In the event Purchaser does not so terminate this
     Agreement, this Agreement shall continue in full force and
     effect.  In the event Purchaser shall fail to so notify Seller
     on or prior to the expiration of the Inspection Period of
     Purchaser's objections as provided in this paragraph 9(e),
     Purchaser's right to terminate this Agreement pursuant to this
     paragraph 9(e) shall expire.

          (f)  Financing.  Purchaser shall within two (2) weeks
     after the Effective Date apply for financing for its
     acquisition of the Property.  Purchaser shall thereafter use
     all due diligence to secure the requisite financing for the
     acquisition herein contemplated.  If, prior to the expiration
     of the Inspection Period, Purchaser has not received a
     financing commitment for terms acceptable to Purchaser in its
     sole discretion, for a loan for the purchase of the Property,
     then Purchaser may elect to terminate this Agreement by written
     notice thereof to Seller given prior to expiration of the
     Inspection Period.  In such event, the Earnest Money shall be
     returned to Purchaser and each of the parties shall be released
     from further liability to the other.  In the event that
     Purchaser shall fail to timely notify Seller of the
     satisfaction or waiver of the contingency contained in this
     paragraph 9(f), Purchaser's right to terminate this Agreement
     pursuant to this paragraph 9(f) shall expire.

          (g)  Estoppel Certificates.  Purchaser's obligation to
     close hereunder shall be conditioned upon receipt at least two
     days prior to Closing of an estoppel certificate from each
     tenant under the Tenant Leases in the form requested by
     Purchaser's lender, and containing at least the following:
     stating that there is no known default in the lease by lessor
     or lessee, stating the monthly or annual rental and the date to
     which the rent has been paid, which shall not be paid more than
     thirty (30) days in advance, and stating the amount of tenant
     deposit, if any, held by the lessor.  If any tenant fails or
     refuses to respond to Seller's request for a tenant estoppel
     certificate Seller may, but shall not be obligated to,
     substitute a certificate executed to Seller's best knowledge as
     to the matters described in this subparagraph 9(g), and
     Purchaser may, but shall not be obligated to, accept such
     certificate in lieu of the tenant estoppel certificate and in
     satisfaction of the contingencies of this subparagraph 9(g).

          (h)  Title Policy.  Purchaser's obligation to close
     hereunder shall be subject to the availability to Purchaser
     from Title Insurer of the Title Policy in the form described in
     subparagraph 7(c) above.

          (i)  Condition of the Property.  Purchaser's
     obligation to close hereunder shall be conditioned upon
     the Property being in as good a condition at Closing as it
     was on the Effective Date of this Agreement, excepting
     damage or destruction by fire or other casualty (which
     shall be governed by Paragraph 12 hereof) and normal wear
     and tear; provided that if the Property is not in such
     condition at Closing, Seller shall have a period expiring
     on the earlier of thirty (30) days after notice thereof by
     Purchaser or the expiration of Purchaser's loan
     commitment, if any, to repair or restore the Property to
     such condition or to agree to a reduction in the Purchase
     Price acceptable to Purchaser and Seller, and Closing
     hereunder shall be delayed for such period.

     10.  Seller's and Purchaser's Representations.

          (a)  Representations and Warranties of Seller.  In
     addition to any other representations and warranties of Seller
     specifically set forth herein, the following constitute
     representations and warranties of Seller made as of the
     Effective Date, and (except to the extent Seller discloses
     otherwise in writing at or before Closing, which disclosure
     will excuse Purchaser's obligation to close unless Purchaser
     accepts such disclosure in writing) as of the Closing Date.  As
     used herein, "Seller's actual knowledge" shall mean knowledge
     of Paul Cahn, and no information known, discovered by or
     imparted to any employee, officer, agent or partner of Seller
     (other than Paul Cahn) shall be deemed to be the actual
     knowledge of Seller.

                    (i)  Legal Matters.  Seller has received no
          written notice of any pending legal action, lawsuit, or
          judicial proceeding, including without limitation, a
          condemnation proceeding, affecting title to the Property
          or to any portion thereof.

                    (ii) Seller's Authority.  Seller is a general
          partnership duly organized, validly existing and in good
          standing under the laws of the State of Missouri.  This
          Agreement and all agreements, instruments and documents
          herein provided to be executed by Seller are duly
          authorized, executed and delivered by and binding upon
          Seller in accordance with their terms.  All requisite
          action (corporate, partnership or otherwise) has been
          taken or obtained by Seller in connection with the
          entering into this Agreement and the consummation of the
          transactions contemplated hereby, or, as to the
          consummation of the transaction contemplated hereby, will
          be taken prior to the Closing Date.

                    (iii)     Mechanics' Liens.  Seller has received
          no written notice of any claims for mechanics' liens for
          any labor, services or materials for the benefit of the
          Property.

                    (iv) Utilities.  Seller has received no written
          notice that the Property is not served by water, sewer,
          gas, telephone and electricity.

                    (v)   Governmental Compliance/Notices.  Seller
          has received no written notice from any governmental or
          quasi-governmental agency requiring the correction of any
          violation of law or regulation with respect to the
          existing condition of the Property or the Improvements and
          to the best of Seller's actual knowledge, without inquiry
          Seller knows of no violations or alleged violations of any
          federal, state or local law which affect the Property.

                    (vi)  Condemnation.  Seller has received no
          written notice of, and to Seller's actual knowledge Seller
          is not aware of, any pending condemnation action with
          respect to the Property or the Improvements.

                    (vii)     Claims.  Seller has received no
          written notice of any claims or actions against the
          Property or Seller that would limit or prohibit Seller, in
          any material respect, from performing all of the terms,
          covenants and provisions of this Agreement by Seller.

                    (viii)    Outstanding Contracts.  To the best of
          Seller's actual knowledge, there are no outstanding or
          unperformed contracts for improvements or repairs to the
          Property or to the Improvements, or any unpaid or disputed
          bills for labor, materials or services in connection with
          any repairs or improvements to any portion of the Property
          or the Improvements that could give rise to a mechanics'
          lien which will not be paid in the ordinary course of
          business.  To the Seller's actual best knowledge all of
          the management, employment and service agreements or other
          Contracts encumbering or affecting the Property are set
          forth on Exhibit D, and can be cancelled upon thirty (30)
          days notice without penalty or premium, unless otherwise
          set forth on Exhibit D hereto.

                    (ix) Leases.  As of Closing, none of the Tenant
          Leases and none of the other rents or other amounts
          payable thereunder are or will be assigned, pledged, or
          encumbered by Seller.  To Seller's actual knowledge, no
          material default exists by any tenants under the Tenant
          Leases which has not been cured.  Seller has not received
          any written notice from any tenant of the Property that
          Seller as landlord is, and to Seller's actual knowledge,
          the landlord under the Tenant Leases is not, in default of
          any of its material obligations thereunder.

                    (x)  Insurance.  Seller has not received any
          written notice from any insurance company or rating
          organization to the effect that the physical condition of
          the Property would prevent obtaining new insurance
          policies at present rates.

                    (xi) Environmental.  To the best of Seller's
          actual knowledge without inquiry, and except as may be set
          forth on Exhibit H attached hereto, there are and have
          been no violations of applicable federal, state or local
          environmental laws, and no hazardous or toxic substances
          or materials (including without limitation, oil or
          petroleum products, PCB's, urea formaldehyde foam
          insulation, asbestos, or underground storage tanks of any
          kind) as those terms are used in any applicable federal,
          state and local environmental laws which regulate such
          substances or materials or tanks, brought or placed by
          Seller on the Property, and no written notice has been
          given to Seller with respect to the possible presence of
          any such substances, materials or tanks on the property.

          Seller's warranties and representations and Seller's
     liability for breach of any of its representations and
     warranties under this paragraph 10 shall survive Closing for a
     period of one (1) year, and shall not otherwise be merged into
     any deed or other document given at Closing.

          Except as specifically set forth in this Agreement, Seller
     makes no representations or warranties with respect to the
     Property, and Purchaser is accepting the same in its present
     "AS IS" condition.

          (b)  Representations and Warranties of Purchaser.  In
     addition to any other representations and warranties of
     Purchaser specifically contained herein, the following
     constitute representations and warranties of Purchaser made as
     of the Effective Date and as of the Closing Date.

                    (i)  Purchaser's Authority.  Purchaser is a
          corporation duly organized, validly existing and in good
          standing under the laws of the State of Utah, and is
          qualified to do business in the State of Missouri.  This
          Agreement and all agreements, instruments and documents
          herein provided to be executed by Purchaser are duly
          authorized, executed and delivered by and binding upon
          Purchaser in accordance with their terms.  All requisite
          action (corporate, partnership or otherwise) has been
          taken or obtained by Purchaser in connection with the
          entering into this Agreement and the consummation of the
          transactions contemplated hereby, or, as to the
          consummation of the transaction contemplated hereby, will
          be taken prior to the Closing Date.  This representation
          and warranty shall survive Closing for a period of one (1)
          year.

     11.  Covenants of Seller.  Seller covenants and agrees with
Purchaser that from the date of this Agreement until the Closing
Date:

          (a)  Seller shall not execute any new leases or modify or
     terminate any existing Tenant Lease without the prior written
     consent of Purchaser (which consent shall not be reasonably
     withheld), and Seller shall perform its material obligations as
     landlord under the Tenant Leases.

          (b)  Seller shall maintain the Property in substantially
     the same condition existing on the date of this Agreement,
     ordinary wear and tear and casualty excepted.  Except for
     charges incurred in the month of Closing and prorated pursuant
     to paragraph 6(e) hereof, Seller shall pay on a timely basis
     all bills and discharge all of Seller's obligations arising
     from ownership, operation, management, repair, maintenance and
     leasing of the Property in Seller's ordinary course of
     business, and in all events prior to Closing.

          (c)  Seller will not enter into any service, employment or
     management contract encumbering or affecting the Property which
     is not cancelable upon thirty (30) days notice without penalty.

     12.  Casualty or Condemnation Prior to Closing.

          (a)  In the event of the damage or destruction of all or
     any of the Property prior to Closing, Purchaser, at its option,
     shall either:  (i) terminate this Agreement by written notice
     to Seller within fifteen (15) days of receiving notice of such
     casualty, whereupon neither party shall have any further
     obligations hereunder (provided that in the event of a casualty
     reasonably estimated to cost less than $20,000 to repair,
     Seller may, at its option, repair such damage and restore the
     property to Purchaser's reasonable satisfaction prior to
     Closing, or agree on an adjustment to the Purchase Price
     reasonably acceptable to Purchaser and Seller to reflect the
     cost of such repair and restoration, and in either such event
     Purchaser shall have no option to terminate); or (ii) enforce
     this Agreement whereupon Seller shall assign to Purchaser any
     insurance proceeds payable as a result of such damage or
     destruction, with no reduction in the Purchase Price.  In the
     event Purchaser shall fail to notify Seller with such fifteen
     (15) day period of Purchaser's election, Purchaser shall be
     deemed to have elected to enforce this Agreement; provided that
     if insurance proceeds are not available and assigned to
     Purchaser for the full cost of repair of such casualty and
     restoration of the Property, Purchaser shall receive a credit
     against the Purchase Price for the cost of such repair and
     restoration.

          (b)  In the event that prior to Closing, any portion of
     the Property is taken by eminent domain, or is the subject of
     eminent domain proceedings threatened or commenced, Seller
     shall promptly notify Purchaser thereof, and immediately
     provide Purchaser with copies of any written communication from
     any condemning authority.  If any of said events shall occur
     then, in that event, Purchaser shall have the option to
     terminate this Agreement by written notice to Seller within
     fifteen (15) days of receiving Seller's notice, whereupon
     neither party shall have any further obligations hereunder.  If
     Purchaser fails to timely give such notice, Purchaser shall be
     deemed to have elected to close.  If any of said events shall
     occur and Purchaser elects to close, (i) if the transfer of the
     condemning authority takes place prior to Closing hereunder,
     the remainder of the Property shall be conveyed to Purchaser at
     Closing; (ii) if the transfer of the condemning authority has
     not taken place prior to Closing, the entire Property shall be
     conveyed to Purchaser at Closing hereunder; (iii) if Seller has
     received payment for such condemnation or taking prior to the
     Closing hereunder, the amount of such payment shall be a credit
     against the Purchase Price payable by Purchaser hereunder; and
     (iv) if Seller has not received such payment at the time of
     Closing, Seller shall assign to Purchaser all claims and rights
     to or arising out of such taking, including the right to
     conduct any litigation in respect of such condemnation.

     13.  Real Estate Commission.

          (a)  Seller covenants and agrees with Purchaser that no
     real estate commissions, finders' fees or brokers' fees have
     been or will be incurred in connection with this Agreement or
     the sale contemplated hereby, except a commission to Tripp
     Hardin at Nooney Krombach Company who was retained by Seller
     ("Seller's Agent") and to Tim Convy of CB Commercial Real
     Estate Group, Inc. who was retained by Purchaser ("Purchaser's
     Agent").  Seller shall pay the commission due to Seller's Agent
     in cash at Closing if, as and when the sale contemplated hereby
     is consummated, in accordance with the terms of the listing
     agreement between Seller and Seller's Agent.  Purchaser shall
     be responsible for paying the commission due to the Purchaser's
     Agent in accordance with the terms of the agreement between
     Purchaser and Purchaser's Agent.  Seller shall be solely
     responsible for the payment of any and all real estate
     commissions, claims to such commissions and/or similar type
     fees arising, directly or indirectly, out of this transaction
     and based upon the actions of Seller.  Seller does hereby agree
     to indemnify Purchaser against and hold Purchaser harmless from
     any and all such real estate commissions, claims to such
     commissions or similar fees, including reasonable attorneys'
     fees incurred in any lawsuit regarding such commissions or fees
     to the extent such claims or liabilities are based upon the
     actions of Seller (except for claims brought by Purchaser's
     Agent).  Purchaser hereby represents and warrants that
     Purchaser has dealt with no broker, finder, or other person
     except Seller's Agent and Purchaser's Agent in connection with
     the purchase of the Property in any manner that might give rise
     to any claim or lien for commission or fee against Seller.
     Purchaser does hereby agree to indemnify Seller and hold Seller
     harmless from and against any costs or claims, including
     reasonable attorneys' fees, arising from such real estate
     commissions or similar fees or lien of Purchaser's Agent or any
     other broker, finder or other person claiming by or through
     Purchaser, except Seller's Agent.  Notwithstanding anything
     contained in this Agreement to the contrary, the terms,
     provisions, conditions and indemnifications of this
     Subparagraph 13(a) shall survive Closing and the delivery of
     the Deed or the termination of this Agreement.

     14.  Default.

          (a)  If Purchaser fails to consummate the purchase
     contemplated herein when required to do so pursuant to the
     provisions hereof, then the Purchaser shall forfeit the Earnest
     Money to Seller as full and complete liquidated damages, and as
     the exclusive and sole right and remedy of Seller, whereupon
     this Agreement shall terminate and neither party shall have any
     further obligations or liabilities to any other party.

          (b)  Except for any breaches waived in writing by
     Purchaser, if Seller has (i) breached any of its covenants or
     obligations under this Agreement and such breach (except for
     any breach that can be cured by the payment of money to
     Purchaser, for which Seller shall have no cure period) has not
     been cured five (5) days after notice thereof by Purchaser, or
     (ii) has failed, refused or in unable to consummate the sale
     contemplated herein by the Closing Date, then Purchaser shall
     have all remedies available to it at law or in equity.

     15.  Possession.  Seller shall deliver possession of the
Property to Purchaser on the Closing Date, free of all leases,
tenancies, licenses and occupants other the rights of tenants
pursuant to the Tenant Leases assigned to Purchaser pursuant to the
Assignment of Leases and Contracts.

     16.  Successors and Assigns.  Purchaser shall have the right to
assign its rights under this Agreement:  (1) to any affiliated
entity, without Seller's prior consent; and (2) to any other entity
provided that Seller consents to such assignment, such consent not
to be unreasonably withheld.  Upon Purchaser's assignment of the
Agreement, such assignee shall be deemed substituted, by novation,
for the named Purchaser, and such assignee shall assume Purchaser's
obligations hereunder.  Notwithstanding any assignment, substitution
or novation of this Agreement, unless such assignee substitutes the
Earnest Money payable under this Agreement, the Earnest Money paid
by Purchaser shall not be released from Escrow and shall remain at
risk; and Seller shall have all rights to such monies pursuant to
the terms hereof should Purchaser (or any successor assignee)
default under this Agreement.

     17.  Notices.  All notices or other communications required or
permitted hereunder shall be in writing, and shall be personally
delivered by overnight air express service providing confirmation of
delivery or by registered or certified mail, postage prepaid, return
receipt requested, addressed to the parties hereto at their
respective addresses set forth below.  Such notice or other
communication shall be deemed given (a) upon receipt or upon refusal
to accept delivery if delivered by facsimile telecommunication or
Registered or Certified Mail or (b) one (1) business day after
tendering to an overnight air express service.

Seller:             Cahn Realty Associates
                    1699 S. Hanley Road
                    Brentwood, Missouri 63144
                    Attention:  Mr. Paul Cahn
                    Telephone No.:  645-3018

With a copy to:          Fredericks, Melloway & Ghahremani
                    7701 Forsyth Blvd.
                    Suite 300
                    Clayton, Missouri 63105
                    Attention:  James A. Fredericks
                    Telephone No.:  (314) 854-0629

Purchaser:               Tripos, Inc.
                    1699 S. Hanley Road
                    St. Louis, Missouri 63144
                    Attention:  John Yingling
                    Telephone No: 647-1099

With a copy to:          Peper, Martin, Jensen, Maichel and Hetlage
                    720 Olive St., 24th Floor
                    St. Louis, Missouri  63101
                    Attention:  Laura K. Rebbe
                    Telephone No.: (314) 444-6507

Notice of change of address shall be given by written notice in the
manner detailed in this Paragraph 17.

     18.  Miscellaneous.

          (a)  This Agreement contains the entire Agreement between
     the parties respecting the matters herein set forth and
     supersedes all prior agreements between the parties hereto
     respecting such matters, (including, without limitation, that
     certain letter agreement executed by Seller on March 25, 1997
     and by Purchaser on March 24, 1997) there being no other oral
     or written promises, conditions, representations,
     understandings, warranties or terms of any kind as conditions
     or inducements to the execution hereof and none have been
     relied upon by either party.

          (b)  Time is of the essence of this Agreement.

          (c)  Paragraph headings shall not be used in construing
     this Agreement.

          (d)  Except as herein expressly provided, no waiver by a
     party of any breach of this Agreement by the other party shall
     be deemed to be a waiver of any other breach by such other
     party (whether preceding or succeeding and whether or not of
     the same or similar nature), and no acceptance of payment or
     performance by a party after any breach by the other party
     shall be deemed to be a waiver of any breach of this Agreement
     or of any representation or warranty hereunder by such other
     party whether or not the first party knows of such breach at
     the time it accepts such payment or performance.

          (e)  No failure or delay by a party to exercise any right
     it may have by reason of the default of the other party shall
     operate as a waiver of default or as a modification of this
     Agreement or shall prevent the exercise of any right by the
     first party while the other party continues to be so in
     default.

          (f)  Except as otherwise expressly provided herein, any
     approval or consent provided to be given by a party hereunder
     may be given or withheld in the reasonable discretion of such
     party.

          (g)  This Agreement shall be construed and enforced in
     accordance with the laws of the State of Missouri.

          (h)  No agreement, amendment, modification, understanding
     or waiver of or with respect to this Agreement or any term,
     provision, covenant or condition hereof, nor any approval or
     consent given under or with respect to this Agreement, shall be
     effective for any purpose unless contained in a writing signed
     by the party against which such agreement, amendment,
     modification, understanding, waiver, approval or consent is
     asserted.

          (i)  If the final day of any period or any date of
     performance under this Agreement falls on a Saturday, Sunday or
     legal holiday, then the final day of the period or the date of
     such performance shall be extended to the next business day.

          (j)  Seller shall be responsible for any contractual
     obligations Seller incurred prior to the Closing with respect
     to the Property attributable to the time period prior to the
     Closing, and Purchaser shall be responsible for any contractual
     obligations with respect to the Property attributable to the
     time period at or after the Closing.  Neither party assumes or
     agrees to pay, or indemnify the other party or any other person
     or entity against any liability, obligation or expense of said
     party relating to the Property prior to the Closing Date, in
     any way except, and only to the extent, if any, expressly
     provided for herein or in the documents executed at Closing.

          (k)  In the event it becomes necessary for either party
     hereto to file a suit to enforce this Agreement or any
     provisions contained herein, the party prevailing in such
     action shall be entitled to recover, in addition to all other
     remedies or damages expressly provided herein, reasonable
     attorneys' fees and court costs, including appellate costs,
     incurred in such suit.

          (l)  The "Effective Date" hereunder shall be the last date
     set forth next to the parties signatures provided below.

          (m)  The Exhibits attached to this Agreement are
     hereby incorporated into and made a part of this Agreement
     the same as if fully set forth in the body of this
     Agreement.

          (n)  SELLER'S TAX DEFERRED EXCHANGE:  Seller hereby
     reserves the right to dispose of the Property as part of an
     Internal Revenue Code Section 1031 Tax Deferred Exchange for
     the benefit of Seller.  In the event Seller so elects, Seller
     shall assign all contract rights and obligations hereunder to
     an intermediary, as part of, and in furtherance of, such Tax
     Deferred Exchange.  Purchaser agrees to assist and cooperate
     with Seller in such exchange, provided Purchaser does not incur
     any liability with respect to any exchange property, and on the
     condition that Seller reimburse Purchaser at Closing for all
     costs and expenses incurred by Purchaser in connection with
     such exchange.  Purchaser further agrees to execute any and all
     documents (subject to the reasonable approval of Purchaser's
     legal counsel) as are reasonably necessary in connection with
     such exchange.  As part of such exchange, Seller shall convey
     the Property described herein directly to Purchaser, and
     Purchaser shall not be obligated to acquire or convey any other
     property as part of such exchange.  In the event that Seller
     elects to dispose of the Property pursuant to a Tax Deferred
     Exchange, Seller agrees to indemnify and hold Purchaser free
     and harmless from any cost, expense and liability, including
     reasonable attorney's fees, resulting from Purchaser's
     participation in such exchange.

     WHEREFORE, the parties have executed this Agreement as of the
Effective Date.

CAHN REALTY ASSOCIATES,            TRIPOS, INC.,
a Missouri general partnership     a Utah Corporation


By:   /s/ Paul Cahn             By:     /s/ Colleen A. Martin
Name:     Paul Cahn             Name:       Colleen A. Martin
Title:    Managing Partner      Title:      VP Finance
Date:     June 3, 1997          Date:       June 2, 1997



                         ESCROW RECEIPT

     The undersigned escrow agent, as "Title Insurer" hereby:  a)
acknowledges receipt of a copy of the foregoing Purchase and Sale
Agreement executed by Tripos, Inc. as Purchaser and Cahn Realty
Associates as Seller; b) acknowledges receipt of the Earnest Money
thereunder; and c) agrees that the Earnest Money shall be held and
disbursed pursuant to the terms of such Purchase and Sale Agreement.


DATE:                 , 1997

                                   By:

                                   Printed Name:

                                   Title:



                           EXHIBIT A

                         REAL PROPERTY



                           EXHIBIT B

                       PERSONAL PROPERTY

     Any window washing equipment or mechanical system
     equipment specially designed or adapted to the
     specifications of the Property or to use on the Property.


                           EXHIBIT C

                         TENANT LEASES

Tenant                   Suite          Square Feet   Expiration
1699 South Hanley:

Tripos                                   24,221         8/31/2000

Bellevue Radiology                       1,654         3/31/98; with one
                                                       3 year renewal option
Lodging/Hospitality
Management Corp.                         1,705          7/31/99

1701 South Hanley Road

Spencer Restaurant Supply               10,000         12/31/97


     Seller agrees and confirms that any Lease to Elan-Polo, Inc. or
     any related entity(ies) (written or verbal) existing on the
     Effective Date of this Agreement will be cancelled as of
     Closing (to be replaced by the lease negotiated and executed
     pursuant to paragraph 8 hereof).


                           EXHIBIT D

                     SCHEDULE OF CONTRACTS

A.   Contracts that can be cancelled on 30 days' notice

     Mitch Murch Maintenance Management Company, dated July 25, 1996
     (unsigned) for certain janitorial services.

B.   Contracts that cannot be cancelled on 30 days' notice, if any

     Otis Elevator Company, dated January 6, 1988 for elevator
     maintenance and repair work.


     Purchaser acknowledges receipt from Seller of copies of the
     aforesaid contracts.


                           EXHIBIT E

                LIST OF LICENSES AND WARRANTIES

     As of the Effective Date of this Agreement, Seller is not aware
     of any Warranties affecting the Property.

                           EXHIBIT F

                            PERMITS

     As of the Effective Date of this Agreement, Seller is not aware
     of any Permits affecting the Property


                           EXHIBIT G

                      PERMITTED EXCEPTIONS


1.Office Building Lease dated August 19, 1996, between Cahn Realty
  Associates, as Landlord, and Lodging/Hospitality Management
  Corporation, as Tenant.
  
2.   Commercial Lease dated December 12, 1991, between Paul J.
  O'Brien, as Landlord, and Spener Restaurant Design, Inc., as Tenant;
  as amended by First Amendment to Commercial Lease dated November 21,
  1994; as amended by Second Amendment to Commercial Lease dated June
  10, 1996; and subject to Assignment and Assumption of Lease dated
  December 8, 1994 between Paul J. O'Brien and Ruth L. O'Brien, as
  Assignor, and Cahn Realty Associates, as Assignee.
  
3.   Unrecorded month-to-month tenancy of Elan-Polo, Inc. that will
  terminate at the closing of this Agreement and a new lease by and
  between Elan-Polo, Inc. and Purchaser dated June 17, 1997 that will
  commence in place thereof.
  
4.Office Building Lease dated July 11, 1995 between Cahn Realty
  Associates, as Landlord, and Tripos, Inc., as Tenant; as amended
  by First Amendment to Lease dated May 1, 1996; and as amended by
  Second Amendment to Lease dated September 25, 1997.
  
5.General taxes for the year 1997 and subsequent years, and special
  taxes arising after the date of closing on the Agreement.
  
6.Easement Agreement according to Deed recorded in Book 8134 Page
  1456.
  
7.Easement granted to Laclede Gas Company, by instrument recorded in
  Book 2639 Page 149 and Book 7177 Page 1125.
  
8.Roadway Easement Agreement by and between Cahn Realty Associates,
  a Missouri General Partnership, and Paul J. O'Brien and Ruth L.
  O'Brien, husband and wife, according to instrument recorded in
  Book 10381 Page 2017.
  
9.Easement granted to Union Electric Company of Missouri, by
  instrument recorded in Book 2508 Page 241.
  
10.  Sewer Assessments, if any; none now due and payable.
  
11.  Parking Easement Agreement dated December 8, 1994, by and
  between Cahn Realty Associates, a Missouri general partnership,
  and Paul J. O'Brien and Ruth L. O'Brien, husband and wife,
  recorded in Book 10381, Page 2033, as amended by First Amendment
  to Parking Easement Agreement dated September 17, 1997 by and
  between Cahn Realty Associates, a Missouri general partnership,
  and Paul J. O'Brien and Ruth L. O'Brien, husband and wife.


                           EXHIBIT H

                     ENVIRONMENTAL MATTERS

     Phase I Environmental Site Assessment, of subject site 1701
     South Hanley Road, dated August 25, 1994, prepared by Terra
     Resource Group.

     Purchaser acknowledges receipt from Seller of a copy of the
     above Phase I Site Assessment.



Exhibit 21

                   Subsidiaries of the Registrant

Registrant:    Tripos, Inc.
               1699 South Hanley Road
               St. Louis, Missouri 63144  U.S.A.

First Tier Subsidiaries: Tripos Realty, LLC.
               1699 South Hanley Road
               St. Louis, Missouri 63144  U.S.A.

               Tripos GmbH
               Martin Kollar Strasse, 13
               D-81829 Munich, Germany

               Tripos Associates SARL
               Buromaster
               2 Rue Luigi Galvani
               92160 Antony, France

               Tripos UK Holdings Limited
               The Courtyard, High Street
               Ascot, Berkshire SL5 7HP England

Second Tier Subsidiaries: Tripos UK Limited
                          13 Shenley Pavilions, Chalkdell Drive
                          Milton Keynes, Buckinghamshire MK5 6LB England

                          Tripos Receptor Research Limited
                          Higher Grimscott, Launcells
                          Bude, Cornwall EX23 9LU England


Exhibit 23.1


                    Consent of Independent Auditors
               
               
We  consent  to  the incorporation by reference in the  Registration
Statements  (Form S-8, No. 33-79610) pertaining to the Tripos,  Inc.
1994 Stock Plan, the Tripos, Inc. 1994 Director Option Plan, and the
Tripos, Inc. 1994 Employee Stock Purchase Plan, (Form S-8, No.  333-
09459)   pertaining  to  the  Tripos,  Inc.  1996   Director   Stock
Compensation  Plan  and the amendment of the  1994  Director  Option
Plan,  and (Form S-8, No. 333-33163) pertaining to the Tripos,  Inc.
1996  Director Stock Compensation Plan, the 1994 Stock Option  Plan,
and  the  1994 Director Option Plan of our report dated February  6,
1998,  with  respect  to the consolidated financial  statements  and
schedule  of Tripos, Inc. included in its Annual Report (Form  10-K)
for the year ended December 31, 1997.
                              
                              /s/ Ernst & Young LLP
                              
St. Louis, Missouri
March 25, 1998