FORM 10-Q


                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

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

         For the quarterly period ended September 30, 1999

                  Commission File Number 0-23666



                           TRIPOS, INC.
      (Exact Name of Registrant as Specified in its Charter)


        Utah                              43-1454986
(State or Other Jurisdiction of         (I.R.S. Employer
Incorporation or Organization)          Identification No.)




                      1699 South Hanley Road
                    St. Louis, Missouri  63144
       (Address of Principal Executive Offices and Zip Code)



                          (314) 647-1099
       (Registrant's Telephone Number, Including Area Code)




Indicate  by  check mark whether the registrant (1) has  filed  all
reports  required  to  be  filed by Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (or
for  such shorter period that the registrant was required  to  file
such  reports), and (2) has been subject to such filing requirement
for the past 90 days.

Yes  X              No


Number  of  shares  outstanding of the issuer's Common  Stock,  par
value $.01 per share, as of September 30, 1999: 3,290,132 shares.




                         TABLE OF CONTENTS



PART I  FINANCIAL INFORMATION,                            Page

Item 1. Financial Statements (Unaudited)


Consolidated Balance Sheets at
     September 30, 1999 and December 31, 1998              3

Consolidated Statements of Operations
    for Three and Nine Months Ended September 30, 1999
    and September 30, 1998                                 4

Consolidated Statements of Cash Flows for Nine Months
    Ended September 30, 1999 and September 30, 1998        5

Notes to Consolidated Financial Statements                 6



Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations  8



PART II  OTHER INFORMATION                                12

SIGNATURES                                                13

EXHIBITS                                                  14

                              PART I
                       FINANCIAL INFORMATION

Item 1.  Financial Statements.

                    CONSOLIDATED BALANCE SHEETS
                         (In thousands)
                          (Unaudited)
                                             Sep 30,     Dec 31,
                                                1999        1998
                               ASSETS
Current Assets:
 Cash and cash equivalents                  $    659    $  1,774
 Accounts receivable                           9,136      12,451
 Inventory                                     2,820       2,389
 Prepaid expenses                              1,057       1,278
 Deferred income taxes                           201         242
    Total current assets                      13,873      18,134

Notes receivable-trade                         1,855       2,304
Notes receivable-other                           917         863
Property and equipment, net of depreciation   14,172      11,076
Capitalized development costs, net               625         877
Goodwill, net of amortization                  1,348       1,447
Investment in unconsolidated affiliates        2,423       1,982
Other, net                                       131         127

 Total assets                               $ 35,344    $ 36,810

              LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Current portion of long-term debt
   and capital leases                         $  256     $    150
 Notes payable  (see Note 6)                   4,000          178
 Accounts payable                                593          827
 Accrued expenses                                830        2,858
 Deferred revenue                              4,348        5,005
    Total current liabilities                 10,027        9,018

 Long-term portion of capital leases             263          226
 Long-term notes payable (see Note 6)          5,929        5,289
 Long-term deferred revenue                    1,664        2,303
 Deferred income taxes                           407          465

Shareholders' equity:
 Common stock                                     33           33
 Additional paid-in capital                   18,238       17,980
 Accumulated earnings (deficit)               (1,226)       1,269
 Accumulated other comprehensive income            9          227
    Total shareholders' equity                17,054       19,509

 Total liabilities and
        shareholders' equity                $ 35,344     $ 36,810

See accompanying notes.



Item 1.  Financial Statements (continued)

                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share data)
                                 (Unaudited)

                              Three Months Ended    Nine Months Ended
                               Sep 30,   Sep 30,    Sep 30,   Sep 30,
                                  1999      1998       1999      1998
Net sales:
 Software licenses             $ 2,389   $ 2,804    $ 5,941   $ 7,050
 Support                         2,005     2,054      6,153     5,879
 Accelerated discovery services    817       386      3,709     2,090
 Hardware                          296       343      1,982     2,281
Total net sales                  5,507     5,587     17,785    17,300

Operating costs and expenses:
 Cost of sales                     984     1,329      4,330     4,477
 Sales and marketing             2,477     2,511      7,103     7,279
 Research and development        2,009     1,580      6,542     4,377
 General and administrative      1,330       936      3,727     2,798
Total costs and expenses         6,800     6,356     21,702    18,931

Loss from operations            (1,293)     (769)    (3,917)   (1,631)

Other income (expense), net        (15)      877        (67)    1,332

Income (loss) before
      income taxes              (1,308)      108     (3,984)     (299)

Income tax expense (benefit)      (472)       38     (1,489)     (108)

Net income (loss)               $ (836)    $  70    $(2,495)   $ (191)

Basic earnings (loss)
     per share                  $(0.25)    $0.02     $(0.76)   $(0.06)
Diluted earnings (loss)
     per share                  $(0.25)    $0.02     $(0.76)   $(0.06)
Diluted weighted average
   number of shares              3,289     3,424      3,271     3,198

See accompanying notes.



Item 1.  Financial Statements (continued)

               CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (In Thousands)
                            (Unaudited)
                                                Nine Months Ended
                                               Sep 30,    Sep 30,
                                                  1999        1998
Cash flows from operating activities
 Net loss                                      $(2,495)    $  (191)
 Adjustments to reconcile net loss to net
  cash provided (used) by operating activities:
   Depreciation of property and equipment        1,231         594
   Amortization of capitalized
    development costs                              521       2,558
   Deferred income taxes                           (17)       (340)
 Change in operating assets and liabilities:
   Accounts receivable                           2,864       3,042
   Notes receivable-trade                          449      (1,216)
   Inventory                                      (443)     (1,408)
   Prepaid expenses and other assets               213        (451)
   Accounts payable and accrued expenses        (2,198)     (2,643)
   Deferred revenue                             (1,011)      1,078
 Net cash provided (used) by
     operating activities                         (886)      1,023

 Cash flows from investing activities:
   Net purchases, sales, and maturities
    of investments                                  --       1,252
   Notes receivable-other                          (54)        (54)
   Purchases of property and equipment          (4,336)     (3,023)
   Capitalized development costs                  (165)         --
   Other                                          (465)        (68)
 Net cash used in investing activities          (5,020)     (1,893)

 Cash flows from financing activities:
   Stock issuance pursuant to stock plans          258         399
   Proceeds from the issuance of
      long-term debt                             4,671         412
   Payments on long-term debt and
      capital leases                              (232)       (160)
 Net cash provided by financing activities       4,697         651

 Effect of foreign exchange rate changes
   on cash and cash equivalents                     94         (43)

 Net increase (decrease) in cash and
   cash equivalents                             (1,115)       (262)

 Cash and cash equivalents at
   beginning of period                           1,774       5,277

 Cash and cash equivalents at
   end of period                                $  659     $ 5,015

See accompanying notes.


Item 1.  Financial Statements (continued)


            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)
               (in thousands, except per share data)


(1)  Summary of significant accounting policies

     (a) Organization

      Tripos,  Inc.  (the  "Company")  delivers  science,  software
tools, chemical  products and  analysis   services   that   advance
customers' creativity and productivity in pharmaceutical, agrochem-
ical,  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.

     (b) Basis of presentation

      The  accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles   for  interim  financial  information  and   with   the
instructions  to  Form  10-Q  and Article  10  of  Regulation  S-X.
Accordingly,  they  do  not  include all  of  the  information  and
footnotes required by generally accepted accounting principles  for
complete financial statements. These statements should be  read  in
conjunction  with  the Company's consolidated financial  statements
for  the  year  ended December 31, 1998 set forth in the  Company's
Annual  Report on Form 10-K filed with the Securities and  Exchange
Commission.   In  the opinion of management, all  normal  recurring
adjustments  necessary for a fair presentation  of  such  financial
statements  have been included.  Operating results for  the  three-
and nine-month periods ended September 30, 1999 are not necessarily
indicative  of the results that may be expected for the year  ended
December 31, 1999.

(2)  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  capitalized  development  costs,  accrued  vacation  and
customer deposits.

(3) Comprehensive Income

      The  components of comprehensive income, net of related  tax,
for  the three- and nine-month periods ended September 30, 1998 and
1998 are as follows:
                             Three Months     Nine Months Ended
                                 Ended
                            Sep 30,  Sep 30,   Sep 30,  Sep 30,
                               1999     1998      1999     1998

Net income (loss)             $(836)   $   70   $(2,495)  $ (191)
Foreign currency
  translation adjustments        92       227      (218)     163

Comprehensive income (loss)   $(744)   $  297   $(2,713)  $   28

     The components of accumulated other comprehensive income, net
of related tax, at September 30, 1999 and December 31, 1998 are as
follows:
                                             1999      1998
Foreign currency translation adjustments     $  9     $ 227

Accumulated other comprehensive income       $  9     $ 227


(4) Earnings Per Share

The following table sets forth the computation of basic and diluted
earnings per share for the periods ended September 30, 1999 and 1998.

                             Three Months Ended    Nine Months Ended
                              Sep 30,   Sep 30,    Sep 30,   Sep 30,
                                 1999      1998       1999      1998
Numerator:
 Numerator for basic and diluted
 earnings (loss) per share      $(836)     $ 70    $(2,495)   $ (191)

Denominator:
 Denominator for basic earnings
 (loss) per share-weighted
 average shares                 3,289     3,226      3,271     3,198
 Effect of dilutive securities:
  Employee stock options Note A    --       198         --        --
 Denominator for diluted earnings
 (loss) per share--adjusted
 weighted average shares        3,289     3,424      3,271     3,198
 and assumed conversions

Basic earnings (loss)
   per share                   $(0.25)    $0.02     $(0.76)   $(0.06)
Diluted  earnings (loss)
   per share                   $(0.25)    $0.02     $(0.76)   $(0.06)

Note A:  Employee stock options to purchase shares of the Company's
common  stock  are  not  included in  the  computation  of  diluted
earnings per share in the periods when the Company realized  a  net
loss because the effect would have been anti-dilutive.

(5)  Inventory

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

                                   September 30, December 31,
                                            1999         1998

      Raw materials                       $  395       $   44
      Work in process                        258        1,764
      Finished goods                       2,167          581
                                          $2,820       $2,389


(6)  Long Term Debt

     On  April 30, 1999, the Company entered into a credit facility
with  a bank, which refinanced an existing $12,000 Credit Agreement
and  a  mortgage note.  The new Credit Agreement is for a total  of
$15,320  which  consists  of three separate  credit  facilities:  a
$3,320  secured  real estate mortgage, a $4,000 three-year  secured
term loan, and an $8,000 three-year revolving line of credit.   The
Credit  Agreement  is collateralized by substantially  all  of  the
Company's U.S. assets and stock pledges for the Company's U.S.  and
foreign  subsidiaries.   The  credit  facility  also  requires  the
Company  to  meet  certain financial covenants,  including  various
coverage ratios.

     Effective September 30, 1999, the Company and the bank  agreed
to  a waiver and second amendment to the credit facility to reflect
operating  results of the third quarter and proceeds  of  financing
transactions described below.  This amendment calls for adjustments
in  covenant levels.  The Company expects to meet the new  covenant
levels  in the fourth quarter of 1999 and during fiscal year  2000.
At September 30, 1999, the availability under the revolving line of
credit was $1.35 million.

      Subsequent to September 30, 1999, the Company entered into  a
financing  transaction  for a portion of its  equipment  at  Tripos
Receptor  Research  Ltd. in England.  The resulting  capital  lease
transaction  generated $2.0 million in cash that was used to reduce
the term loan.  In  addition,  the Company tendered  its  shares in
Phase-1 Molecular  Toxicology, Inc. back to Phase-1 in exchange for
$1.0 million  and  a  secured note in the amount  of $0.82 million,
payable on November  8, 2000.  The $1.0 million in  cash  was  also
applied to  the  term loan.  These  two  transactions  combined  to
reduce the outstanding balance  on  the term loan from $4.0 million
to $1.0 million.  As a result of  these transactions and  the terms
of  the  second  amendment  to the credit  agreement, the remaining
outstanding balance of the term loan  is  classified  as short-term
debt pending its renegotiation or retirement.

(7)  Recent Accounting Pronouncements

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


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Overview

Tripos,  Inc.  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, and contract discovery research.  The Company  continues
to  be  a  reseller  of  third  party hardware  products  that  are
compatible with the Company's software products.

      The  Company's  sales and expenses can vary from  quarter  to
quarter  depending upon, among other things, the Company's  ability
to  produce  compound  libraries in a timely  manner,  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, the  Company  may  choose to
negotiate  a long-term software license contract that may,  subject
to  certain rules of SOP 97-2, be recognized ratably over the  life
of  the contract.  A substantial portion of the Company's sales 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  sales  components
and not necessarily on total sales.

Year 2000 Issues

The  Company  provides  software licenses that  are  activated  and
remain  active  based on date and time of the  computer  where  the
software   resides.  Management  believes  that  Tripos'   software
products   currently  offered  to  its  customers  are  Year   2000
compliant.  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  relating  to
software  products  currently offered and  supported  will  not  be
material  and  should  not  affect  future  financial  results   of
operations, liquidity or capital resources.

The  Company  has  no software used for internal processing,  other
than  its  software products that are already Year 2000  compliant,
that  are  more than three years old.  When written, this  software
was  Year 2000 compliant.  The Company has been verifying its  Year
2000  compliance  throughout 1998 and into 1999.   In  addition  to
informal testing and purchases of Year 2000 compliant software  and
equipment,  the  Company started development of a  formal  plan  in
October  1998.   The  second  phase  of  the  planning,  which  was
completed  in  May  1999  includes a full  written  description  of
potential  problems. The third phase, consisting  of  developing  a
written description of each solution and work-around as well as the
testing plan to validate a workable solution, was completed in June
1999.  The fourth phase, validation of the proposed solutions,  was
completed  in  July  1999.  The  Company  began  implementing   the
solutions in July 1999.  Finally, the Company's plan for compliance
was  substantially complete by September 30, 1999.  Remaining minor
upgrades  will  be  completed early in  the  fourth  quarter.  When
finished,  the  implementation will mean that a) all computers  are
Year  2000 compliant, or b) computers not Year 2000 compliant  will
not  affect the company's ability to conduct business,  and  c)  no
changes  will be made to already validated systems unless  adequate
testing (re-validation) is performed.

Tripos  is  dependent upon many third parties for the operation  of
the  business.   These  include hardware  and  software  suppliers,
suppliers  of raw materials to the compound business, and suppliers
of  business services such as payroll and accounting services.   To
date,  the Company is not aware of any external agent with  a  Year
2000  issue  that would materially impact the Company's results  of
operations, liquidity, or capital resources.  The Company will make
appropriate  contingency plans should a vendor or  supplier  report
that  it  is  not Year 2000 compliant or will not be by January  1,
2000.   However, the Company has no means of ensuring that external
agents  will be Year 2000 ready.  The inability of external  agents
to  complete their Year 2000 resolution process in a timely fashion
could  materially impact the Company.  The effect of non-compliance
by external agents is not determinable.  The costs of the Year 2000
project are


Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (continued)

included  in  the  Company's annual software and  hardware  budget.
These amounts do not differ materially from those costs experienced
in  prior periods.  Acquisitions of new hardware are dealt with  as
part  of  the  ordinary  capital  purchase  process  and  were  not
accelerated  by  the Year 2000.  Other costs will  be  expensed  or
capitalized  according  to  established  Company  procedures.    At
present, no material costs are anticipated, and during the  periods
presented  there have been no costs incremental to normal operating
activities.

The  Company  is currently assessing its contingency plans.   These
contingency  plans  were developed as part of  the  remedial  steps
taken in the second and third quarter of 1999.


Forward-looking statements

     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.   The  Company's
future results could differ materially from those discussed in this
document.   Factors  that  could  cause  a  contribution  to   such
differences,  include, but are not limited to, those  presented  in
the Company's Form 10-K for the year ended December 31, 1998.


Results of Operations

      Net  sales  for the third quarter of 1999 were  $5.5  million
compared  with  $5.6 million for the third quarter  of  1998.   The
overall decrease in net sales for the quarter was attributed  to  a
decrease in the software line.  Net sales for the first nine months
of  1999 were $17.8 million compared to $17.3 million for the  same
period  in 1998.  Sales increases in accelerated discovery services
and  software  support  more  than  offset  decreases  in  software
licenses and hardware during the nine-month period.

     For  the  three  months  ended September  30,  1999,  software
licenses sales decreased 14.8% to $2.4 million.  For the first nine
months  of  1999, software license sales decreased  15.7%  to  $5.9
million compared to the same period for 1998.  During 1999, quarter
and  year-to-date  software sales were adversely  impacted  by  the
tightening of funding in portions of the biotech sector, along with
the  timing  of several large contracts. Support revenues  for  the
third quarter of 1999 decreased 2.3% to $2.0 million from the  same
period  in 1998.  Support sales increased 4.7% to $6.2 million  for
the  nine-month period ending September 30, 1999.  The decrease  in
support  revenues  in  the third quarter are  attributable  to  the
decline  of  software license sales in the period.  For  the  nine-
months  year-to-date, support revenues increased  as  a  result  of
continuing  sales of long-term token license sales,  a  portion  of
which is allocated to support and recognized ratably over the  life
of  each  agreement.  Accelerated discovery services ("ADS")  sales
increased 111.7% to $0.8 million in the third quarter of  1999  and
77.5%  to  $3.7  million  for  the nine-months  year-to-date.   The
increase in ADS revenue is due to the Company's continuing recovery
in  making  compound  inventories available  for  sale  along  with
contract  research  design and synthesis  relationships.   Hardware
sales  were essentially unchanged from the same three-month  period
in  the  prior year at $0.3 million.  For the first nine months  of
1999,  hardware sales decreased 13.1% to $2.0 million  compared  to
1998.   Sales to existing customers represent 90% of total revenues
for  the  nine-month  period.  For the same period,  sales  of  new
products   represent  24%  of  software  license  and   accelerated
discovery service sales.


Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (continued)

      Net  sales for the Company's activities outside North America
represented  approximately 57% of total sales for  the  first  nine
months  of  1999 compared to 45% for the same period in 1998.   Net
sales  in Europe increased to 47% of total net sales for the  first
nine  months  of 1999 compared to 38% in 1998.  Net  sales  in  the
Pacific  Rim, principally Japan, accounted for 10% and 7% of  total
net sales for the first nine months of 1999 and 1998, respectively,
demonstrating the continuing recovery of the region.

      Cost  of  sales  for  the quarter ending September  30,  1999
decreased 26.0% to $1.0 million and decreased 3.3% to $4.3  million
for  the  nine-month period in 1999.  These decreases  in  cost  of
sales  were  due to the decrease of hardware sales in  the  current
year and the higher mix of software products in the prior year with
trailing  royalties.  Cost of sales as a percent of net  sales  was
17.9% and 24.3% for the three- and nine-month periods in 1999,  and
23.8%  and  25.9%  for the three- and nine-month periods  in  1998,
respectively.

      Gross profit margin percentage for the third quarter of  1999
increased  to 82.1% from 76.2% in 1998.  For the first nine  months
of  1999, gross margin percentage increased to 75.7% from 74.1% for
the  same  period in 1998.  The increase in gross margin percentage
in  1999 compared to 1998 is attributable to a charge in the  prior
year  for  the  write-down of remaining costs associated  with  the
Optiverse library of compounds.

     Sales and marketing expenses remained flat at $2.5 million for
the  three-month period in 1999 and decreased 2.4% to $7.1  million
for  the  nine-month  period.  Sales and marketing  expenses  as  a
percentage  of  net sales were 45.0% and 40.0% for the  three-  and
nine-month periods in 1999 as compared to 44.9% and 42.1%  for  the
same periods in 1998.

      Research and development costs for the three-month period  in
1999  increased 27.1% to $2.0 million compared to $1.6 million  for
the same period in 1998.  R&D expenditures for the nine-months year-
to-date  increased  49.5% to $6.5 million.  R&D  costs  represented
36.5%  and  28.3% of net sales for the quarter in  1999  and  1998,
respectively,  and 36.8% and 25.3% of net sales for the  nine-month
periods.   The  increases in R&D expenses as a  percentage  of  net
sales  reflect the decrease in the amount of capitalized  costs  as
the  Company  continues to move from long-term software development
cycles  to a shorter-term development cycle for web-based  software
applications,  expansion  of  the software  consulting  staff,  the
increase in chemistry staff at Tripos Receptor Research, and shared
costs  for the collaborations with the Wolfson Institute and  Arena
Pharmaceuticals, Inc.

      General and administrative expenses increased to $1.3 million
for the third quarter of 1999 compared to $0.9 million in 1998, and
represent 24.2% and 16.8% of net sales for the respective  periods.
For  the  nine-month period, G & A expenses were $3.7  million  and
$2.8  million  in  1999 and 1998, respectively.   G&A  year-to-date
percent  to  net sales was 21.0% in 1999 and 16.2%  in  1998.   The
increases  in G&A percent to sales for 1999 relate to the  addition
of administrative staff at Tripos Receptor Research Ltd. along with
increased   costs   attributable   to   improvements   in   network
communications infrastructure.

     Other income decreased from $0.9 million for the third quarter
in 1998 to $0.1 million of net expense for the comparable period in
1999.   For the first nine months of 1999, other expense  was  $0.1
million  compared to income of $1.3 million in 1998.  These changes
were  due to the acceleration of the amortization of deferred costs
from a prior credit facility earlier this year and the


Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (continued)

recognition of guaranteed income from the transfer of the rights to
the Optiverse library to MDS/Panlabs in the third quarter of 1998.

      Income tax benefit was $1.5 million for the nine-month period
in  1999 which represents an effective tax rate of 37% compared  to
$0.1  million  of benefit at a rate of 36% for the same  period  in
1998.   The Company's effective tax rate for the nine-months  ended
September 30, 1999 reflects the expected effective tax rate for the
year ending December 31, 1999.


Liquidity, Capital Resources and Capital Commitments

      For the nine-month period ending September 30, 1999, net cash
used  by  operations was $0.9 million as a result of a net loss  of
$2.5  million, depreciation and amortization of $1.8 million.   For
the  same period in 1998, net cash provided by operations was  $1.0
million.

       Investment  of  $4.3  million  in  property  and  equipment,
primarily   at  Tripos  Receptor  Research,  and  the  early   1999
completion of the Company's investment in Arena Pharmaceuticals  of
$0.5 million, resulted in a use of cash for investing activities in
the  first  three quarters of 1999 of $5.0 million.  In  the  prior
year,  investment  of $3.0 million in property  and  equipment  was
partially   self-funded  by  maturities  of  marketable  securities
resulting in a net use of cash of $1.9 million.  The facilities  at
Tripos Receptor Research were substantially completed in the second
quarter  of  1999 with remaining production-related  capital  being
disbursed in the third quarter.  Compound production levels reached
the  Company's targeted levels during the period.  As a result, any
future  laboratory capital will be directly related to  incremental
revenue  opportunities.   The Company believes that current working
capital  together with continued cashflow from operations  and  the
$1.35  million availability under the line of credit  with  LaSalle
Bank,  N.A.,  will  be  adequate  to  fund  liquidity  requirements
including   investments  in  research  and   development,   capital
purchases, and any other commitments in the upcoming year.

     Effective September 30, 1999, the Company and the bank  agreed
to  a waiver and second amendment to the credit facility to reflect
operating  results of the third quarter and proceeds  of  financing
transactions described below.  This amendment calls for adjustments
in  covenant levels.  The Company expects to meet the new  covenant
levels  in the fourth quarter of 1999 and during fiscal year  2000.
At September 30, 1999, the availability under the revolving line of
credit was $1.35 million.

      Subsequent to September 30, 1999, the Company entered into  a
financing  transaction  for a portion of its  equipment  at  Tripos
Receptor  Research  Ltd. in England.  The resulting  capital  lease
transaction generated $2.0 million in cash that was used to  reduce
the term loan.  In addition,  the  Company tendered  its  shares in
Phase-1 Molecular  Toxicology, Inc. back to Phase-1 in exchange for
$1.0 million and  a  secured note  in  the amount of $0.82 million,
payable on November  8, 2000.  The  $1.0 million  in  cash was also
applied  to  the  term loan.  These  two  transactions  combined to
reduce the outstanding balance on the term  loan  from $4.0 million
to $1.0 million.  As a result of these transactions and  the  terms
of the  second  amendment  to  the  credit agreement, the remaining
outstanding balance of the term loan  is  classified  as short-term
debt pending its renegotiation or retirement.


                              PART II
                         OTHER INFORMATION

Item 1.   Legal Proceedings

          The Company is not a party to any material litigation and
          is not aware of any threatened material litigation.

Item 2.   Changes in Securities

          None

Item 3.   Defaults upon Senior Securities

          None

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

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  List of Exhibits

               27   Financial Data Schedule

          (b)  No reports on Form 8-K were required to be filed
               during the period from June 30, 1999 to September 30, 1999.




                           TRIPOS, INC.
                            SIGNATURES

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

                              TRIPOS, INC.


Date:     November 10, 1999        John P. McAlister  /s/
                                   John P. McAlister
                                   President and
                                   Chief Executive Officer


Date:     November 10, 1999        Colleen A. Martin  /s/
                                   Colleen A. Martin
                                   Chief Financial Officer, Secretary






                           Exhibit Index

Exhibit No.    Description


27             Financial Data Schedule