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, 1996
                                
                 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, 1996:  2,952,165 shares.

                                
                                
                        TABLE OF CONTENTS
                                
                                
                                
PART I  FINANCIAL INFORMATION, Item 1.  Financial         Page
Statements (Unaudited)

  Consolidated Balance Sheets at
     September 30, 1996 and December 31, 1995               3

  Consolidated Statements of Operations
     for Three and Nine Months Ended September 30, 1996
        and September 30, 1995                              4

  Consolidated Statements of Cash Flows for Nine Months
     Ended September 30, 1996 and September 30, 1995        5

  Notes to Consolidated Financial Statements                6



PART I  FINANCIAL INFORMATION,  Item 2. Management's
Discussion and Analysis of Financial Condition and Results
of Operations                                               7



PART II  OTHER INFORMATION                                 10

SIGNATURES                                                 11

EXHIBITS INDEX                                             12

   Exhibit 10.1 Credit Agreement-Line of Credit            13

   Exhibit 10.1 Credit Agreement-Line of Credit            20
                                
                                
                             PART I
                      FINANCIAL INFORMATION
                                
Item 1.  Financial Statements.
                   CONSOLIDATED BALANCE SHEETS
                         (In thousands)
                            (Unaudited)
                                           Sep 30,    Dec 31,
                                              1996       1995
                             ASSETS
Current Assets:                                         
 Cash and cash                              $3,725      $3,955
 equivalents
 Investments                                 3,432       3,179
 Accounts                                    7,600       7,357
 receivable
 Prepaid expenses                              725         469
 Deferred income taxes                         310         610
 
   Total current assets                    $15,792     $15,570
                                                        
Property and equipment,less accumulated 
  depreciation                               1,107       1,191
Capitalized development costs, less
  accumulated amortization                   3,107       2,265
Other, net                                     265          33
                                                        
 Total assets                              $20,271     $19,059
                                                        
             LIABILITIES AND SHAREHOLDERS' EQUITY
                                                        
Current Liabilities:                                     
 Accounts payable                         $    731     $ 1,120
 Accrued expenses                            3,128       2,490
 Deferred revenue                            3,038       3,322
  
  Total current liabilities                  6,897       6,932
                                                         
 Deferred income taxes                         800         805
                                                              
Shareholders' equity:                                         
 Common stock                                   30          29
 Additional paid-in capital                 14,673      14,237
 Accumulated deficit                        (2,473)     (3,334)
 Cumulative translation adjustment             344         390

    Total shareholders' equity              12,574      11,322
                                                              
Total liabilities and
 shareholders' equity                      $20,271     $19,059    

See accompanying notes.
                                                                 
                                                                 
Item 1.  Financial Statements (continued)


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

                               Three Months      Nine Months Ended
                                   Ended
                             Sep 30,   Sep 30,    Sep 30,   Sep 30,
                               1996      1995       1996      1995
Net sales:                                                  
   Software licenses          $ 2,218   $ 2,341     $ 6,438   $ 6,346
   Support                      1,708     1,668       4,928     4,791
   Accelerated discovery        3,141       593       4,979       593
   Hardware                       486       728       2,814     2,605
Total net sales                 7,553     5,330      19,159    14,335
                                                                     
Operating costs and expenses:
   Cost of sales                2,344     1,558       6,482     4,015
   Sales and marketing          2,741     2,600       7,732     7,320
   Research and development       851       898       2,472     2,657
   General and administrative     726       332       1,484     1,105
Total costs and expenses        6,662     5,388      18,170    15,097
                                                                     
Income (loss) from                891      (58)         989     (762)
operations
                                                                     
Other income, net                  47      122          174      383
                                                                     
Income (loss) before income       938       64        1,163     (379)
taxes
                                                                     
Income tax expense (benefit)      250        32         302     (111)
                                                                     
Net income (loss)             $   688  $     32     $   861  $  (268)
                                                                     
Fully diluted earnings (loss)
 per common and common equivalent share
                              $  0.21   $  0.01     $  0.26  $ (0.09)
                                                                     
Weighted average number of                                           
common and common equivalent
shares                          3,305     2,923       3,265    2,857

See accompanying notes.


Item 1.  Financial Statements (continued)

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)
                           (Unaudited)


                                               Nine Months Ended
                                                 Sep 30,    Sep 30,
                                                   1996       1995
 Cash flows from operating activities                        
  Net income (loss)                             $   861  $   (268)
  Adjustments to reconcile net income(loss)
   to net cash provided by operating activities:
  Depreciation of property and equipment            499        735
  Amortization of capitalized development costs   2,220        524
  Deferred income taxes                             295        338
  Change in operating assets and liabilities:
       Accounts receivable                        (338)      2,126
       Prepaid expenses and other assets          (250)        202
       Accounts payable and accrued expenses       328      (2,699)
       Deferred revenue                           (256)       (104)

 Net cash provided by operating activities       3,359         854
                                                             
 Cash flows from investing activities:                            
   Net purchases, sales, and maturities
   of investments                                 (253)      4,719
    Purchases of property and equipment           (434)       (570)
    Capitalized development costs               (3,016)     (1,787)
    Other                                         (265)          0

 Net cash used in investing activities          (3,968)      2,362
                                                                  
 Cash flows from financing activities:                            
   Stock issuance pursuant to stock plans           456         49

 Net cash provided by financing activities          456         49
                                                                  
 Effect of foreign exchange rate changes on
  cash and cash equivalents                         (77)        58  
                                                                  
 Net increase (decrease) in cash and               (230)     3,323
 cash equivalents
                                                                  
 Cash and cash equivalents at beginning
   of period                                      3,955      1,932
                                                                  
 Cash and cash equivalents at end
   of period                                    $ 3,725    $ 5,255

See accompanying notes.


Item 1.  Financial Statements (continued)
                                
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)


(1)  Summary of significant accounting policies


     (a)  Organization

     Tripos, Inc. (the "Company") 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.


     (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.  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, 1996 are
not necessarily indicative of the results that may be expected for
the year ended December 31, 1996.


(2)  Income taxes

     The provision for income taxes is computed using the liability
method.  The difference between financial statement and taxable
income results primarily from the use of different methods of
computing capitalized development costs, accrued vacation and
customer deposits.  The difference between the Company's effective
tax rate and the statutory rate is primarily the result of
recognizing the benefit of certain tax carryforwards for which no
previous benefit had been recognized.

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

Overview

     The Company's quarterly operating results can vary
significantly depending upon such factors as 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 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 towards 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, consulting, and 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.

Results of Operations

     Net sales for the third quarter of 1996 were $7.6 million
compared with $5.3 million for the third quarter of 1995.  The
overall increase in net sales for the quarter was attributed to a
significant increase in accelerated discovery services sales,
principally chemical compound sales.  Net sales for the first nine
months of 1996 were $19.2 million compared to $14.3 million for the
same period in 1995.  Sales increases were achieved in software
licenses, support, hardware and accelerated discovery services, for
the nine month period.  Accelerated discovery services is a new
product line, consisting of diverse compound libraries and
consulting services, which was introduced in the third quarter of
1995.

     For the three months ended September 30, 1996, software
licenses sales decreased 5.2% to $2.2 million.  The decrease is due
to several large orders in the third quarter of 1995 which was an
unusual deviation from historical third quarter sales.  1996 third
quarter software revenues are more representative of those
historical trends.  For the first nine months of 1996, software
license sales increased 1.4% to $6.4 million compared to the same
period for 1995.  Support revenues for the third quarter of 1996
increased 2.4% to $1.7 million from the same period in 1995.
Support sales increased 2.8% to $4.9 million for the nine month
period ending September 30, 1996.  Accelerated discovery services
sales, primarily diverse compound libraries,  amounted to $3.1
million in the third quarter of 1996 and $5.0 million for the nine
months year-to-date compared to $0.6 million for the three and nine
month periods in 1995.  The collaboration with Panlabs, Inc. to
design and manufacture chemical compounds was initiated late in the
second quarter of 1995 with the first sales in the third quarter
and continues to meet expectations.  Hardware sales decreased by
33.3% to $0.5 million for the third quarter 1996.  For the first
nine months of 1996, hardware sales increased 8.0% to $2.8 million
compared to 1995.  Sales to existing customers represent 83% of
total revenues for the nine month period.  For the same period,
sales of new products represent 34% of software license and
discovery service sales.

     Net sales for the Company's activities outside North America
represented approximately 50.7% for the first nine months of 1996
compared to 49.0% for the same period in 1995.  Net sales in Europe
increased 35.6% for the first nine months of 1996 compared to 1995
and accounted for 39.8% and 39.2% of net sales for the nine month
periods in 1996 and 1995, respectively.  Net sales in the Pacific
Rim, principally Japan and South Korea, increased 49.5% compared to
the first nine months of 1995 and accounted for 10.9% and 9.7% of
net sales for the respective periods.

     Cost of sales for the quarter ending September 30, 1996
increased 50.5% to $2.3 million and increased 61.5% to $6.5 million
for the nine month period in 1996.  These increases were due to the
increased diverse compound library sales and narrower margins on
hardware sales.  Cost of sales as a percent of net sales was 31.0%
and 33.8% for the three and nine month periods in 1996, and 29.2%
and 28.0% for the three and nine month periods in 1995,
respectively.

     Gross profit margin percentage for the third quarter of 1996
declined to 69.0% from 70.8% in 1995.  For the first nine months of
1996, gross margin percentage decreased to 66.2% from 72.0% for the
same period in 1995.  The decrease is attributable to a change in
the sales mix in that lower margin revenue sources, specifically
hardware and chemical compound sales, represent a higher percentage
of total net sales in 1996 compared to 1995.

     Sales and marketing expenses increased 5.5% to $2.7 million
for the three month period in 1996 and 5.6% to $7.7 million for the
nine months period.  Sales and marketing expenses as a percentage
of net sales were 36.3% and 40.4% for the three and nine month
periods in 1996 as compared to 48.8% and 51.1% for the same periods
in 1995.  The decrease in the percent to sales, for the three and
nine month periods of 1996, is a function of increased sales in all
categories along with improved efficiencies among the sales and
marketing staff.

     Research and development costs, including the costs that were
capitalized, were $1.6 million and $2.1 million for the three month
periods in 1996 and 1995, $5.5 million and $4.4 million for the
nine month periods, respectively and represented 21.4%, 38.6%,
28.7% and 31.0% of net sales.  Research and development expenses,
net of capitalized development costs, represented 11.3% and 16.9%
of net sales for the three month periods in 1996 and 1995, and
12.9% and 18.5% of net sales for the nine month periods ending
September 30, 1996 and 1995, respectively.  The decrease as a
percentage of net sales for the period is due to reductions in
development staff resulting from the discontinuation of Unison and
the higher sales for the periods in 1996.  The Company anticipates
that its investments in new product research will remain at
comparable levels as Tripos continues development in web-based
tools, desktop, database, diverse compound libraries and
combinatorial chemistry markets.

     General and administrative expenses increased to $0.7 million
for the third quarter of 1996 compared to $0.3 million in 1995, and
represent 9.6% and 6.2% of net sales for the respective periods.
The increase in G&A for the third quarter 1996 compared to 1995 is
primarily due to the accrual of the Company's bonus for achieving
the qualifying threshold of operating income and an increase in the
bad debt provision.  For the nine month period, G & A expenses were
$1.5 million and $1.1 million in 1996 and 1995, respectively.  G&A
year-to-date percent to net sales was unchanged at  7.7% in 1996
compared to 1995

     Other income decreased from of $122,000 for the third quarter
in 1995 to $47,000 for the comparable period in 1996.  For the
first nine months of 1996, other income was $174,000 compared to
$383,000 in 1995.  This change was due to an increase in foreign
currency translation losses, a slight decline in interest income on
investments, and the recognition of the Company's equity percentage
interest in the losses of Phase-1 Molecular Toxicology, Inc.

     Income tax expense was $302,000 for the nine month period in
1996 which represents an effective tax rate of 26%.  The rate is
the Company's anticipated effective rate for the year ending
December 31, 1996 and reflects the recognition of the benefit of
certain tax carryforwards for which no previous benefit had been
recognized.


Liquidity, Capital Resources and Capital Commitments

     For the nine month period ending September 30, 1996, net cash
provided by operations was $3.4 million as a result of a decrease
in working capital of $0.5 million and increases in net income,
depreciation, and amortization of $0.9 million, $0.5 million, and
$2.2 million, respectively.  Largest among these is amortization of
which $1.9 million is attributable to the cost of manufacturing the
compound library.  For the same period in 1995, net cash provided
by operations was $0.9 million primarily due to an increase in
depreciation and amortization of $1.3 million and a decrease in
working capital of $0.5 million.

     Investments of $0.4 million in property and equipment, $0.3
million in marketable securities, $0.3 million in an equity
position in Phase-1 Molecular Toxicology, Inc. and $3.0 million in
capitalized development costs, resulted in a use of cash of
approximately $4.0 million in the first three quarters of 1996.

     The Company believes that current working capital, together
with cash from operations, will be adequate to fund short-term
liquidity requirements including investment in research and
development, capital purchases and any other commitments in the
upcoming year.  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, depending upon the associated working capital
requirements.


                             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
               
               10.1 Credit Agreement-Line of Credit, dated as of
                    September 12, 1996, between Tripos, Inc. and The
                    Boatmen's National Bank of St. Louis

               11.1 Calculation of Per Share Earnings

               27   Financial Data Schedule

          (b)  The following reports on Form 8-K were filed
               during the period from June 30, 1996 to
               September 30, 1996.

               None.

                          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 5, 1996    John P. McAlister
                              John P. McAlister
                              President and
                              Chief Executive Officer


Date:     November 5, 1996    Colleen A. Martin
                              Colleen A. Martin
                              Chief Financial Officer, Secretary


                         Exhibit  Index

Exhibit No.    Description

10.1      Credit Agreement-Line of Credit, dated as of
          September 12, 1996, between Tripos, Inc. and The
          Boatmen's National Bank of St. Louis
          
11.1      Calculation of Per Share Earnings

27        Financial Data Schedule

                                                                 
                                                                 
                                                     Exhibit 10.1

                 CREDIT AGREEMENT-LINE OF CREDIT


      THIS AGREEMENT made and entered into as of this 12th day of
September,  1996, by and between Tripos, Inc., a Utah corporation
(hereinafter called "Borrower"), and THE BOATMEN'S NATIONAL  BANK
OF ST. LOUIS (hereinafter called "Bank").

      WITNESSETH THAT:

       WHEREAS, Borrower desires to borrow from Bank, in  one  or
more  advances, an aggregate sum not to exceed two  million  five
hundred thousand dollars ($2,500,000.00) (hereinafter called  the
"Credit"); and

       WHEREAS, Bank is willing to lend said sum, or such  lesser
amount as may be desired by Borrower, to Borrower, subject to the
terms and conditions hereinafter set forth;

       NOW,  THEREFORE, in consideration of the premises and  the
mutual  agreements  herein set forth, the parties  hereto  hereby
agree as follows:


1
                        TERMS OF CREDIT

      .1   The  proceeds  of  the Credit shall  be  available  to
Borrower  at such times as Borrower may request, so  long  as  no
Event of Default as hereinafter defined shall have occurred.  Any
unused  portion of the Credit shall remain subject to  withdrawal
until June 30, 1997.

         .2   The  Credit  shall  be  evidenced  by  a  note   in
substantially  the  form attached hereto and marked  Exhibit  "A"
(hereinafter  called the "Note").  The Note shall be  payable  on
June  30, 1997 and shall be on the terms and conditions set forth
therein.

        .3  Borrower has the right at any time to prepay  all  or
any  part of the outstanding principal balance of the Note.   Any
such  prepayment shall increase the unused portion of the  Credit
available  for borrowing until maturity of the Note,  whether  by
acceleration or otherwise.

       Within  15 business days after the end of each  month,  as
long as there exists an outstanding balance on the Note, Borrower
shall  deliver  to Bank a Certificate of Covenant  Compliance  in
substantially  the form attached hereto and marked  Exhibit  "B",
each  signed  by  an officer of Borrower.  If the Certificate  of
Covenant  Compliance has not been submitted for 30 days, Borrower
will  provide  same  at  the time of Borrower's  request  for  an
advance or upon request by Bank.


2
                 REPRESENTATIONS AND WARRANTIES

Borrower expressly represents and warrants that:

        .1  It  is  a  corporation  duly  organized  and  validly
existing  and  in good standing under the laws of  the  State  of
Utah.

        .2  It  has  corporate  power and authority  to  own  its
property and to carry on its business as now being conducted, and
it  is  duly qualified to do business and is in good standing  in
every  jurisdiction  in  which the  nature  of  its  business  is
conducted or its ownership of property is such as to require such
qualification.

      .3  It  has  full corporate power and authority to  execute
this  Agreement  and  the  Note  and  any  other  agreements  and
documents  referred  to herein (the "Documents"),  and  that  the
execution  and  delivery  of the Documents  by  the  officers  of
Borrower who are executing and delivering the same have been duly
and   lawfully  authorized  and  that  all  corporate  acts   and
proceedings  necessary or proper in the premises have  been  duly
done,  performed  and  taken, and the  Documents  constitute  the
legal,  valid and binding obligations of Borrower enforceable  in
accordance with their respective terms, except as the enforceabil
ity  thereof may be limited by applicable bankruptcy,  insolvency
or other similar laws affecting creditors' rights generally.

        .4  The  execution and delivery of the Documents and  the
compliance by Borrower with their terms and conditions, will  not
violate the Articles of Incorporation or By-Laws of Borrower.

        .5  The  execution and delivery of the Documents and  the
compliance by Borrower with their terms and conditions  will  not
violate  any contract to which Borrower is a party, and will  not
violate  any  law, regulation, rule or order of any  governmental
body or agency.

        .6 It has good title to its property and assets, free and
clear of all mortgages, liens and encumbrances.

        .7 It has filed all tax returns required to be filed with
the  United States or any state or political subdivision  thereof
or other taxing authority to which it is known to be subject, and
has paid all taxes, interest and penalties which have  become due
pursuant to said returns and provided adequate reserves  for  the
payment of taxes which have not become due.

        .8  There  are  no  suits  or administrative  proceedings
pending  or, to the knowledge of Borrower, threatened against  or
affecting  Borrower  which might have a material  adverse  effect
upon the financial condition or business of Borrower.


3
                     AFFIRMATIVE COVENANTS

So long as Bank is obligated to lend hereunder or any part of the
Credit remains outstanding, Borrower covenants and agrees that it
will:

      .1   Furnish  to Bank within 120 days after  the  close  of
each  fiscal year, balance sheets and income statements for  such
fiscal   year,   audited   by  a  certified   public   accountant
satisfactory to Bank.

      .2  Furnish to Bank within 45 days after the close of  each
fiscal  quarter, company prepared financial statements  certified
by  Borrower's  chief  financial  officer.  or  other  designated
corporate officer.

      .3   Furnish   to   Bank  other  financial  and   operating
information,  and permit representatives of Bank to  examine  its
books  and  records, all as may be reasonably requested  by  Bank
from time to time.

      .4  Maintain  a ratio of total debt to tangible  net  worth
(total  debt  divided by tangible net worth)  of  not  more  than
1.25:1   determined   in  accordance  with   generally   accepted
accounting principles consistently applied ("GAAP").

      .5  Maintain  a  tangible net worth of at least  $8,250,000
determined in accordance with GAAP.

      .6  Maintain  a  current ratio (current assets  divided  by
current  liabilities) of 1.75 :1 determined  in  accordance  with
GAAP.

      .7  Maintain  a  minimum  trailing twelve  months  earnings
before   interest,  taxes,  depreciation,  and  amortization   of
$2,750,000.00 determined in accordance with GAAP.

      .8  Keep  insured all property owned by it of  a  character
usually   insured   by  businesses  similar  to   Borrower   with
responsible companies in such amounts and against such  risks  as
is  usually carried by owners of similar businesses and  property
in  the  same general area in which Borrower operates,  including
fire and casualty insurance.  Borrower should provide certificate
of coverage within 30 days of agreement anniversary.

      .9  Pay  and discharge when due all taxes and claims  which
might  result  in a lien, unless the same is being  contested  in
good  faith  by Borrower in proper proceedings and  for  which  a
sufficient reserve has been established.

      .10  Cause to be done all things necessary to preserve  and
keep  in  full  force  and  effect  the  corporate  existence  of
Borrower, and comply with and cause to be complied with all laws,
ordinances  and  regulations applicable  to  Borrower,  including
ERISA, if Borrower has a pension and/or profit sharing plan.

OTHER:    NONE


4
                       NEGATIVE COVENANTS

So long as Bank is obligated to lend hereunder or any part of the
Credit remains outstanding, Borrower covenants and agrees that it
will not:

      .1  Create  or incur any indebtedness except  (i) to  Bank,
(ii)  to trade creditors in the ordinary courses of business,  or
(iii) indebtedness outstanding as the date here of and  disclosed
in  writing  to Bank.  Bank reserves option, upon written  notice
from borrower, to amend this section in writing.

      .2  Mortgage,  pledge or otherwise encumber or  permit  any
lien  to  be  placed  upon or against any  assets  now  owned  or
hereinafter acquired, except as existing at the date  hereof  and
disclosed in writing to Bank.

      .3  Purchase,  retire or redeem any shares of  its  capital
stock, or declare or pay dividends on its capital stock in excess
of $300,000 in the first year of this agreement, not to exceed an
annual increase of 3% per year thereafter..

        .4   Make  capital  expenditures,  excluding  capitalized
development costs, during any fiscal year in an aggregate  amount
(determined  on a non-cumulative basis) in excess of  $2,500,000.

      .5  Merge or consolidate with or into any other entity,  or
sell, lease or otherwise dispose of all or a substantial part  of
its  properties and assets, except for the sale of its  inventory
in the ordinary course of Borrower's business.

      .6  Make  any  loans or advances to others, or guaranty  or
otherwise become, directly or indirectly, liable for or upon  the
obligations of others, in excess of $1,000,000, other than in the
ordinary course of business.


OTHER:     NONE


5
                       EVENTS OF DEFAULT

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

      .1  Failure to pay any installment of principal or interest
on  the  Note issued hereunder with in 3 calendar days when  due,
whether by acceleration or otherwise.

      .2  If  any fact or warranty made in this Agreement  or  in
any  other  of  the Documents should prove to be  untrue  in  any
material respect, as of the date made.

      .3  Default by Borrower in the performance or observance of
any other covenant, term or agreement contained in this Agreement
or in any other of the Documents.

      .4  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.

      .5 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,  it
not  dismissed with 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 or an admission in writing by  Borrower
of inability to pay indebtedness.

      .6  If  any judgment against 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.

       .7 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 a trustee shall be appointed by an
appropriate United States District Court to administer any  Plan,
or  the  Pension  Benefit  Guaranty Corporation  shall  institute
proceedings  to  terminate any plan or to appoint  a  trustee  to
administer any Plan.

      .8 Any substantial change  in the management of Borrower.

      .9  If  the  Bank for reasonable cause of any nature  deems
itself to be insecure.

OTHER:          NONE



6
          RIGHTS AND REMEDIES IN THE EVENT OF DEFAULT

      .1  Upon  the occurrence of and during an Event of Default,
Bank  may  declare all of the indebtedness outstanding  hereunder
immediately due and payable without demand or notice of any kind,
the  same  being  hereby expressly waived, and such  indebtedness
shall thereupon be and become immediately due and payable and the
obligation  of  Bank  to  make additional advances  shall  cease.
Further,  notwithstanding the cure period noted in  Section   5.1
above, Bank shall have no obligation to advance any further funds
under the credit during any such cure period.

      .2  No  failure  on  the part of Bank to exercise,  and  no
delay  in  exercising, any right hereunder  shall  operate  as  a
waiver thereof, nor shall any single or partial exercise by  Bank
of  any  right  hereunder preclude any other or further  exercise
thereof,  or  the exercise of any other right.   Each  and  every
right  granted to Bank hereunder or under any document  delivered
hereunder or in connection therewith or allowed to it at  law  or
in  equity  shall be deemed cumulative and may be exercised  from
time to time.

      .3  It is agreed by Borrower that any Event of Default will
constitute  an  event of default under all other  agreements  and
evidences  of indebtedness between Borrower and the Bank  whether
now existing or hereafter executed and whether or not such is  an
event of default specified therein.


7
                         MISCELLANEOUS

      .1   No  modification or waiver of any  provision  of  this
Agreement,  nor  consent to any departure by  Borrower  herefrom,
shall be effective unless the same shall be in writing signed  by
an  authorized  officer of Bank, and then only  in  the  specific
instance  and for the purpose for which given.  No notice  to  or
demand  on  Borrower in any case shall entitle  Borrower  to  any
other   or   further  notice  or  demand  in  similar  or   other
circumstances.

      .2  In case any one or more of the provisions contained  in
this  Agreement,  the Note, or any other instrument  or  document
delivered  hereunder, shall be invalid, illegal or  unenforceable
in  any respect, the validity, legality and enforceability of the
remaining  provisions contained herein and therein shall  not  in
any way be affected or impaired thereby.

      .3  This Agreement, the Note, and all other Documents shall
be  deemed  contracts  under the laws of  Missouri  and  for  all
purposes  shall  be  construed in accordance  with  the  laws  of
Missouri.   Exercise  of  any right or remedy  in  the  event  of
default shall likewise be governed by the laws of Missouri.

      .4  Until  written  notice  to  the  contrary  is  actually
received  by  either  party,  any  notice  required  to  be  sent
hereunder  shall  be  sent  by  certified  mail,  return  receipt
requested as follows:

                To Borrower: Tripos, Inc.
                Attention::  John Yingling
                1699 S. Hanley Road
                St. Louis, MO  63144

                 To  Bank:  THE BOATMEN'S NATIONAL  BANK  OF  ST.
           LOUIS
                Attention::  David W. Scobee
                One Boatmen's Plaza
                St. Louis, MO  63166

      .5   Statutory  Notice.   The  following  notice  is  given
pursuant  to  Section 432.045 of the Missouri  Revised  Statutes;
nothing  contained  in such notice shall be deemed  to  limit  or
modify the terms of the Documents:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES  TO
EXTEND  OR  RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT  YOU
(BORROWER) AND US (BANK) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
ANY  AGREEMENTS WE REACH COVERING SUCH MATTERS ARE  CONTAINED  IN
THIS  WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE  STATEMENT  OF
THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement to be executed by their duly authorized officers as  of
the day and year first above written.


Tripos, Inc.

By:   Colleen A. McDonnell
      Colleen A. McDonnell
      Vice President, Chief Financial Officer

THE BOATMEN'S NATIONAL BANK OF ST. LOUIS

By:   David W. Scobee
      David W. Scobee, Vice President


                           EXHIBIT "B"
               CERTIFICATE OF COVENANT COMPLIANCE
                                
To fulfill the requirements of the Credit Agreement dated as
_____________;
between _______________ and THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS, the undersigned hereby certifies that, as of the close of
business on ______,____, the following computations are true and
correct:


        Required per Credit Agreement
Actual
Debt to tangible net worth (Section 3.4)                       1.25:1
Minimum tangible net worth (Section 3.5)   $               $8,250,000
Minimum trailing twelve months EBITDA                      $2,750,000
(Section 3.7)
Minimum current ratio (Section 3.6)                            1.75:1
                                                               
Other                                                          
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               


No  default as specified in said Credit Agreement, and  no  event
which  with the lapse of time or the giving of notice,  or  both,
would become a default, has occurred or is continuing.

NAME OF BORROWER

By:
   Name and Title                                      Date

For Bank Use Only
Received & Reviewed
By:
   Bank Officer                                        Date



                                                     Exhibit 11.1
                          Tripos, Inc.
                Calculation of Per Share Earnings


                            Three Months Ended    Nine Months Ended
(in thousands except          Sep 30,   Sep 30,    Sep 30,   Sep 30,
earnings per share)              1996      1995       1996      1995
                                                                    
Net income (loss)             $   688  $     32    $   861  $  (268)
                                                           
Primary earnings per share                                          

Weighted average common                                             
equivalent shares *             3,182     2,923      3,117     2,857
Primary earnings per share    $  0.22   $  0.01    $  0.28  $ (0.09)
                                                                    
                                                                    
Fully diluted earnings per share

Weighted average common                                             
equivalent shares *             3,305     2,923      3,265     2,857
Fully diluted earnings per    $  0.21   $  0.01    $  0.26  $ (0.09)
share
                                                           
                                                           
* Weighted average common equivalent shares include an assumed
exercise of stock options with the resulting share quantity
reduced by the number of shares that could have been repurchased
with the proceeds of the exercise.