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**Exhibit3.2**

**ARTICLES OF AMENDMENT**

**TO THE**

**ARTICLES OFINCORPORATION**

**OF**

**TRIPOS, INC.**

            Pursuantto the authority vested in the Board of Directors of TRIPOS, INC., a Utahcorporation, (the "**Company**"), by and through the Articles ofIncorporation of the Company and as permitted by Section 16-10a-602(4) of theUtah Revised Business Corporation Act, the Board of Directors duly adopted thefollowing amendment to the Articles of Incorporation of the Company withoutshareholder action on January 26, 1996 (shareholder action was not required):

            ArticleIII, Section 2 of the Articles of Incorporation is hereby amended by adding thefollowing:

**DESIGNATION OF RIGHTSAND PREFERENCES**

**OF TRIPOS, INC.**

**SERIES A PREFERRED STOCK**

Section1.      Designation and Amount. The shares of such series shall bedesignated as "Series A Preferred Stock" (the "**Series A Preferred Stock**")and the number of shares constituting the Series A Preferred Stock shall beOne-Hundred Thousand (100,000), with par value of $.01 per share.  Such numberof shares may be increased or decreased by resolution of the Board ofDirectors; provided, that no decrease shall reduce the number of sharesof Series A Preferred Stock to a number less than the number of shares thenoutstanding plus the number of shares reserved for issuance upon the exerciseof outstanding options, rights or warrants or upon the conversion of anyoutstanding securities issued by the Corporation convertible into Series APreferred Stock.

Section2.      Dividends and Distributions.

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(A)       Subject to the rights of theholders of any shares of any series of  Preferred Stock (or any similar stock)ranking prior and superior to the Series A Preferred Stock with respect todividends, the holders of shares of Series A Preferred Stock, in preference tothe holders of Common Stock, par value $.01 per share (the "**Common Stock**"),of the Corporation, and of any other junior stock, shall be entitled toreceive, when, as and if declared by the Board of Directors out of fundslegally available for the purpose, quarterly dividends payable in cash on thefirst day of March, June, September and December in each year (each such datebeing referred to herein as a "**Quarterly Dividend Payment Date**"),commencing on the first Quarterly Dividend Payment Date after the first issuanceof a share or fraction of a share of Series A Preferred Stock, in an amount pershare (rounded to the nearest cent) equal to the greater of (a) $1 or (b)subject to the provision for adjustment hereinafter set forth, 100 times theaggregate per share amount of all cash dividends, and 100 times the aggregateper share amount (payable in kind) of all non-cash dividends or otherdistributions, other than a dividend payable in shares of Common Stock or asubdivision of the outstanding shares of Common Stock (by reclassification orotherwise), declared on the Common Stock since the immediately precedingQuarterly Dividend Payment Date or, with respect to the first QuarterlyDividend Payment Date, since the first issuance of any share or fraction of ashare of Series A Preferred Stock.  In the event the Corporation shall at anytime declare or pay any dividend on the Common Stock payable in shares ofCommon Stock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the amount to whichholders of shares of Series A Preferred Stock were entitled immediately priorto such event under clause (b) of the preceding sentence shall be adjusted bymultiplying such amount by a fraction, the numerator of which is the number ofshares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that wereoutstanding immediately prior to such event.

(B)       The Corporation shalldeclare a dividend or distribution on the Series A Preferred Stock as providedin paragraph (A) of this Section immediately after it declares a dividend ordistribution on the Common Stock (other than a dividend payable in shares ofCommon Stock); provided that, in the event no dividend or distribution shallhave been declared on the Common Stock during the period between any QuarterlyDividend Payment Date and the next subsequent Quarterly Dividend Payment Date,a dividend of $1 per share on the Series A Preferred Stock shall neverthelessbe payable on such subsequent Quarterly Dividend Payment Date.

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(C)       Dividends shall begin toaccrue and be cumulative on outstanding shares of Series A Preferred Stock fromthe quarterly Dividend Payment Date next preceding the date of issue of suchshares, unless the date of issue of such shares is prior to the record date forthe first Quarterly Dividend Payment Date, in which case dividends on suchshares shall begin to accrue from the date of issue of such shares, or unlessthe date of issue is a Quarterly Dividend Payment Date or is a date after therecord date for the determination of holders of shares of Series A PreferredStock entitled to receive a quarterly dividend and before such QuarterlyDividend Payment Date, in either of which events such dividends shall begin toaccrue and be cumulative from such Quarterly Dividend Payment Date.  Accruedbut unpaid dividends shall not bear interest.  Dividends paid on the shares ofSeries A Preferred Stock in an amount less than the total amount of suchdividends at the time accrued and payable on such shares shall be allocated prorata on a share-by share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holdersof shares of Series A Preferred Stock entitled to receive payment of a dividendor distribution declared thereon, which record date shall be not more than 60days prior to the date fixed for the payment thereof.

Section3.     Voting Rights.  The holders of shares of Series A Preferred Stockshall have the following voting rights:

(A)       Subject to the provision foradjustment hereinafter set forth, each share of Series A Preferred Stock shallentitle the holder thereof to 100 votes on all matters submitted to a vote ofthe stockholders of the Corporation.  In the event the Corporation shall at anytime declare or pay any dividend on the Common Stock payable in shares ofCommon Stock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the number of votesper share to which holders of shares of Series A Preferred Stock were entitledimmediately prior to such event shall be adjusted by multiplying such number bya fraction, the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior tosuch event.

(B)       Except as otherwise providedherein, in any other Certificate of Designations creating a series of PreferredStock or any similar stock, or by law, the holders of shares of Series APreferred Stock and the holders of shares of Common Stock and any other capitalstock of the Corporation having general voting rights shall vote together asone class on all matters submitted to a vote of stockholders of theCorporation.

(C)       Except as set forth herein,or as otherwise provided by law, holders of Series A Preferred Stock shall haveno special voting rights and their consent shall not be required (except to theextent they are entitled to vote with holders of Common Stock as set forthherein) for taking any corporate action.

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Section 4.      CertainRestrictions.

(A)       Wheneverquarterly dividends or other dividends or distributions payable on the Series APreferred Stock as provided in Section 2 are in arrears, thereafter and untilall accrued and unpaid dividends and distributions, whether or not declared, onshares of Series A Preferred Stock outstanding shall have been paid in full,the Corporation shall not:

(i)        declareor pay dividends, or make any other distributions, on any shares of stockranking junior (either as to dividends or upon liquidation, dissolution orwinding up) to the Series A Preferred Stock;

(ii)       declareor pay dividends, or make any other distributions, on any shares of stockranking on a parity (either as to dividends or upon liquidation, dissolution orwinding up) with the Series A Preferred Stock, except dividends paid ratably onthe Series A Preferred Stock and all such parity stock on which dividends arepayable or in arrears in proportion to the total amounts to which the holdersof all such shares are then entitled;

(iii)      redeemor purchase or otherwise acquire for consideration shares of any stock rankingjunior (either as to dividends or upon liquidation, dissolution or winding up)to the Series A Preferred Stock, provided that the Corporation may at any timeredeem, purchase or otherwise acquire shares of any such junior stock inexchange for shares of any stock of the Corporation ranking junior (either asto dividends or upon dissolution, liquidation or winding up) to the Series APreferred Stock; or

(iv)      redeemor purchase or otherwise acquire for consideration any shares of Series APreferred Stock, or any shares of stock ranking on a parity with the Series APreferred Stock, except in accordance with a purchase offer made in writing orby publication (as determined by the Board of Directors) to all holders of suchshares upon such terms as the Board of Directors, after consideration of therespective annual dividend rates and other relative rights and preferences ofthe respective series and classes, shall determine in good faith will result infair and equitable treatment among the respective series or classes.

(B)       The Corporation shall notpermit any subsidiary of the Corporation to purchase or otherwise acquire forconsideration any shares of stock of the Corporation unless the Corporationcould, under paragraph (A) of this Section 4, purchase or otherwise acquiresuch shares at such time and in such manner.

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                        Section 5.      Reacquired Shares.  Any shares ofSeries A Preferred Stock purchased or otherwise acquired by the Corporation inany manner whatsoever shall be retired and cancelled promptly after the acquisitionthereof.  All such shares shall upon their cancellation become authorized butunissued shares of Preferred Stock and may be reissued as part of a new seriesof Preferred Stock subject to the conditions and restrictions on issuance setforth herein, in the Certificate of Incorporation, or in any other Certificateof Designations creating a series of Preferred Stock or any similar stock or asotherwise required by law.

                        Section 6.      Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, nodistribution shall be made (1) to the holders of shares of stock ranking junior(either as to dividends or upon liquidation, dissolution or winding up) to theSeries A Preferred Stock unless, prior thereto, the holders of shares of SeriesA Preferred Stock shall have received $100 per share, plus an amount equal toaccrued and unpaid dividends and distributions thereon, whether or notdeclared, to the date of such payment, be provided that the holders of sharesof Series A Preferred Stock shall be entitled to receive an aggregate amountper share, subject to the provision for adjustment hereinafter set forth, equalto 100 times the aggregate amount to be distributed per share to holders ofshares of Common Stock, or (2) to the holders of shares of stock ranking on aparity (either as to dividends or upon liquidation, dissolution or winding up)with the Series A Preferred Stock, except distributions made ratably on the SeriesA Preferred Stock and all such parity stock in proportion to the total amountsto which the holders of all such shares are entitled upon such liquidation,dissolution or winding up.  In the event the Corporation shall at any timedeclare or pay any dividend on the Common Stock payable in shares of CommonStock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the aggregate amountto which holders of shares of Series A Preferred Stock were entitledimmediately prior to such event under the proviso in clause (1) of thepreceding sentence shall be adjusted by multiplying such amount by a fractionthe numerator of which is the number of shares of Common Stock outstandingimmediately after such event and the denominator of which is the number ofshares of Common Stock that were outstanding immediately prior to such event.

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                        Section 7.      Consolidation, Merger, etc.  Incase the Corporation shall enter into any consolidation, merger, combination orother transaction in which the shares of Common stock are exchanged for orchanged into other stock or securities, cash and/or any other property, then inany such case each share of Series A Preferred Stock shall at the same time besimilarly exchanged or changed into an amount per share, subject to theprovision for adjustment hereinafter set forth, equal to 100 times theaggregate amount of stock, securities, cash and/or any other property (payablein kind), as the case may be, into which or for which each share of CommonStock is changed or exchanged.  In the event the Corporation shall at any timedeclare or pay any dividend on the Common Stock payable in shares of CommonStock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the amount set forthin the preceding sentence with respect to the exchange or change of shares ofSeries A Preferred Stock shall be adjusted by multiplying such amount by afraction, the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior tosuch event.

                        Section 8.       No Redemption.  The shares ofSeries A Preferred Stock shall not be redeemable.

                        Section 9.      Rank.  The Series A PreferredStock shall rank, with respect to the payment of dividends and the distributionof assets, junior to all series of any other class of the Corporation'sPreferred Stock.

                        Section 10.    Amendment.  The Articles ofIncorporation of the Corporation shall not be amended in any manner which wouldmaterially alter or change the powers, preferences or special rights of theSeries A Preferred Stock so as to affect them adversely without the affirmativevote of the holders of at least two-thirds of the outstanding shares of SeriesA Preferred Stock, voting together as a single class.

**IN WITNESS WHEREOF**, the amendments sets forth above wereadopted on the 26th day of January, 1996.

TRIPOS,INC.

By: /s/ Colleen A. McDonnell

Title:  Corporate Secretary

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