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 June 30, 2000


               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 June 30,  2000:  3,523,466 shares.

<PAGE>

                      TABLE OF CONTENTS



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

  Consolidated Balance Sheets at
     June 30, 2000 and December 31, 1999                     3

  Consolidated Statements of Operations
     for Three Months Ended June 30, 2000 and June 30, 1999
     and Six Months Ended June 30, 2000 and June 30, 1999    4

  Consolidated Statements of Cash Flows for Six Months
     Ended June 30, 2000 and June 30, 1999                   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


<PAGE>

                           PART I
                    FINANCIAL INFORMATION

Item 1.  Financial Statements.

               CONSOLIDATED BALANCE SHEETS
                       (In thousands)
                                           June 30,    Dec. 31,
                                               2000        1999

ASSETS                                  (Unaudited)
Current Assets:
   Cash and cash equivalents               $  3,122    $    813
   Notes receivable-other                       862         830
   Accounts receivable                       10,100      14,182
   Inventory                                  3,639       2,595
   Prepaid expenses                           1,275         242
   Deferred income taxes                      1,418       1,418
Total current assets                         20,416      20,080

   Notes Receivable-trade                     2,264       2,448
   Notes Receivable-other                       971         934
   Property and equipment,
    less accumulated depreciation            13,242      13,899
   Capitalized development costs, net           426         572
   Goodwill, net of amortization              1,056       1,082
   Investment in unconsolidated affiliate     2,423       2,423
   Other, net                                   140         144
Total assets                               $ 40,938    $ 41,582

             LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Current portion of long-term debt
     and capital leases                    $  1,166    $  2,245
   Accounts payable                             546       1,443
   Accrued expenses                           2,348       3,187
   Deferred revenue                           5,991       4,832
Total current liabilities                    10,051      11,707

Long-term portion of capital leases             658       1,223
Long-term debt                                2,988       7,001
Long-term deferred revenue                    1,701       2,485
Deferred income taxes                         1,583       1,583

Series-B preferred stock                      9,149           -

Shareholders' equity :
   Common stock                                  35          33
   Additional paid-in capital                19,639      18,431
   Retained deficit                          (4,583)     (1,020)
   Other comprehensive income (loss )          (283)        139
Total shareholders' equity                   14,808      17,583

Total liabilities and shareholders' equity $ 40,938    $ 41,582

See accompanying notes.

<PAGE>

Item 1.  Financial Statements (continued)


                 CONSOLIDATED STATEMENTS OF OPERATIONS
                 (In thousands, except per share data)
                              (Unaudited)
                             Three Months Ended    Six Months Ended
                               June 30, June 30,  June 30, June 30,
                                   2000     1999      2000     1999
Net sales:
   Software licenses            $ 2,674  $ 1,736   $ 4,222  $ 3,552
   Support                        1,888    2,091     3,817    4,148
   Discovery services               688    1,528     1,476    2,892
   Hardware                         226      767       959    1,686
Total net sales                   5,476    6,122    10,474   12,278

Operating costs and expenses:
   Cost of sales                    749    1,476     1,938    3,346
   Sales and marketing            2,541    2,279     5,125    4,626
   Research and development       2,292    2,786     4,587    4,533
   General and administrative     1,249    1,300     2,471    2,397
Total costs and expenses          6,831    7,841    14,121   14,902

Loss from operations             (1,355)  (1,719)   (3,647)  (2,624)

Other income, net                    96     (172)      263      (52)
Loss before income taxes and
  preferred dividends            (1,259)  (1,891)   (3,384)  (2,676)

Income tax benefit                    -     (718)        -   (1,017)
Net loss before
  preferred dividends            (1,259)  (1,173)   (3,384)  (1,659)

Preferred dividends                 113        -       179        -
Net loss allocable to common
  shareholders                  $(1,372) $(1,173)  $(3,563) $(1,659)

Basic and diluted loss per share $(0.39)  $(0.36)   $(1.03)  $(0.51)
Basic and diluted weighted
  average number of shares        3,496    3,268     3,443    3,263

See accompanying notes.

<PAGE>


Item 1.  Financial Statements (continued)

            CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (In Thousands)
                         (Unaudited)
                                           Six Months Ended
                                           June 30,  June 30,
                                               2000      1999
Operating activities:
Net loss                                   $ (3,563) $ (1,659)
Adjustments to reconcile net loss to net
cash provided by operating activities:
   Depreciation of property and equipment       966       820
   Amortization of capitalized
     development costs and goodwill             239       351
   Deferred income taxes                          -       (17)
   Accreted dividends on Series B
     preferred stock                            179         -

Change in operating assets and liabilities:
   Accounts receivable                        3,782     2,851
   Notes receivable-trade                       246      (271)
   Inventories                               (1,251)      213
   Prepaid expenses and other current assets (1,135)      (14)
   Accounts payable and accrued expenses     (1,409)     (679)
   Deferred revenue                             550       (13)
Net cash provided (used) by
  operating activities                       (1,396)    1,582

Investing activities:
Notes receivable-other                          (68)      (18)
Purchases of property and equipment            (783)   (4,187)
Capitalized development costs                   (42)     (127)
Acquisition, including investment in
  unconsolidated affiliates                       -      (385)
Net cash used in investing activities          (893)   (4,717)

Financing activities:
   Stock issuance pursuant to stock plans     1,109       250
   Proceeds from issuance of Series B
     preferred stock                          8,970         -
   Payments on long-term debt and
     capital leases                          (5,122)     (131)
   Issuance of long-term debt                     -     2,542
Net cash provided by financing activities     4,957     2,661

Effect of foreign exchange rate changes
  on cash and cash equivalents                 (359)     (440)

Net change in cash and cash equivalents       2,309      (914)

Cash and cash equivalents at beginning
  of period                                     813     1,774
Cash and cash equivalents at end
  of period                                 $ 3,122   $   860

See accompanying notes.

<PAGE>


Item 1.  Financial Statements (continued)

    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
            (In thousands, except per share data)


(1)  Summary of significant accounting policies

Organization

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

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

      Our customers, a number of which are industry leaders,  use
our  products and services to reduce product discovery costs  and
time,  and  to accelerate the development of major new  products.
To  date,  Tripos  has  entered  into  strategic  alliances  with
pharmaceutical  and biotechnology companies.   Certain  of  these
contracts  provide  for  recurring  payments  for  products   and
services  over  the  course  of the  contract  term  as  well  as
milestone  payments  or  ownership of  new  product  discoveries.
Tripos   has   a  geographically  diverse  customer  base,   with
approximately  half  of its revenues derived  from  European  and
other  customers  outside  the  United  States.   Tripos  has   a
worldwide sales force with offices throughout the United  States,
and  in  England, France and Germany, representatives  throughout
the  Pacific  Rim,  and  its Tripos Receptor  Research  chemistry
laboratories in England.

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 accounting principles generally accepted in
the  United  States  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 six-month periods
ended June 30, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000.


(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.

<PAGE>


Item 1.  Financial Statements (continued)

(3)  Comprehensive Income

      The components of comprehensive income, net of related tax,
for the three- and six-month periods ended June 30, 2000 and 1999
are as follows:

                            Three Months    Six Months Ended
                               Ended
                         June 30,  June 30, June 30,  June 30,
                             2000      1999     2000      1999
Net loss allocable to
 common shareholders      $(1,372)  $(1,173) $(3,563)  $(1,659)
Foreign currency
  translation adjustments    (221)     (139)    (422)     (311)
Comprehensive loss        $(1,593)  $(1,312) $(3,985)  $(1,970)

The components of accumulated other comprehensive income, net  of
related  tax,  at  June 30, 2000 and December  31,  1999  are  as
follows:
                                             June 30, Dec. 31,
                                                 2000     1999

Foreign currency translation adjustments      $ (283)    $ 139

Accumulated other comprehensive income (loss) $ (283)    $ 139


(4)  Earnings Per Share

The  following  table  sets forth the computation  of  basic  and
diluted  earnings per share for the three- and six-month  periods
ended June 30, 2000 and 1999.
                                        Three Months     Six Months
                                            Ended           Ended
                                       June 30, June 30,  June 30,  June 30,
                                           2000     1999      2000      1999
Numerator:
Numerator for basic earnings
  per share-net loss allocable
  to common shareholders               $(1,372)  $(1,173)  $(3,563)  $(1,659)
Add back preferred dividends  (Note A)       -       N/A         -       N/A
Numerator for diluted earnings
  per share-net loss                   $(1,372)  $(1,173)  $(3,563)  $(1,659)

Denominator:
Denominator for basic earnings per
share-weighted average shares            3,496     3,268     3,443     3,263
Effect of dilutive securities:
     Employee stock options  (Note B)        -         -         -         -
     Preferred shares        (Note A)        -       N/A         -       N/A
Denominator for diluted earnings per
  share-adjusted weighted average
  shares and assumed conversions         3,496     3,268     3,443     3,263
Basic loss per share                    $(0.39)   $(0.36)   $(1.03)   $(0.51)
Diluted  loss per share                 $(0.39)   $(0.36)   $(1.03)   $(0.51)

Note A: Weighted average shares outstanding were not adjusted for
the conversion of the Series B Preferred Stock as their inclusion
would   have   been  anti-dilutive.   Accordingly,  the   related
preferred  dividends  were not added back to  the  numerator  for
diluted earnings per share.

Note  B:  Employee  stock  options  to  purchase  shares  of  the
Company's common stock were not included in the June 30, 1999  or
2000 computation of diluted earnings per share because the effect
would   have  been  anti-dilutive.   For  additional  disclosures
regarding earnings per share, see the notes to the Company's 1999
consolidated financial statements in its Form 10-K.

<PAGE>

Item 1.  Financial Statements (continued)

(5)  Inventory

     Tripos  maintains a physical inventory of chemical  compound
libraries in various states of completion.  Costs associated with
the  manufacture of compounds are calculated using  the  standard
cost  method  and  are carried at the lower of  cost  or  market.
Compounds  that are acquired from third parties are also  carried
at  the  lower  of cost or market.  Finished Goods inventory  may
periodically  contain costs of computer hardware  that  has  been
acquired for resale to the Company's customers.
                                           June 30,   Dec. 31,
                                               2000       1999
          Raw materials                    $    237   $    256
          Work in process                       377        533
          Finished goods                      3,025      1,806
                                            $ 3,639    $ 2,595


(6)  Long Term Debt

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

     The  mortgage note under the current credit commitment calls
for  even  quarterly principal payments based  on  a  twenty-year
amortization schedule that began June 30, 1999.  Borrowings under
the  mortgage  are subject to a variable interest rate  at  LIBOR
plus  2.25%.   An interest rate swap agreement was  entered  into
which  fixed  the interest rate at 7.81%.  The $4,000  term  note
under  the credit commitment was repaid in its entirety in  three
installments; $3,000 during the fourth quarter of  1999  and  the
balance on February 10, 2000.  The revolving line of credit under
the  credit commitment requires quarterly interest-only  payments
with  any  remaining borrowings due at the end of the  three-year
commitment  period.   The  original $8,000  line  of  credit  was
reduced  to  $4,000  effective September 30, 1999.   Availability
under  the  revolving line of credit is based  on  eligible  U.S.
accounts  receivable.   Borrowings under the  revolving  line  of
credit  bear  interest at variable rates tied  to  LIBOR  or  the
bank's  prime  rate.   At  June  30,  2000,  no  borrowings  were
outstanding.   Tripos'  bank granted  waivers  for  two  covenant
violations  relating  to minimum EBITDA and Shareholders'  Equity
for the quarters ending March 31 and June 30, 2000.

(7)  Series B Preferred Stock

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

(8)  Recent Accounting Pronouncements

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  No.  133, "Accounting for Derivative  Instruments  and
Hedging  Activities" ("FAS 133"), which is required to be adopted
in  years  beginning  after June 15, 1999.  The  FASB  has  since
delayed  the effective date until years beginning after June  15,
2000,  with  the  issuance  of  FAS  No.  137,  "Accounting   for
Derivative  Instruments  and Hedging Activities-Deferral  of  the
Effective  Date of FAS No. 133".  FAS 133 permits early  adoption
as  of  the  beginning of any fiscal quarter after its  issuance.
Tripos  expects to adopt the new Statement effective  January  1,
2001.  FAS 133 will require us to recognize all derivatives

<PAGE>

Item 1.  Financial Statements (continued)

on  the  balance sheet at fair value.  We have not yet determined
what  the  effect  FAS  133  will be on  earnings  and  financial
position.

     In  December  1999,  the Securities and Exchange  Commission
issued  Staff Accounting Bulletin No. 101 ("SAB 101") on  revenue
recognition.  SAB 101 was to take effect in January 2000 but  has
been  delayed by the Commission until the fourth quarter of 2000.
Tripos  expects to adopt the provisions of SAB 101 for its fourth
quarter  activity  and does not expect this adoption  to  have  a
material impact on its revenues or earnings.


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

Forward-looking Statements

      The remainder of this report may contain certain statements
that  are  forward-looking and involve risks  and  uncertainties.
Words  such as "expects", "anticipates", "projects", "estimates",
"intends",  "plans", "believes", variations  of  such  words  and
similar expressions are intended to identify such forward looking
statements.   These statements are based on current  expectations
and  projections  made by management and are  not  guarantees  of
future  performance.   Therefore,  actual  events,  outcomes  and
results  may differ materially from what is expressed or forecast
in such forward-looking statements.  Among the factors that could
cause  actual  results  to differ materially  from  the  forward-
looking   statements  are  those  set  forth  under  the  caption
"Cautionary  Statements  - Additional  Important  Factors  to  be
Considered"  in Item 7, Management's Discussion and  Analysis  of
Financial Condition and Results of Operations ("MD&A") in Tripos'
Form  10-K  for 1999.  Tripos undertakes no obligation to  update
any forward-looking statements in this Form 10-Q.

      Subsequent to the end of Tripos' second quarter  of  fiscal
2000, Arena Pharmaceuticals, Inc. registered 6,900,000 shares  of
common  stock  for  the purpose of its initial  public  offering,
including  broker overallotments.  Arena's shares were priced  at
$18  per  share upon commencement of trading.  After the offering
Tripos  held  approximately  9.4% of the  outstanding  shares  of
Arena, giving effect to the conversion of a note receivable  from
Arena  and the exercise of warrants.  Arena is now traded on  the
Nasdaq  National  Market system under the symbol  ARNA.   Tripos'
investment  in Arena Pharmaceuticals is subject to  a  number  of
restrictions and uncertainties, many of which are beyond  Tripos'
control.   In  particular,  Tripos is  subject  to  an  agreement
restricting  its  ability  to sell any Arena  common  stock  that
expires  in  January  2001  and will be  subject  to  substantial
restrictions under federal securities laws.  In addition,  Tripos
cannot  provide any assurance to its investors about  the  market
for  Arena  common stock, the potential volatility in the  market
price  of Arena's common stock, or the ability of Tripos to  sell
any  of  its Arena common stock should Tripos seek to  make  such
sales in the future.


Overview

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

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

      Tripos' integration of chemistry and biological data in the
life  sciences industries creates a revenue stream  for  software
consulting services.  Tripos maintains a staff of specialists who
use  its  proprietary  data integration  framework  to  configure
customized  solutions for data management.  Revenue is  generated
on  a  billable  rate per day and is recognized as  services  are
performed.

<PAGE>

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

      Tripos leverages its expertise in chemical compound library
design  technology  to develop and manufacture general  screening
libraries for sale to the life sciences industries.  Its  current
library  of  over  70,000 highly pure and diverse  compounds,  is
marketed under the name LeadQuestT.

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

      In  2000,  Tripos began to market a comprehensive  research
process  to  its  life  sciences customers  for  rapid  and  cost
effective  discovery.  The process combines advanced informatics,
chemistry  and  biology  products and services,  and  proprietary
discovery    technologies   for   efficient   lead   development,
refinement,  and  optimization. Tripos will also  work  with  its
collaborators to achieve the milestones associated with this type
of  contract.  These multi-million dollar contracts  may  include
royalties and milestones.   In June 2000, Tripos signed its first
major contract to provide these comprehensive services with Lipha
S.A.,  a  pharmaceutical subsidiary or Merck  KgaA.   Under  this
agreement,  Tripos will utilize a wide range of its technologies,
including  its molecular design and informatics capabilities,  to
create  novel drug candidate libraries and implement a  web-based
informatics  system  to provide Lipha with  real-time  access  to
project data and results.

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

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

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

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

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

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

<PAGE>

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

      Tripos' revenues and expenses vary from quarter to  quarter
depending  upon,  among  other things, the  timing  of  customers
budget  processes, the success of our sales efforts, the  lengthy
sales  cycle  and  Tripos'  ability to  influence  customers  and
prospective customers to make decisions to outsource portions  of
their  discovery  process,  the size of  the  customers'  capital
expenditure budgets, the ability to produce compound libraries in
a  timely  manner, market acceptance of new products and enhanced
versions  of  existing  products,  the  timing  of  new   product
introductions  by  Tripos and other vendors, changes  in  pricing
policies by Tripos, partners and other vendors, consolidation  in
customer  base,  and changes in general economic and  competitive
conditions.  In addition, Tripos may choose to negotiate a  long-
term software license contract that may, subject to certain rules
of  SOP 97-2 and SOP 98-4, be recognized ratably over the life of
the  contract.  See Note 1 of the Notes to Consolidated Financial
Statements  for the year ended December 31, 1999  for  a  further
discussion   of  revenue  recognition  policies.   A  substantial
portion of revenues for each quarter is attributable to a limited
number of orders and tends to be realized toward the end of  each
quarter.  Thus, even short delays or deferrals of sales near  the
end  of  a  quarter  can  cause quarterly  results  to  fluctuate
substantially.  Tripos' quarterly results can be affected by  the
mix of its revenue components.

Results of Operations

      Net  sales  for  the  second quarter of  2000  were  $5,476
compared to $6,122 in 1999.  The Company experienced decreases in
hardware and discovery services revenues that were only partially
offset  by  an  increase  in software  related  revenues  in  the
quarter.

      For the three months ended June 30, 2000, software licenses
sales  increased 54.0% to $2,674.  Certain software license sales
that  were anticipated to occur in the first quarter of 2000 were
completed in the second quarter.  In addition, Tripos experienced
strong  software license sales in the Pacific Rim in the quarter.
Support revenues decreased 9.7% to $1,888 compared to the  second
three-month  period in 1999.  Discovery Services sales  accounted
for  $688  in the second quarter of 2000 and $1,528 in  the  same
period  in 1999.  Hardware sales decreased by 70.5% to  $226  for
the second quarter 2000.  For the six months ended June 30, 2000,
software  licenses  sales  increased  18.9%  to  $4,222.  Support
revenues decreased  8.0%  to  $3,817 compared  to  the  same six-
month  period in  1999.  Discovery Services  sales  accounted for
$1,476 for the six-month  year-to-date period in  2000 and $2,892
for the same  period  in  1999.

Hardware  sales  decreased by 43.1% to  $959  for  the  six-month
period in 2000.  The decreases in Discovery Service business  are
attributable  to  multiple large orders of  promotionally  priced
compounds  in  the first half of 1999 and a delay in  entering  a
contract  research  project with Lipha S.A.  Support  sales  have
decreased  primarily due to the increasing popularity of  Tripos'
token-system  method  of selling software  products.   As  token-
system  sales  make  up  a larger share of the  overall  software
revenue,  the  distinction between software license  and  support
revenues becomes less pronounced.  In the future, it will be more
appropriate  to measure the changes in the combined software  and
support revenues rather than as separate revenue sources.   Sales
to  existing customers represent 84% of total net sales  for  the
six-month period ending June 30, 2000.

      Net  sales  for the Company's activities outside  of  North
America represented approximately 54.5% for the second quarter of
2000 compared to 58.9% for the same period in 1999.  Net sales in
Europe decreased 30.4% in the quarter compared to the same period
in  1999  and accounted for 38.2% and 48.1% of net sales for  the
three-month  periods  in 2000 and 1999, respectively.   Sales  in
second  quarter 2000 for Europe were adversely affected by  large
promotionally  priced  compound orders  in  1999  that  were  not
repeated  in  2000.   Net sales in the Pacific  Rim,  principally
Japan, increased 48.5% compared to the second quarter of 1999 and
accounted  for  16.3% and 9.8% of net sales  for  the  respective
periods.   Year-to-date  net revenues outside  of  North  America
represented 54.0% in 2000 and 58.7% in 1999.  Net sales in Europe
decreased  30.6%  for the six-months ending  June  30,  2000  and
accounted for 39.6% of total net sales compared to 48.7%  in  the
same  period in 1999.  Year-to-date net sales in the Pacific  Rim
increased by 22.8% over 1999 and grew to 14.4% of total net sales
from 10.0% in 1999.

<PAGE>

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


      Cost  of  sales for the three-month period ending June  30,
2000  decreased 49.2% compared to the same period in 1999.   Cost
of  sales was $749 and $1,476 for the second quarter of 2000  and
1999, respectively.  Cost of sales as a percent of net sales  was
13.7%  and  24.1% for the three-month periods in 2000  and  1999,
respectively.  Cost of sales for the six-month period ending June
30,  2000  decreased 42.1% compared to the same period  in  1999.
Six-month  year-to-date cost of sales was $1,938 and  $3,346  for
2000 and 1999, respectively.  These changes were due to decreased
costs  directly  related to lower sales of lower  margin  product
lines  such  as  hardware  and discovery  services,  specifically
LeadQuest compounds, compared to the prior year.

      Gross profit margin percentage for the second quarter  2000
increased  to 86.3% from 75.9% of total net sales in  the  second
quarter  of 1999.  For the six-months year-to-date, gross  margin
increased to 81.5% from 72.7% in the same period in 1999.   These
increases in gross profit percentage are due to the decreases  in
cost of sales described above.

     Sales  and  marketing  expenses increased  11.5%  to  $2,541
compared to $2,279 for the three-month period in 1999.  Sales and
marketing  expenses as a percentage of net sales were  46.4%  and
37.2% for the three-month periods in 2000 and 1999, respectively.
The  increase in percent to sales is primarily due to  lower  net
sales and higher advertising costs in the second quarter of 2000.
For  the  six-month  period  ending  June  30,  2000,  sales  and
marketing expense increased 10.8% to $5,125 compared to 1999  and
represented 48.9% and 37.7% of net sales, respectively.

      Research and development expenses decreased to $2,292  from
$2,786 and represented 41.9% and 45.5% of net sales for the three-
month periods in 2000 and 1999, respectively.  Six-month year-to-
date R&D expenses remained stable at around $4,500.  The decrease
in  expenses for the second quarter of 2000 reflects the  end  of
funding  for  joint projects with Arena Pharmaceuticals  and  the
Wolfson Institute in 1999.  These projects have now moved out  of
joint  preliminary  development and are being marketed  to  large
pharmaceutical companies for pre-clinical testing and analysis.

     General and administrative expenses decreased 3.9% to $1,249
for  the  second quarter of 2000 compared to $1,300 in 1999,  and
represent  22.8%  and  21.2%  of net  sales  for  the  respective
periods.   For  the  six-month periods  in  2000  and  1999,  G&A
expenses were 2,471 and 2,397, respectively or 23.6% and 19.5% of
total net sales.

      Other income (expense) changed from expense of $172 for the
second quarter of 1999 to $96 of income for the comparable period
in  2000.   The  six-month  period in 2000  had  income  of  $263
compared to other expense of $51 in 1999.  These changes were due
to  the proceeds from investment by Lion Bioscience in the  first
quarter of 2000 that allowed Tripos to reduce its long-term  bank
debt and generate interest income from the excess funds.

      Income tax benefit was $718,000 for the three-month  period
in  1999,  which represented an effective tax rate  of  38%.   No
income tax benefit was recorded in the first or second quarter of
2000  due  to  the  recognition of a valuation allowance  on  the
future  tax  benefits  of  net  operating  losses  in  the   U.K.
Management  believes  that the net operating  loss  carryforwards
will  be  utilized  in future periods.  The  effective  tax  rate
utilized for the quarter and six-month year-to-date periods ended
June 30, 2000 reflects management's estimate of such rate for the
fiscal year ending December 31, 2000.

<PAGE>

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


Liquidity, Capital Resources and Capital Commitments

      For  the six-month in period ending June 30, 2000, net cash
used  by  operations was $1,396 primarily due to the year-to-date
net  loss  of  $3,563  partially offset by  depreciation  ($966),
amortization ($239), accrued unpaid dividends ($179) and deferred
revenue ($550) while changes in the remaining current liabilities
and  assets  negated each other.  In 1999, net cash  provided  by
operations  came from decreases in trade accounts  receivable  of
$2,851 along with depreciation ($820), amortization ($351) offset
by  the  year-to-date net loss of $1,659, an  increase  in  notes
receivable ($271) and a decrease in accounts payable and  accrued
expenses ($679).

      Cash  used  by investing activities in 2000 was principally
related  to  property and equipment ($783) needed throughout  the
company  and  interest ($68) accruing on other notes  receivable.
For  the  same period in 1999, cash used in investing  activities
was  allocated  to  property  and equipment  at  Tripos  Receptor
Research  ($4,187)  and an increase in the  investment  in  Arena
Pharmaceuticals, Inc. ($385).

     The  Company  anticipates that current  working  capital  of
$10,365,  together  with  continued cash  flow  from  operations,
payments  to be received under current and contemplated strategic
partnership  contracts, the $4,000 line of credit and  access  to
equipment  lease  financing,  will  be  sufficient  to  fund  its
operations  for  at  least  the  next  twelve  months.    For   a
description  of certain factors that could adversely  affect  the
Company's  future capital requirements and the  adequacy  of  its
available  funds, including factors that are beyond the Company's
control,   see  the  discussion  under  the  caption  "Cautionary
Statements-Additional Important Factors to be Considered" in  the
Company's Annual Report on Form 10-K for the year ended  December
31, 1999.


                           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

          One   matter  was  submitted  to  a  vote   of   the
          shareholders of the Company at its Annual Meeting of
          Shareholders on May 11, 2000:

          The  following directors were elected to  serve  for
          the  ensuing  year  or until the earlier  of  death,
          resignation or removal.  Votes cast were as follows:

                                 Votes              Votes
                                 "For"         "Withhold Authority"
            Ralph S. Lobdell    2,628,660           22,960
            Alfred Alberts      2,628,064           23,556
            Stewart Carrell     2,626,455           25,165
            John P. McAlister   2,629,146           22,474
            Gary Meredith       2,626,473           25,147
            Ferid Murad         2,628,660           22,960


<PAGE>

Item 5.   Other Information

          Under  Section  2.13 of Article II of the  Company's
     Bylaws,  any shareholder proposal submitted with  respect
     to  Tripos,  Inc.'s 2001 Annual Meeting of  Shareholders,
     which  proposal is submitted outside the requirements  of
     Rule  14a-8  under the Securities Exchange Act  of  1934,
     will be considered untimely if notice thereof is received
     by the Company before February 9, 2001 or after March 11,
     2001.


Item 6.   Exhibits and Reports on Form 8-K

          (a) List of Exhibits

               10.18 Consulting Services Agreement between Tripos, Inc.
                     and Lipha S.A. *
               27    Financial Data Schedule

          (b)   No reports on Form 8-K were required to be  filed
          during the period from March 31, 2000 to June 30, 2000.

* Confidential treatment has been requested with respect to
certain portions of this Exhibit pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.  The omitted portions have been
filed separately with the Commission.

                        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: August 10, 2000         /s/ John P. McAlister
                              President and
                              Chief Executive Officer


Date: August 10, 2000         /s/ Colleen A. Martin
                              Chief Financial Officer, Secretary



Exhibit 10.18

* The information marked by "XXXXXXXXXX" has been omitted
pursuant to a  request for confidential treatment.  The omitted
portion has been separately filed with the Commission.

                Consulting Service Agreement
                         (Exhibit C)

                            With

                         Lipha S.A.

                    Tripos Inc. Contacts:

                    James P. Rizzi, Ph.D.
       Senior Director of Discovery Research Services

                    Peter C. Hecht, Ph.D
             Vice President European Operations

                         Tripos Inc.
                   1699 South Hanley Road
                     St. Louis, MO 63144

                     Tel: (314) 647 1099
                     Fax: (314) 647 9241

                  Email: jrizzi@tripos.com

                 Web address: www.tripos.com

                       May 29th  2000

 <PAGE>

     Executive Summary.

     Objective: The objective for Lipha is the  discovery
     of  novel,  orally active, inhibitors  of  specified
     targets,   namely,  "XXXXXXXXXX"  and  "XXXXXXXXXX".
     Lipha  have  active  discovery  programs  with  both
     targets  and  now  seek  additional  expertise  from
     Tripos  to  provide lead compounds through  directed
     library   design  and  synthesis  to  achieve   this
     objective.  The ultimate goal of the project will be
     compounds   with   the   designated   potency    and
     appropriate pharmacokinetic profile required to move
     forward   into   lead   optimization.    Information
     presented  by  Lipha  would  suggest  that   Tripos'
     technology  could make significant contributions  to
     advancement of these projects.

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to a  request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>


                              Contents

1.   Project Plan Overview
          1.1. "XXXXXXXXXX"
          1.2. "XXXXXXXXXX"
2.   Project Step I
          2.1. "XXXXXXXXXX" Lead Hopping
          2.2. "XXXXXXXXXX" High Throughput Screening
          2.3. "XXXXXXXXXX" High Throughput Screening
          2.4  Focussed Libraries in Step 1
3.   Project Step II
          3.1. "XXXXXXXXXX" Lead series criteria
          3.2. "XXXXXXXXXX" Lead series criteria
4.   Project Organization
          4.1. Frequency of reports
          4.2. Project management staff
          4.3. Subcontractors
          4.4  Visiting scientist
5.   Informatics
6.   PK Studies
          6.1  Step 1
          6.2  Step 2
7.   Resource and Timelines
8.   Terms and conditions
          8.1. Announcements
          8.2. Termination
          8.3. IPR and Exclusivity of compounds
9.   Tripos Inc. background information
       Appendices
            A. Project Plan
            B. Virtual Private Network (ExtraNet)
            C. Payment Schedule
            D. Biology Protocols
            E. Profiling Protocols

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to a  request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

  1.   Project Plan Overview:

     The  project plan being proposed (Appendix A)  deals
     simultaneously    with   both    "XXXXXXXXXX"    and
     "XXXXXXXXXX"  targets.  However,  the  approach  for
     each  target  will  differ due  to  the  substantial
     disparity  in the existing knowledge base  for  each
     of  these targets.  The project plan is designed  to
     be   flexible   in  terms  of  the  utilization   of
     resources  for  all  key activities,  and  could  be
     modified  according to the way the project  unfolds.
     The main strategic points are as follows:

  1.1.  "XXXXXXXXXX":  Requires the exploration of  other
     chemistries that may result in leads for which Lipha may
     determine and pursue patent positions. This process is known
     as Lead HoppingT and can be achieved using our ChemSpaceT
     technology. Tripos will use the existing knowledge base to
     build large virtual libraries around both new and validated
     chemistries to allow rapid optimization of the resulting lead
     series.  From these virtual libraries a selection of shape
     similar  compounds will be synthesized and screened.
     Simultaneously, a selected set of existing compounds will be
     screened against the "XXXXXXXXXX" target to  provide
     experimental opportunities to identify additional lead series.

  1.2.  "XXXXXXXXXX":  The knowledge base for "XXXXXXXXXX" is
     not as extensive as "XXXXXXXXXX" but active compounds are also
     available from the literature. The most logical approach for
     the "XXXXXXXXXX" target is to use the limited information
     available to guide further screening efforts against this
     target. While new computational models will be developed,
     drawing upon existing work by Lipha scientists, the primary
     thrust will be directed toward screening.

     High  throughput screening will be conducted in  two
     parts, with a decision point after initial screening
     to  trigger  a  second round (Appendix  A).   Either
     target "XXXXXXXXXX" could be selected for the second
     round  or  screening could be terminated completely.
     This decision will depend on the comparative numbers
     and  quality  of  hits  from the  first  round.  The
     results  from  screening against both these  targets
     can be used to enhance the knowledge base for future
     use in library design and the selection of potential
     actives.

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to a  request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

  2.   Project Step I

     2.1.  "XXXXXXXXXX" Lead Hopping - Up to "XXXXXXXXXX"
     unique  libraries,  based on  our  proprietary  Lead
     Hopping  process, each of approximately "XXXXXXXXXX"
     to  "XXXXXXXXXX"  compounds  will  be  designed  and
     synthesized.  The  starting point for  Lead  Hopping
     will   be   the  literature  and  patent  precedents
     provided  by Lipha, subsequent literature review  by
     Tripos, and any internal SAR information supplied by
     Lipha   which   is   considered   confidential,   as
     referenced  in  the  original  consulting   services
     agreement. This comprises the following steps:
          .
          .
          .
          .
          .
          .
          .
          .

  2.2. "XXXXXXXXXX" High Throughput Screening - A block of
       50,000 general screening compounds from LeadQuest library will
       be submitted for high throughput screening against the
       "XXXXXXXXXX" target in accordance with the protocol provided
       appendix D. This should provide alternative hits for
       subsequent evaluation and inclusion within the evolving
       knowledge base. Additional block of 50,000 compounds will be
       selected and screened depending on the success of previous
       results.  The selection will be made based on chemistry and
       diversity analyses of the compounds available from Discovery
       Technologies Ltd., and with respect to screening and SAR
       information from Lipha.  The fees for selecting and screening
       these additional ensembles are included in the schedule
       identified in appendix C. "XXXXXXXXXX" values will be
       determined for the confirmed hits and an appropriate subset of
       compounds will be submitted for pharmacokinetic, metabolic
       assessment and pharmacological activity on a secondary
       cellular model at Lipha.

  2.3. "XXXXXXXXXX" High Throughput Screening - Similar to
       above, a block of 50,000 general screening compounds from
       LeadQuest library will be submitted for high throughput
       screening against the "XXXXXXXXXX" target in

*   The  information  marked  by  "XXXXXXXXXX"  has  been
omitted pursuant to a request for confidential treatment.
The  omitted portion has been separately filed  with  the
Commission.

<PAGE>
       accordance with the protocol provided appendix  D.
       This  will provide alternative hits for subsequent
       evaluation  and  inclusion  within  the   evolving
       knowledge   base.   Additional  block  of   50,000
       compounds  will be selected and screened depending
       on the success of previous results.  The selection
       will  be  made  based on chemistry  and  diversity
       analyses screening and SAR information from Lipha.
       The   fees  for  selecting  and  screening   these
       additional ensembles are included in the  schedule
       identified in appendix C. "XXXXXXXXXX" values will
       be  determined  for  the  confirmed  hits  and  an
       appropriate subset of compounds will be  submitted
       for   pharmacokinetic  and  metabolic   assessment
       (Appendix E).  For a detailed flow chart of Step I
       see the project plan  (Appendix A).

  2.4. Focussed Libraries in Step 1 - In accord with Tripos'
       flexible approach, the resources attributed to up to
       "XXXXXXXXXX" of the lead hopping library activities could be
       switched to a focussed library activity based on hits emerging
       from screening in  step 1.  These focussed libraries could be
       associated with either "XXXXXXXXXX" or "XXXXXXXXXX" targets
       alone, or with both.  The type of scenario that would trigger
       this switch in  step 1 is if promising screening hits were
       discovered that initially fell short of the project's ultimate
       target threshold for biological activity.  In such a situation
       a rapid focussed library approach could well deliver a
       compound with the characteristics necessary to trigger step 2
       of the project, and ultimately lead to a successful project
       outcome for Lipha.  Decisions regarding redirection of project
       resources will be the responsibility of the joint project
       management.

        All compounds synthesized under the terms of this
       service  agreement will be considered the property
       of  Lipha.  Any compound material remaining  after
       all testing has been completed will be supplied to
       Lipha.

3.   Project  Step II

     Again  Tripos  has a flexible approach  to  Step  II
     which   includes   lead  explosion,   patent   space
     exploration, and SAR development.  At this stage  it
     is  envisaged  that one target will be selected  for
     progression,  and  that additional  compound  series
     will  be  prepared  that expand  the  SAR  knowledge
     around   the   selected  leads  and  explore   added
     potential  for  Lipha's enlarging  coverage  in  the
     identified patent space.  Additional compounds  will
     be  selected for pharmacokinetic evaluation with the
     goal of designing more drug relevant compounds.

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to  a request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

     Advancement  to  Step II will be determined  by  the
     project  management team, as described in section  4
     of  this document.  The decision to proceed with any
     series  will  be  at  the discretion  of  the  Lipha
     project  manager.  There are three  potential  areas
     where  advancement  is likely to proceed,  from  the
     directed Lead Hopping libraries around "XXXXXXXXXX",
     from    the   general   screening   results   around
     "XXXXXXXXXX"  or from the general screening  results
     around "XXXXXXXXXX".

  3.1.  "XXXXXXXXXX" Criteria for Selection as a lead Series:
          .    "XXXXXXXXXX".
          .    "XXXXXXXXXX"
          .    "XXXXXXXXXX"

  3.2. "XXXXXXXXXX" Criteria for selection as a lead series:
          .    "XXXXXXXXXX"
          .    "XXXXXXXXXX"
          .    "XXXXXXXXXX"

4.   Project Organization
     Lipha  and Tripos will designate one contact  person
     in  each  organization as the project  managers.  It
     will be their responsibility to assume joint control
     of   the   project.  Tripos  will  provide   project
     coordination, support and management.

  4.1   Frequency of reports: The following reporting schedule
     will be set up:
          Every two weeks: Conference call.
          Monthly: written summary of work and results in
          a format to be agreed.
          Quarterly:   Meetings  would  be  arranged   as
          required by Lipha
          Final Report: summarize all work and results.

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to a  request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

  4.2. Project Management: Tripos will appoint "XXXXXXXXXX" as
       the project manager who will carry the primary responsibility
       for all Tripos aspects of the project. He will be assisted by
       "XXXXXXXXXX" who will manage the chemistry resource and
       "XXXXXXXXXX" managing the computational components for the
       project. Lipha will appoint "XXXXXXXXXX" as the project leader
       who will carry the primary responsibility for all Lipha
       aspects of the project. He will be assisted by "XXXXXXXXXX"
       for the "XXXXXXXXXX" target, "XXXXXXXXXX" for the "XXXXXXXXXX"
       target, "XXXXXXXXXX" for the chemistry, "XXXXXXXXXX" for the
       computational aspects, "XXXXXXXXXX" for the high throughput
       screening and "XXXXXXXXXX" for the PK screening.

  4.3. Subcontractors: Tripos will appoint and subcontract the
       High Throughput Screening services from Discovery Technologies
       Ltd. of Basle, Switzerland. Tripos will appoint and
       subcontract the pharmacokinetic profiling to Cyprotex,
       Operating Division of Medeval Ltd. of Manchester, England
       (here after Cyprotex).   Tripos will coordinate and manage all
       data from these two organizations via a Tripos provided
       solution that will be made accessible to Lipha. It is
       envisaged that representatives from both these organizations
       would be present on the project management team

  4.4. Visiting Scientist: Lipha may desire to send a visiting
       scientist to Tripos Receptor Research at any time during the
       course of this project. In this event, Lipha will meet all
       cost associated with the visit. Tripos will accommodate such
       requests provided that dates and duration are mutually
       agreeable in light of other Tripos activities.

5.   Informatics
       For  the duration of this service agreement Tripos
     will  provide  access to the underlying  informatics
     supporting  these  discovery  programs.  There   are
     several extranet connectivity options available  and
     the  final  configuration will depend on the  system
     requirements and inevitable budget constraints.   It
     is  proposed that a secure connection be established
     to  permit  viewing  by Lipha  of  data  stored  and
     managed using the existing MetaLayer installation at
     Tripos  Receptor Research. "XXXXXXXXXX".  There  are
     essentially  four components required  to  establish
     the Lipha extranet.

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to a  request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

          . Hardware infrastructure: To provide connectivity and meet
            the security requirements that have been identified for the
            system.
          . Line charges: Fees required in order to provide the
            desired level of user access and bandwidth for the system.
          . Bandwidth management software: To ensure the appropriate
            bandwidth and access is reserved for Lipha's use.
          . System Management: Resource required for installation,
            setup and maintenance of the system.
     Our  cost assumptions are based on remote access  to
     the   Tripos  Intranet  via  the  Internet   for   a
     "XXXXXXXXXX"  concurrent user  system  viewing  data
     stored and managed in Bude, England.  See appendix B

6.   PK Studies.

  6.2. Step 1  As the project progress and confirmed hits from
       screening are identified initial PK profiling will begin on
       compounds of interest (appendix E) and it is expected that the
       number of compounds profiled will not exceed "XXXXXXXXXX" or
       the initial screens and perhaps "XXXXXXXXXX" compounds for
       detailed in-vivo studies.
  6.3. Step 2  The second step will require additional profiling
       (appendix E) with fewer compounds as results dictate. These
       costs will need to be assessed separately and upon the
       selection of specific studies. Overall cost for profiling
       studies are directly related to the number of compounds
       submitted for testing, and numbers and types of assays.  Thus
       the actual profiling cost will remain dynamic and determined
       by the project management team in light of results obtained.
       Our current estimates suggest that step two profiling will be
       approximately "XXXXXXXXXX".  The project managers as outlined
       in section 4 of this document will be responsible for the
       selection of any and all compounds that are submitted for PK
       profiling.

7.   Resources and Time lines.
     Tripos has assembled a project plan, see appendix A,
     implementing the recently agreed strategic  approach
     for  discovery  of  novel leads  against  these  two
     targets.  This  project plan  calls  for  a  project
     timeline  of  June 2000 through June 2001.  We  also
     estimate that a brief period, perhaps 1 or 2  months
     of  project  management will be  required  to  fully
     summarize  the project and transfer data  to  Lipha.
     The required  resources are comprised of:

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to  a request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

          .    Project management
          .    Computational chemists for model development & data
               analysis
          .    Library design specialists for virtual library creation
               and compound selection
          .    Medicinal and supporting chemistry
          .    Research chemists for Combinatorial chemistry validation
          .    Production chemists for scale-up and library production
          .    Analytical Chemists
          .    High throughput screening at DTL
          .    PK at Cyprotex

     Overall    the   Tripos   contribution    represents
     approximately "XXXXXXXXXX" to "XXXXXXXXXX" FTE years
     excluding services provided by sub-contractors.

8.   Terms and conditions
     Tripos  undertakes  this project proposal  with  the
     understanding that, like all research work, there is
     no  guarantee of success. However, Tripos  will  use
     its   best  efforts  in  the  application   of   our
     technology and sound scientific practice to  further
     the course of these projects toward the stated goal.
     We  firmly  believe that our approach increases  the
     probability  of success. However, past  performance,
     does  not guarantee any future outcome. The  project
     plan and cost estimates assume the inclusion of both
     targets  with  natural  decision  points  based   on
     progress obtained.

     Upon  signing  of this exhibit, an up front  fee  of
     $"XXXXXXXXXX"   will  be  paid  to  Tripos  for  its
     application  of  its ChemSpaceT  technology  to  the
     project. This fee will also include access to 50,000
     compounds  from the LeadQuest library,  "XXXXXXXXXX"
     standard   format,  to  be  screened  against   both
     "XXXXXXXXXX"    and   "XXXXXXXXXX"    targets.    In
     addition,  for the duration of the service agreement
     Tripos will provide the necessary infrastructure  to
     establish  an  extranet providing access,  from  the
     existing   Lipha  network,  to  project   data   and
     informatics as detailed in section 5.0

     Tripos  will assume all responsibility for invoicing
     of  fees incurred during the course of this project.
     Quarterly  billings will be submitted to Lipha  that
     reflect a standardized resource level throughout the
     project  plus any fees due subcontractors  for  work
     performed  under this service agreement, as  defined
     by the payment schedule in appendix C.

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to a  request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

     8.1. Announcements.
     The  financial and scientific aspects of this  scope
     of  work  project, including the related therapeutic
     focus,  shall be held in confidence by all  parties.
     However,   Lipha agrees that for reasons related  to
     materiality as a public company, Tripos will   issue
     a press release and otherwise announce the existence
     and other more general aspects of the collaboration.
     Provided,  however, that Tripos  shall  not  include
     Lipha's   name  or  any  details  regarding  Lipha's
     identity that would allow a reader to construe  that
     Lipha  is  the  pharmaceutical collaborator.  Tripos
     shall  provide  a copy to Lipha prior  to  any  such
     release.  Tripos  may  also  rely  on  Lipha  as   a
     collaborative  customer  reference  in  its  related
     business presentations to other potential clients.

  8.2. Progress based termination.

     As  the  two  targets call for different  approaches
     during  the  initial stages of the  project,  it  is
     logical  that they should have different termination
     criteria.  In  the  case  of  "XXXXXXXXXX",  initial
     emphasis  is  being placed on further  screening  to
     identify  additional active compounds  that  may  be
     either  optimized directly or used to  Lead  Hop  to
     other  chemical classes of interest.  In  the  event
     that  no such leads are found and computational work
     provides  no  clear alternatives,  the  "XXXXXXXXXX"
     project  would be terminated without further  effort
     or penalty payments due to Tripos.

     In the case of "XXXXXXXXXX", if no lead is found, at
     the end of step 1 and computational work provides no
     clear  alternatives, the "XXXXXXXXXX"  project would
     be  terminated  without further  effort  or  penalty
     payments due to Tripos.

     In  the event that Lipha prematurely terminates  the
     project for any other reasons, payment in full  will
     be  required  for  all  work  undertaken  and  costs
     incurred  by Tripos and its appointed subcontractors
     plus a cancellation fee equal to "XXXXXXXXXX" of the
     standardized  Tripos  rate defined  in  the  payment
     schedule   -   appendix  C.   ("XXXXXXXXXX"   $)   -
     ("Cancellation Fee") - as well as any  uncancellable
     payment  obligations of Tripos to its subcontractors
     under the terms of this service agreement as defined
     in  appendix C; provided  however that in the  event
     that there is a change in the control of Tripos such
     that  Lipha has reasonable concern that persons  not
     authorized  by Lipha may gain access to  proprietary
     scientific information about the project, Lipha  may
     terminate  this service agreement without  incurring
     the Cancellation Fee obligation.

* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to  a request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.

<PAGE>

  8.3. IPR and exclusivity of compounds.
     Inventorship  will  be  determined  by   the   usual
     criteria   ("XXXXXXXXXX")  and   any   rights   that
     "XXXXXXXXXX" may have in any composition  of  matter
     patent   related   to   the  compounds   synthesized
     hereunder  shall  be  assigned  to  "XXXXXXXXXX"  by
     "XXXXXXXXXX",   as  referenced   in   the   original
     consulting   services  agreement.   At  "XXXXXXXXXX"
     request  and  expense, "XXXXXXXXXX" agrees  that  it
     will, and will cause any of its employees working on
     the  project,  to execute and deliver any  documents
     and  information as reasonably necessary  to  assist
     "XXXXXXXXXX"   in  related  patent   filings   which
     "XXXXXXXXXX"  may elect to pursue. In the  event  of
     dissolution  of  "XXXXXXXXXX" as  corporate  entity,
     "XXXXXXXXXX"   will  agree  to  transfer   all   the
     laboratory notes and raw data related to the patents
     which   would  be  filed  regarding  the   compounds
     synthesized hereunder.

     All    compounds   prepared   directly   for    this
     "XXXXXXXXXX"   project  will   be   considered   the
     proprietary  property of "XXXXXXXXXX"  and  will  be
     theirs  to  do  with as they see  fit  and  provided
     however  that  to  the extent that the  structure(s)
     formulation  preexisted  in  "XXXXXXXXXX"   database
     "XXXXXXXXXX"  shall not  delete said structure  from
     its  "XXXXXXXXXX" for the purpose of future searches
     and results thereof.

     Compounds  of interest to Lipha from the  LeadQuestT
     screening  libraries are provided on a non-exclusive
     basis. Should Lipha require additional material  for
     any  particular compound it can be purchased or  re-
     synthesized  depending  on  the  current   inventory
     situation.
<PAGE>

9.   Tripos - background information.
     Over the last twenty years Tripos has pioneered many
     of  the  predictive  molecular  design  technologies
     commonly  employed  by  the  industry  today.   This
     impressive record of innovation provides a solid and
     proprietary    foundation   on   which    to    base
     collaborative  discovery  research  projects.  These
     projects  draw  upon  the extensive  library  design
     capabilities and predictive technologies  that  have
     been assembled in a unique process to assist in  the
     identification  and  rapid  optimization   of   pre-
     clinical therapeutic candidates, as follows:

     Tripos    uniquely   combines   computational    and
     experimental science with information technology  to
     rapidly  design,  synthesize, analyze  and  optimize
     lead  compounds.   We have more  than  20  years  of
     experience  in  developing innovative  computational
     solutions  to speed discovery.  Our industry-leading
     SYBYL  and  UNITY  software tools support  effective
     molecular  design  and  analysis.   Our  proprietary
     ChemSpace   technology  rapidly  searches  databases
     containing trillions of potential chemical compounds
     to  identify drug-like molecules that are similar in
     shape  to lead candidates.  This enables rapid  lead
     optimization and provides a means to design  a  wide
     range of scaffolds into our target libraries.

     Tripos has a unique chemical synthesis process  that
     is  integrated  with informatics to  produce  novel,
     information-rich compounds of high purity  that  can
     be  screened reliably and optimized rapidly.  Tripos
     is   a   leader  in  integrating  informatics   with
     discovery research. Our MetaLayer and associated web-
     based  technology provides desktop access to diverse
     discovery   data.   It  enables  Tripos  to   create
     customized decision support systems for its  clients
     to  drive efficient, effective research. The  system
     integrates dispersed data sources, facilitating data
     access   for   scientists  through  a  single   user
     interface,   thereby   promoting   ease-of-use   and
     cohesive teamwork.

     This  process has already been successfully employed
     in  the  discovery  of pre-clinical  candidates  for
     schizophrenia  and  glaucoma.  In  both   of   these
     examples  new  leads were identified from  carefully
     designed  libraries  and  rapidly  optimized   using
     extensions of the design that followed the  SAR.  In
     another example, Tripos technology was independently
     found  to  be  substantially  more  predictive  than
     either   traditional   or  combinatorial   chemistry
     approaches  commonly  in use. In  all  cases,  these
     impressive  results were obtained in a  fraction  of
     the  time  taken and at a fraction of  the  cost  of
     traditional methodologies.

     Key   to   the  success  of  this  process  is   the
     development  of  an  informatics  system  that  ties
     together  the  theoretical  model  development  with
     experimental evaluation and chemical synthesis.  The
     progressive accumulation of a knowledge base  allows
     systematic exploration of pharmaceutically  relevant
     parameter  space  to  optimize  biological  activity
     while  experimental pharmacokinetic profiling guides
     the design toward higher quality leads.

     Our goal is to provide our clients with high-quality
     leads  in the shortest possible time, with the right
     properties  to progress through clinical development
     to  market.  Our  knowledge-based discovery  process
     focuses  on  those properties which are  responsible
     for  success  or  failure  in  development,  thereby
     enabling selection of the best leads to pursue.

     Tripos is an established drug discovery partner with
     a  record  of innovation over the last 20 years.  We
     offer  a unique suite of services for drug discovery
     backed  by  a long record of accomplishment  and  of
     corporate stability. Scientists leading this project
     have  a  successful  record in drug  discovery  with
     compounds  under development and in the clinic.  The
     objective  for  Lipha  is  the  discovery  of  novel
     patentable   compounds.  Tripos'  unique   analysis,
     design  and  synthesis methods will be  utilized  to
     analyze  existing data and generate highly  relevant
     compounds   with  our  proprietary  library   design
     technology.
<PAGE>

                         Appendix A
         (see attached excel sheet - Appendix A.xls)
     "XXXXXXXXXX"



* The information marked by "XXXXXXXXXX" has been omitted
pursuant  to a  request for confidential treatment.   The
omitted  portion  has  been  separately  filed  with  the
Commission.
<PAGE>


                         Appendix B

Solution A:  (As described in email of 4/14 from "XXXXXXXXXX")

"XXXXXXXXXX"






                         Appendix C
                      Payment Schedule

Date of Invoice               Item or service fee          Amount USD $

"XXXXXXXXXX"






* The information marked by "XXXXXXXXXX" has been omitted
pursuant to a  request for confidential treatment.  The
omitted portion has been separately filed with the Commission.

<PAGE>


APPENDIX D

"XXXXXXXXXX"




Lipha:                             Tripos:


___________________________        __________________________
Authorized signature               Authorized signature

___________________________        __________________________
Title                              Title


* The information marked by "XXXXXXXXXX" has been omitted
pursuant to a  request for confidential treatment.  The
omitted portion has been separately filed with the Commission.

<PAGE>


APPENDIX E

"XXXXXXXXXX"







Lipha:                                Tripos:


__________________________            _________________________
Authorized signature                  Authorized signature

__________________________            _________________________
Title                                 Title


* The information marked by "XXXXXXXXXX" has been omitted
pursuant to a  request for confidential treatment.  The
omitted portion has been separately filed with the Commission.

<PAGE>

     By  the  signatures of their authorized representatives
     hereunder,  Lipha  S.A.   ("Lipha")  and  Tripos  SARL)
     ("Tripos")  agree to and accept, effective as  of  30th
     May   2000,   this  Exhibit,  including  the   attached
     appendices  A to E hereto, which is [are]  hereby  made
     part of, and agreed to be subject to the terms of,  the
     Consulting  Services Agreement dated  31st  March  1999
     between  Lipha and Tripos, and to any additional  terms
     specified below as applicable to the Lipha Dual  Target
     Project.    In  the event of any conflict  between  the
     terms  of  the  Consulting Services Agreement  and  the
     terms  of this Exhibit, the terms of this Exhibit shall
     apply.

     1.   The total collective liability of Tripos and its partners
       hereunder shall in no event exceed the amount paid by Lipha
       hereunder.

     2.   THE PARTIES ACKNOWLEDGE THAT THIS SERVICE AGREEMENT
       CONSISTS OF SCIENTIFIC RESEARCH, THE OUTCOME OF WHICH IS NOT
       PRECISELY KNOWN ON THE DATE OF THIS AGREEMENT.   TRIPOS MAKES
       NO REPRESENTATIONS AND NO EXPRESS OR IMPLIED WARRANTIES OF ANY
       KIND WITH RESPECT TO THE CERTAINTY OF SOME OF THE ANTICIPATED
       RESULTS OR THE PERFORMANCE OF ANY RESULTS, INCLUDING BUT NOT
       LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
       FITNESS OF RESULTS FOR ANY PARTICULAR PURPOSE.  TRIPOS MAKES
       NO WARRANTY ABOUT THE ACCURACY OR COMPREHENSIVENESS OF ANY
       PATENTABILITY ASSESSMENT METHODOLOGY OR FUNCTIONALITY THAT IT
       MAY DEVELOP OR APPLY HEREUNDER AND LIPHA AGREES THAT TRIPOS
       SHALL HAVE NO RESPONSIBILITY OR LIABILITY, OR LIPHA RELIEVED
       OF ANY PAYMENT OBLIGATION, FOR ANY RELIANCE WHICH LIPHA MAY
       PLACE ON SUCH FUNCTIONALITY OR FOR LIPHA'S FINAL DETERMINATION
       OF PATENTABILITY IN APPLICATIONS LIPHA MAY MAKE.

     3.   Target exclusivity: Tripos is committed to work on the
       two "XXXXXXXXXX" and "XXXXXXXXXX" targets exclusively for
       Lipha, for the duration of this work and for "XXXXXXXXXX"
       additional years after the termination of Tripos' work on the
       respective specified target.

     4.    Except  for termination in the event of  material
       breach  or  failure to reasonably perform by  Tripos,
       any  termination  by  Lipha hereunder  shall  require
       ninety (90) days' prior written notice.

Lipha:                        Tripos:

__________________________    ___________________________
Authorized signature          Authorized signature

__________________________    ___________________________
Title                         Title

* The information marked by "XXXXXXXXXX" has been omitted
pursuant to a  request for confidential treatment.  The
omitted portion has been separately filed with the Commission.