TRIPOS INC
DEFR14A, 1997-05-14
PREPACKAGED SOFTWARE
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                    Corrected Voting Card
                        Tripos, Inc.
                                                  April 17,1997
Dear Shareholder:

      Due to a typographical error in the printing of the
original proxy card  included with the Proxy Statement and
Notice of Annual Meeting  of Shareholders,  Tripos, Inc.
requests that you discard  the  white  proxy card  and
instead use this blue card to cast your vote on the
proposals described  in  the  Proxy  Statement and Notice
of  Annual  Meeting  of Shareholders  of  Tripos, Inc.
Proposal 2 on the  original  white  card reflected an
incorrect amount of shares.  Proposal 2 should have read as
follows:  "2.  PROPOSAL TO AMEND THE 1994 STOCK OPTION PLAN
TO  INCREASE THE  NUMBER  OF  SHARES RESERVED THEREUNDER
FROM 704,000 TO  1,100,000". The  attached card reflects the
corrected amount and should be  used  to cast  your  vote.
If you have already returned the white  proxy  card,
please complete the blue proxy form attached below and
return it in  the envelope  provided.   The white proxy card
will be disregarded  and  the shares represented thereby
will not be voted.

The 1997 Annual Meeting of Shareholders of Tripos, Inc. will
be held  at  the  World Trade Center St. Louis, 121  S.
Meramec,  10th Floor, Clayton, Missouri, 63105, on Friday,
May 9, 1997 at 1:00 p.m. local time.  At the meeting,
shareholders will elect directors,  act
on a proposal to amend the 1994 Stock Option Plan, and
transact such other  business  as  may properly come
before the  meeting  and  any adjournments thereof.

      It  is  important  that  your shares are
represented  at  the meeting.   Whether or not you plan
on attending the meeting,  please review  the  enclosed
proxy  materials,  complete  the  proxy  form attached
below  and  promptly  return  the  form  in  the
envelope provided.

          PLEASE DETACH AND MARK THE PROXY, SIGN IT ON
THE REVERSE SIDE, AND RETURN IT IN THE ENVELOPE PROVIDED
                   BEFORE THE MEETING
                            
                      (Detach Proxy Form Here) 
- --------------------------------------------------------
  PROXY SOLICITED BY THE BOARD OF DIRECTORS OF TRIPOS,INC.
      The undersigned hereby appoints Colleen  A. Martin
and John D. Yingling  as  proxies,  each  with full
power  to  appoint  her/his substitute, and hereby
authorizes them to vote as designated  below, all the
shares of Common Stock of Tripos, Inc. held of record by
the undersigned  on April 4, 1997 at the annual meeting
of  shareholders to  be  held on May 9, 1997, at 1:00
p.m., local time, at the  World Trade  Center  St.
Louis,  121  S. Meramec,  10th  Floor,  Clayton,
Missouri, 63105, or at any adjournment thereof.

1.   ELECTION OF DIRECTORS
FOR  O  all nominees listed below         WITHHOLD AUTHORITY  O
(except as marked to the contrary below)  to vote for all nominees listed below

(INSTRUCTION: To withhold authority to vote for any
     individual nominee, strike a line through the
     nominee's name in the list below)
Ralph Lobdell,   Stewart Carrell,   John McAlister,   
Gary Meredith, Ferid Murad,   Alfred Alberts
                    
2.  PROPOSAL TO AMEND THE 1994 STOCK OPTION PLAN TO
INCREASE THE NUMBER OF SHARES RESERVED THEREUNDER FROM
704,000 TO 1,100,000
            FOR  O         AGAINST  O          ABSTAIN  O
3.    In  their discretion, the proxies are authorized to
vote  on  such other business as may properly come before
this meeting.


                      (Detach Proxy Form Here) 
- ------------------------------------------------------------
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder.  IF
NO DIRECTION IS MADE,  THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND  2 .

                                        Dated:____________________, 1997
                                        
                                                                                
                                        ____________________
                                             Signature *


                                        
                                        ____________________
                                        Signature, if held jointly *
                                        
                                        *Please sign exactly
                                        as name appears on
                                        this form.  When
                                        signing as attorney,
                                        executor, administrator,
                                        trustee, or guardian, please
                                        give full title as
                                        such.  If a corporation, please
                                        sign in full corporate name by
                                        President or other authorized officer.
                                        If a partnership, please sign in
                                        partnership name by authorized person.
                                        
                                        
                                        
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PRIOR TO THE MEETING.
                             



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