SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5 to

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

VIROPHARMA INCORPORATED

(Name of Subject Company)

VIROPHARMA INCORPORATED, as Issuer

(Names of Filing Persons (identifying status as offeror, issuer or other person))

6% CONVERTIBLE SUBORDINATED NOTES DUE 2007

(Title of Class of Securities)

928241 AA6

928241 AC2

(CUSIP Number of Class of Securities)

Thomas F. Doyle

Vice President and General Counsel

405 Eagleview Boulevard

Exton, Pennsylvania 19341

(610) 458-7300

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of filing persons)

Copies to:

Jeffrey P. Libson, Esq. Pepper Hamilton LLP 400 Berwyn Park 899 Cassatt Road Berwyn, PA 19312-1183 (610) 640-7800 Abigail Arms, Esq. Shearman & Sterling LLP 801 Pennsylvania Avenue Washington, D.C. 20004-2604 (202) 508-8000

CALCULATION OF REGISTRATION FEE

Transaction Valuation (1)	Amount of Filing Fee (2)
$99,122,500	$12,558.83

(1) Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this amount is the market value as of April 27, 2004 of the maximum amount of 6% Convertible Subordinated Notes due 2007 (the “Existing Notes”) that may be received by the Registrant from tendering holders in the exchange offer.

(2) Registration fee previously paid in connection with the Issuer’s Registration Statement on Form S-4 filed March 22, 2004.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $12,558.83

Form or Registration No.: Form S-4 (File No. 333-113790)

Filing Party: ViroPharma Incorporated

Date Filed: March 22, 2004

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

Item 1. Summary Term Sheet.

ViroPharma Incorporated (the “Company”), a Delaware corporation, hereby amends the Tender Offer Statement on Schedule TO, as amended, originally filed with the Securities and Exchange Commission on April 28, 2004 pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer to exchange up to all of its outstanding 6% Convertible Subordinated Notes due 2007 (the “Existing Notes”) for 6% Convertible Senior Plus Cash Notes_SM due June 1, 2009 (the “Plus Cash Notes”) (the “Exchange Offer”) upon the terms and subject to the conditions set forth in the preliminary prospectus and the preliminary prospectus supplement (together, the “Prospectus”) and in the related revised Letter of Transmittal, which are Exhibit (a)(1) and Exhibit (a)(3) to this Schedule TO, respectively.

On June 17, 2004, the Company issued a press release announcing that a conversion consideration determination period for the exchange offer of its Plus Cash Notes has concluded. Pursuant to the terms of the Exchange Offer, the base share amount and the auto-conversion price is to be fixed as of the second trading day immediately preceding the expiration date of the Exchange Offer, which will be June 21, 2004, unless extended by the Company as permitted by the terms of the Exchange Offer. Each Plus Cash Note will be convertible into 180.95 shares of the Company’s common stock (the base share amount) plus $500 in cash, which the Company may elect to pay with shares of its common stock under certain circumstances. The Company may auto-convert the Plus Cash Notes any time the closing price of its common stock exceeds $5.53 for 20 trading days during any consecutive 30 trading day period, subject to the terms of the Plus Cash Notes. The base share amount was determined by dividing (i) the result of subtracting the $500 plus cash amount from $952.38, by (ii) the minimum share price of $2.50 because the simple average of the closing bid price of ViroPharma’s common stock on June 10, 14, 15, 16, and 17, 2004 was less than the minimum share price of $2.50. The auto-conversion price was determined by dividing (i) the result of subtracting the $500 plus cash amount from $1,500 by (ii) 180.95, which is the number of base shares.

Item 12. Exhibits.

(a	)(1)	Preliminary Prospectus, dated April 28, 2004, incorporated herein by reference to the Company’s Registration Statement on Form S-4 (File No. 333-113790) as amended.
(2	)	Form of 6% Convertible Senior Plus Cash NotesSM Indenture between the Issuer and U.S. Bank National Association (the “Indenture”).*
(3	)	Form of Letter of Transmittal.*
(4	)	Form of Notice of Guaranteed Delivery.*
(5	)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(6	)	Form of Letter to Clients.*
(7	)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(8	)	Press Release issued March 19, 2004.**
(9	)	Press Release issued April 28, 2004.**
(10	)	Press Release issued May 21, 2004.**
(11	)	Press Release issued May 26, 2004.**
(12	)	Press Release issued June 9, 2004.**
(13	)	Press Release issued June 15, 2004.**
(14	)	Press Release issued June 17, 2004.***

(b	)	Not applicable.
(d	)(1)	Rights Agreement, dated as of September 10, 1998, between ViroPharma Incorporated and StockTrans, Inc., which includes the form of Rights Certificate and the Summary of Rights to Purchase Preferred Shares (previously filed as Exhibit 1 to ViroPharma’s Registration Statement on Form 8-A filed on September 21, 1998).
(2	)	2001 Equity Incentive Plan (previously filed as an exhibit to ViroPharma’s Form 10-K for the year ended December 31, 2001).
(3	)	1995 Stock Option and Restricted Share Plan, as amended (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).
(4	)	Amended and Restated ViroPharma Incorporated Employee Stock Purchase Plan (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).
(5	)	Amended and Restated Certificate of Incorporation of the Company, as amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 1999, as further amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 24, 2000 (previously filed as an exhibit to ViroPharma’s Form 10-Q for the quarter ended June 30, 2000).
(6	)	Amended to Stock Purchase Agreement dated June 26, 2003 between ViroPharma Incorporated and Wyeth (previously filed as an exhibit to ViroPharma’s Form 10-Q for the quarter ended June 30, 2003).
(g	)	See Exhibit (a)(1) above.

1. The information set forth in response to Item 12(a)(1) of this Schedule TO is incorporated herein by reference.

* Filed as an exhibit to the Company’s Registration Statement on Form S-4 (File No. 333-113790) as amended and incorporated herein by reference.

** Previously filed.

*** Filed herewith.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 to Schedule TO is true, complete and correct.

VIROPHARMA INCORPORATED

/S/    VINCENT J. MILANO

Name: Vincent J. Milano

Title: Vice President, Chief Financial Officer and Treasurer

Date: June 17, 2004

INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)	Preliminary Prospectus, dated April 28, 2004, incorporated herein by reference to the Company’s Registration Statement on Form S-4 (File No. 333-113790) as amended.
(a)(2)	Form of 6% Convertible Senior Plus Cash NotesSM Indenture between the Issuer and U.S. Bank National Association (the “Indenture”).*
(a)(3)	Form of Letter of Transmittal.*
(a)(4)	Form of Notice of Guaranteed Delivery.*
(a)(5)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(6)	Form of Letter to Clients.*
(a)(7)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(8)	Press Release issued March 19, 2004.**
(a)(9)	Press Release issued April 28, 2004.**
(a)(10)	Press Release issued May 21, 2004.**
(a)(11)	Press Release issued May 26, 2004.**
(a)(12)	Press Release issued June 9, 2004.**
(a)(13)	Press Release issued June 15, 2004.**
(a)(14)	Press Release issued June 17, 2004.***
(d)(1)	Rights Agreement, dated as of September 10, 1998, between ViroPharma Incorporated and StockTrans, Inc., which includes the form of Rights Certificate and the Summary of Rights to Purchase Preferred Shares (previously filed as Exhibit 1 to ViroPharma’s Registration Statement on Form 8-A filed on September 21, 1998).
(2)	2001 Equity Incentive Plan (previously filed as an exhibit to ViroPharma’s Form 10-K for the year ended December 31, 2001).
(3)	1995 Stock Option and Restricted Share Plan, as amended (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).
(4)	Amended and Restated ViroPharma Incorporated Employee Stock Purchase Plan (previously filed as an annex to ViroPharma’s Proxy Statement filed with the Commission on March 27, 2003).
(5)	Amended and Restated Certificate of Incorporation of the Company, as amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 1999, as further amended by a Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 24, 2000 (previously filed as an exhibit to ViroPharma’s Form 10-Q for the quarter ended June 30, 2000).
(g)	See Exhibit (a)(1) above.

* Filed as an exhibit to the Company’s Registration Statement on Form S-4 (File No. 333-113790) as amended and incorporated herein by reference.

** Previously filed.

*** Filed herewith.

EX-99.A.14

Exhibit (a)(14)

	Contacts:	Vincent J. Milano
		Vice President, CFO and Treasurer
		ViroPharma Incorporated
		Phone (610) 321-6225
		William C. Roberts
		Director, Corporate Communications
		ViroPharma Incorporated
		Phone (610) 321-6288

VIROPHARMA INCORPORATED ANNOUNCES BASE SHARE AMOUNT AND AUTO-

CONVERSION PRICE FOR ITS PLUS CASH NOTES

EXTON, Pa., June 17, 2004 — ViroPharma Incorporated (Nasdaq:VPHM), a pharmaceutical company focused on developing and commercializing products that address serious diseases treated by physician specialists and in hospital settings, including cytomegalovirus (CMV) and hepatitis C (HCV), today announced that that the conversion consideration determination period for its exchange offer of new 6% Convertible Senior Plus Cash Notes_SM due June 1, 2009, which was extended on June 15, 2004, has concluded.

Pursuant to the terms of the exchange offer, the base share amount and the auto-conversion price is to be fixed as of the second trading day immediately preceding the expiration date of the exchange offer, which will be June 21, 2004, unless extended by ViroPharma as permitted by the terms of the exchange offer. We may extend the expiration date or amend any of the terms or conditions of the exchange offer, including imposing a minimum participation condition, for any reason. In the case of an extension or a material amendment, we will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on June 22, 2004. No decision has been made whether to extend the expiration date or amend the terms of the exchange offer.

Unless ViroPharma extends or amends the offering, as described in the prospectus for this offering, each Plus Cash Note will be convertible into 180.95 shares of ViroPharma common stock (the base share amount) plus $500 in cash, which ViroPharma may elect to pay with shares of its common stock under certain circumstances. ViroPharma may auto-convert the Plus Cash Notes any time the closing price of its common stock exceeds $5.53 for 20 trading days during any consecutive 30 trading day period, subject to the terms of the Plus Cash Notes.

The base share amount was determined by dividing (i) the result of subtracting the $500 plus cash amount from $952.38, by (ii) the minimum share price of $2.50 because the simple average of the closing bid price of ViroPharma’s common stock on June 10, 14, 15, 16, and 17, 2004 was less than the minimum share price of $2.50. The auto-conversion price was determined by dividing (i) the result of subtracting the $500 plus cash amount from $1,500 by (ii) 180.95, which is the number of base shares. In the event the exchange offer is extended, the number of shares into which each Plus Cash Note will be convertible will be recalculated pursuant to the terms of the offer.

On April 28, 2004, ViroPharma commenced an offer to exchange up to $99,122,500 aggregate principal amount of its new 6% Convertible Senior Plus Cash Notes_SM due 2009 for up to all of the $127,900,000 aggregate principal amount of its currently outstanding 6% Convertible Subordinated Notes. On May 26, 2004, ViroPharma announced the extension of the expiration of the exchange offer until June 11,

2004 in order to amend certain terms of the exchange offer that include establishing a minimum share price of $2.50 to be used in determining the number of base shares and a minimum participation condition of 80% of the existing 6% Convertible Subordinated Notes. The expiration date for the exchange offer was changed to Monday June 14, 2004 due to the unexpected closing of the Federal Government and the U.S. equities markets on Friday June 11, 2004. On June 15, 2004, ViroPharma announced the extension the expiration of the exchange offer to June 21, 2004. We may extend the expiration date or amend any of the terms or conditions of the exchange offer, including imposing a minimum participation condition, for any reason.

The exchange offer is scheduled to expire at 12:00 midnight, New York City time, on June 21, 2004, unless extended.

Piper Jaffray & Co. is serving as the dealer manager for the exchange offer. U.S. Bank National Association is serving as the exchange agent. A prospectus, letter of transmittal and other materials related to the exchange offer, are available free of charge from the information agent, Georgeson Shareholder Communications Inc., 17 State Street, 10th Floor, New York, New York 10004 (800-259-3515). The prospectus, the letter of transmittal and other materials related to the exchange offer, may also be obtained free of charge at the Securities and Exchange Commission’s website (www.sec.gov).

A tender offer statement, registration statement (and the prospectus included therein), a related letter of transmittal and other offer documents relating to these securities have been filed with the Securities and Exchange Commission, but the registration statement has not yet become effective. These documents contain important information that should be read carefully before any decision is made with respect to the exchange offer. These securities may not be exchanged, nor may offers to exchange be accepted, prior to the time the registration statement become effective. This press release shall not constitute an offer to exchange, or the solicitation of an offer to buy, the securities, nor shall there be any offer, exchange, solicitation or sale of any securities in any State in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or other jurisdiction

# # #