424B3 1 0001.txt PROSPECTUS SUPPLEMENT As Filed Pursuant to Rule 424(b)(3) Registration No. 333-37960 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED AUGUST 21, 2000) VIROPHARMA INCORPORATED $180,000,000 6% CONVERTIBLE SUBORDINATED NOTES DUE 2007 AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES This prospectus supplement relates to the resale by holders of our 6% convertible subordinated notes due March 1, 2007 and the shares of common stock issuable upon the conversion of the notes. This prospectus supplement should be read in conjunction with the prospectus dated August 21, 2000 which is to be delivered with this prospectus supplement. The information appearing in the table below, as of the date hereof, supplements and supersedes in part the information in the table appearing under the heading "Selling Securityholders" in the prospectus:

Principal Amount of Notes Beneficially Percentage of Number of Shares Percentage Of Owned and Notes Shares of That Common Stock Name Offered Hereby Outstanding May be Sold(1) Outstanding McMahan Securities Co. L.P. 60,000 * 549 *

_____________________ * Less than 1%. (1) Assumes conversion of all of the holder's notes at a conversion price of $109.15 per share of common stock. However, this conversion price will be subject to adjustment as described under "Description of Notes--Conversion of Notes." As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future. _______________ INVESTING IN THE NOTES OR THE COMMON STOCK INTO WHICH THE NOTES ARE CONVERTIBLE INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THE PROSPECTUS. _______________ The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is February 7, 2001