PROSPECTUS SUPPLEMENT                           FILED PURSUANT TO RULE 424(B)(3)
TO PROSPECTUS DATED DECEMBER 18, 1996                 REGISTRATION NO. 333-13625


                                  $158,545,000

                               VIVRA INCORPORATED

                   5% CONVERTIBLE SUBORDINATED NOTES DUE 2001
                                       AND
                             SHARES OF COMMON STOCK
                        ISSUABLE UPON CONVERSION THEREOF

        This Prospectus Supplement relates to the resale by the holders (the
"Selling Securityholders") of 5% Convertible Subordinated Notes Due 2001 (the
"Notes") of Vivra Incorporated ("Vivra" or the "Company"), and the shares of
Common Stock, par value of $.01 per share (the "Common Stock"), of the Company
issuable upon the conversion thereof (the "Conversion Shares").

        This Prospectus Supplement should be read in conjunction with the
Prospectus dated December 18, 1996, which is to be delivered with this
Prospectus Supplement. All capitalized terms used but not defined in this
Prospectus Supplement shall have the meanings given them in the Prospectus.

        The information in the table appearing under the heading "Selling
Securityholders" in the Prospectus is superseded as to Paloma Securities LLC by
the information appearing in the table below:



                                                                            NUMBER OF
                               PRINCIPAL AMOUNT      PERCENTAGE OF      CONVERSION SHARES     PERCENTAGE OF
                                   OF NOTES              NOTES                THAT             COMMON STOCK
       NAME                    THAT MAY BE SOLD       OUTSTANDING        MAY BE SOLD (1)     OUTSTANDING (2)
       ----                    ----------------       -----------        ---------------     ---------------

                                                                                        
Paloma Securities LLC........     $    50,000               *                   1,344               *

- -------------

*     Less than 1%.

(1)   Assumes conversion of the full amount of Notes held by such holder
      at the initial conversion price of $37.20 per share; such conversion
      price is subject to adjustment as described under "Description of
      the Notes--Conversion." Accordingly, the number of shares of Common
      Stock issuable upon conversion of the Notes may increase or decrease
      from time to time. Under the terms of the Indenture, fractional
      shares will not be issued upon conversion of the Notes; cash will be
      paid in lieu of fractional shares, if any.

(2)   Computed in accordance with Rule 13d-3(d)(i) promulgated under the
      Exchange Act and based upon 41,070,626 shares of Common Stock
      outstanding as of April 7, 1997, treating as outstanding the number
      of Conversion Shares shown as being issuable upon the assumed
      conversion by the named holder of the full amount of such holder's
      Notes but not assuming the conversion of the Notes of any other
      holder.


                              --------------------

   FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION
            WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE
             "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.

                              --------------------

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              --------------------

             The date of this Prospectus Supplement is May 13, 1997.