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Securityholders" in the Prospectus is superseded in part by the information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)
                 ----                     ----------------      -----------        ---------------      ---------------

                                                                                                    
Combined Insurance Company of America..   $   2,500,000               1.58                67,204               *

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

*       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 June 3, 1997.