<PAGE>

       As filed with the Securities and Exchange Commission on July 22, 1996,
                                                    Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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


                             INVISION TECHNOLOGIES, INC.
        ---------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

Delaware                                        94-3123544
- ----------------------------                    ------------------------------
State of Incorporation                          I.R.S. Employer Identification
                                                Number

                            -----------------------------
                                 3420 E. Third Avenue
                            Foster City, California 94404
                                    (415) 578-1930

        ---------------------------------------------------------------------
            (Address and telephone number of principal executive offices)

                            -----------------------------
                                Equity Incentive Plan
                          1996 Employee Stock Purchase Plan

        ---------------------------------------------------------------------
                              (Full title of the plans)

                                  Curtis P. DiSibio
                               Chief Financial Officer
                                 3420 E. Third Avenue
                            Foster City, California  94404
                                    (415) 578-1930

- ------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

                                      Copies to:
                                 Robert L. Jones, Esq
                       Cooley Godward Castro Huddleson & Tatum
                                Five Palo Alto Square
                                 3000 El Camino Real
                           Palo Alto, California 94306-2155
                                    (415) 843-5000
                             ----------------------------


                                                     Total Number of Pages: 7
                                                     Exhibit Index at Page: 3


<PAGE>

                           CALCULATION OF REGISTRATION FEE

 
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO                        OFFERING PRICE PER     AGGREGATE OFFERING
 BE REGISTERED                AMOUNT TO BE         SHARE (1)             PRICE (1)             AMOUNT OF
                               REGISTERED                                                   REGISTRATION FEE
<S>                           <C>             <C>                    <C>                    <C>
- ------------------------------------------------------------------------------------------------------------
Stock Options and Common          867,167         $1.10-$10.00           $4,079,400.80          $1,406.69
Stock (par value $.001)

                                  

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

</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h).  The price per share and
    aggregate offering price are based upon the Registrant's Common Stock on
    July 16, 1996, as reported on the NASDAQ National Market System/SmallCap.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    The chart below details the calculations of the registration fee.
 
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                   Number           Offering Price Per              Aggregate
Securities                        of Shares              Share                    Offering Price
- -------------------------------------------------------------------------------------------------
<S>                                <C>            <C>                             <C>
Shares issuable pursuant to        566,018      (a) 271,247 @ $ 1.10 per share;   (a) $298,371.70
outstanding options under                       (b) 274,880 @ $ 2.20 per share;   (b) $604,736.00
the Equity Incentive Plan                       (c)   5,227 @ $ 6.60 per share;   (c) $ 34,498.20
                                                (d)   7,273 @ $ 8.80 per share;   (d) $ 64,002.40
                                                (e)   5,573 @ $11.00 per share;   (e) $ 61,303.00
                                                (f)   1,818 @ $ 2.75 per share;   (f) $  4,999.50
Shares available for 
additional grants under
the Equity Incentive Plan          151,149          151,149 @ $10.00 per share      $1,511,490.00
- -------------------------------------------------------------------------------------------------
Shares issuable pursuant to
the 1996 Employee Stock
Purchase Plan                      150,000          150,000 @ $10.00 per share      $1,500,000.00
- -------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate
Offering Price                                                                      $4,079,400.80
- -------------------------------------------------------------------------------------------------
                                                                                     x .000344827
- -------------------------------------------------------------------------------------------------
Registration Fee                                                                        $1,406.69
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------

</TABLE>

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

                                          1.

<PAGE>

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by InVision Technologies, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

    (a)  The Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"), that contains
audited and unaudited financial statements for the Company's latest fiscal year
for which such statements have been filed.

    (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the annual reports, the prospectus or the
registration statement referred to in (a) above.

    (c)  The description of the Company's Common Stock, which is contained in
the Registration Statement Form 8-A filed under the Exchange Act including 
any amendment or report filed for the purpose of updating such description.

    All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this registration statement from the date of the filing of such reports and
documents.


                              DESCRIPTION OF SECURITIES

    Not Applicable.

                        INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation contains provisions indemnifying
the directors or officers of the Company to the fullest extent permitted under
Delaware General Corporation Law.  These provisions eliminate a director's
personal liability for monetary damages resulting from a breach of fiduciary
duty, except in certain circumstances involving certain wrongful acts, such as
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for acts in 
violation of Section 174 of the Delaware General Corporation Law, or (iv) for 
any transaction from which the director derives an improper personal benefit. 
These provisions do not limit or eliminate the rights of the Company or any 
stockholder to seek nonmonetary relief, such as an injunction or rescission, 
in the event a breach of director's fiduciary duty.  These provisions will 
not alter a director's liability under federal or state securities laws.

    There is no pending litigation or proceeding involving a director or
officer of the Company as to which indemnification is being sought nor is the
Company aware of any pending or threatened litigation that may result in claims
for indemnification by any director or officer.

                         EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.


                                          2.

<PAGE>

                                       EXHIBITS

EXHIBIT
NUMBER

3.1(1)   Amended and Restated Certificate of Incorporation of Registrant

3.2(1)   Bylaws of Registrant

4.1(1)   Reference is made to Exhibit 3.1 and 3.2

4.2(1)   Specimen Stock Certificate

5        Opinion of Cooley Godward Castro Huddleson & Tatum

23.1     Consent of Price Waterhouse LLP

23.2     Consent of Cooley Godward Castro Huddleson & Tatum is contained in
         Exhibit 5 to this Registration Statement

24       Power of Attorney is contained on the signature pages

99.1     Equity Incentive Plan, amending and restating Company's 1991 Stock
         Option Plan

99.2     1996 Employee Stock Purchase Plan


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

(1) Filed as an exhibit to the Registration Statement on Form S-1 (No. 333-
    380), as amended, filed with the Commission on April 22, 1996, through the
    date hereof.


                                          3.

<PAGE>

                                     UNDERTAKINGS

    1.   The undersigned registrant hereby undertakes:

         (a)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement.

              (i)       To include any prospectus required by section 10(a)(3)
of the Securities Act;

             (ii)       To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;

            (iii)       To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

    PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act 1934 that are incorporated by reference in the
registration statement.

         (b)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    2.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                          4.

<PAGE>

                                      SIGNATURES

    THE REGISTRANT.  Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Foster City, State of California, on July 22, 1996.


                                  INVISION TECHNOLOGIES, INC.



                                  By:  /s/ Sergio Magistri
                                      --------------------------
                                       Sergio Magistri
                                       President and Chief Executive Officer


                                  POWER OF ATTORNEY


    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Sergio Magistri and Curtis P. DiSibio, 
and each or any one of them, his true and lawful attorney-in-fact and agent, 
with full power of substitution and resubstitution, for him and in his name, 
place and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite and necessary to be 
done in connection therewith, as fully to all intents and purposes as he 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, or their or his substitutes or 
substitute, may lawfully do or cause to be done by virtue hereof.

                                          5.

<PAGE>

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


SIGNATURE                              TITLE                          DATE


 /s/ Sergio Magistri
- ------------------------------    President and Chief            July 22, 1996
    (Sergio Magistri)             Executive Officer


 /s/ Curtis P. DiSibio
- ------------------------------    Chief Financial Officer        July 22, 1996
    (Curtis P. DiSibio)           (Principal Financial Officer)


 /s/ Douglas P. Boyd
- ------------------------------    Director                       July 22, 1996
     (Douglas P. Boyd)


 /s/ Giovanni Lanzara
- ------------------------------    Director                       July 22, 1996
    (Giovanni Lanzara)


 /s/ Bruno Trezza
- ------------------------------    Director                       July 22, 1996
    (Bruno Trezza)



                                          6.

<PAGE>

                                    EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION               SEQUENTIAL PAGE NUMBER

3.1(1)   Amended and Restated Certificate of Incorporation of Registrant

3.2(1)   Bylaws of Registrant

4.1(1)   Reference is made to Exhibit 3.1 and 3.2

4.2(1)   Specimen Stock Certificate

5        Opinion of Cooley Godward Castro Huddleson & Tatum

23.1     Consent of Price Waterhouse LLP

23.2     Consent of Cooley Godward Castro Huddleson & Tatum
         is contained in Exhibit 5 to this Registration Statement

24       Power of Attorney is contained on the signature pages

99.1     Equity Incentive Plan, amending and restating Company's
         1991 Stock Option Plan

99.2     1996 Employee Stock Purchase Plan


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

(1) Filed as an exhibit to the Registration Statement on Form S-1 (No.333-380),
    as amended, filed with the commission on April 22, 1996 through the date
    hereof.


                                          7.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19984}]
{"company-data": {"conformed-name": "INVISION TECHNOLOGIES INC", "cik": "0001005969", "assigned-sic": "3844", "irs-number": "943123544", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08559", "film-number": "96597269"}, "business-address": {"street1": "3420 E THIRD AVE", "city": "FOSTER CITY", "state": "CA", "zip": "94404", "phone": "4155781930"}, "mail-address": {"street1": "3420 EAST THIRD AVE", "city": "FOSTER CITY", "state": "CA", "zip": "94404"}}
As filed with the Securities and Exchange Commission on July 22, 1996,
                                                    Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                             INVISION TECHNOLOGIES, INC.
        ---------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

Delaware                                        94-3123544
- ----------------------------                    ------------------------------
State of Incorporation                          I.R.S. Employer Identification
                                                Number

                            -----------------------------
                                 3420 E. Third Avenue
                            Foster City, California 94404
                                    (415) 578-1930

        ---------------------------------------------------------------------
            (Address and telephone number of principal executive offices)

                            -----------------------------
                                Equity Incentive Plan
                          1996 Employee Stock Purchase Plan

        ---------------------------------------------------------------------
                              (Full title of the plans)

                                  Curtis P. DiSibio
                               Chief Financial Officer
                                 3420 E. Third Avenue
                            Foster City, California  94404
                                    (415) 578-1930

- ------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

                                      Copies to:
                                 Robert L. Jones, Esq
                       Cooley Godward Castro Huddleson & Tatum
                                Five Palo Alto Square
                                 3000 El Camino Real
                           Palo Alto, California 94306-2155
                                    (415) 843-5000
                             ----------------------------

                                                     Total Number of Pages: 7
                                                     Exhibit Index at Page: 3
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES TO                        OFFERING PRICE PER     AGGREGATE OFFERING
 BE REGISTERED                AMOUNT TO BE         SHARE (1)             PRICE (1)             AMOUNT OF
                               REGISTERED                                                   REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Stock Options and Common          867,167         $1.10-$10.00           $4,079,400.80          $1,406.69
Stock (par value $.001)

                                  

- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h).  The price per share and
    aggregate offering price are based upon the Registrant's Common Stock on
    July 16, 1996, as reported on the NASDAQ National Market System/SmallCap.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    The chart below details the calculations of the registration fee.
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                   Number           Offering Price Per              Aggregate
Securities                        of Shares              Share                    Offering Price
- -------------------------------------------------------------------------------------------------
Shares issuable pursuant to        566,018      (a) 271,247 @ $ 1.10 per share;   (a) $298,371.70
outstanding options under                       (b) 274,880 @ $ 2.20 per share;   (b) $604,736.00
the Equity Incentive Plan                       (c)   5,227 @ $ 6.60 per share;   (c) $ 34,498.20
                                                (d)   7,273 @ $ 8.80 per share;   (d) $ 64,002.40
                                                (e)   5,573 @ $11.00 per share;   (e) $ 61,303.00
                                                (f)   1,818 @ $ 2.75 per share;   (f) $  4,999.50
Shares available for 
additional grants under
the Equity Incentive Plan          151,149          151,149 @ $10.00 per share      $1,511,490.00
- -------------------------------------------------------------------------------------------------
Shares issuable pursuant to
the 1996 Employee Stock
Purchase Plan                      150,000          150,000 @ $10.00 per share      $1,500,000.00
- -------------------------------------------------------------------------------------------------
Proposed Maximum Aggregate
Offering Price                                                                      $4,079,400.80
- -------------------------------------------------------------------------------------------------
                                                                                     x .000344827
- -------------------------------------------------------------------------------------------------
Registration Fee                                                                        $1,406.69
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                          1.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by InVision Technologies, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

    (a)  The Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"), that contains
audited and unaudited financial statements for the Company's latest fiscal year
for which such statements have been filed.

    (b)  All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the annual reports, the prospectus or the
registration statement referred to in (a) above.

    (c)  The description of the Company's Common Stock, which is contained in
the Registration Statement Form 8-A filed under the Exchange Act including 
any amendment or report filed for the purpose of updating such description.

    All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this registration statement from the date of the filing of such reports and
documents.

                              DESCRIPTION OF SECURITIES

    Not Applicable.

                        INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not Applicable.

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation contains provisions indemnifying
the directors or officers of the Company to the fullest extent permitted under
Delaware General Corporation Law.  These provisions eliminate a director's
personal liability for monetary damages resulting from a breach of fiduciary
duty, except in certain circumstances involving certain wrongful acts, such as
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for acts in 
violation of Section 174 of the Delaware General Corporation Law, or (iv) for 
any transaction from which the director derives an improper personal benefit. 
These provisions do not limit or eliminate the rights of the Company or any 
stockholder to seek nonmonetary relief, such as an injunction or rescission, 
in the event a breach of director's fiduciary duty.  These provisions will 
not alter a director's liability under federal or state securities laws.

    There is no pending litigation or proceeding involving a director or
officer of the Company as to which indemnification is being sought nor is the
Company aware of any pending or threatened litigation that may result in claims
for indemnification by any director or officer.

                         EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

                                          2.
EXHIBITS

EXHIBIT
NUMBER

3.1(1)   Amended and Restated Certificate of Incorporation of Registrant

3.2(1)   Bylaws of Registrant

4.1(1)   Reference is made to Exhibit 3.1 and 3.2

4.2(1)   Specimen Stock Certificate

5        Opinion of Cooley Godward Castro Huddleson & Tatum

23.1     Consent of Price Waterhouse LLP

23.2     Consent of Cooley Godward Castro Huddleson & Tatum is contained in
         Exhibit 5 to this Registration Statement

24       Power of Attorney is contained on the signature pages

99.1     Equity Incentive Plan, amending and restating Company's 1991 Stock
         Option Plan

99.2     1996 Employee Stock Purchase Plan

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

(1) Filed as an exhibit to the Registration Statement on Form S-1 (No. 333-
    380), as amended, filed with the Commission on April 22, 1996, through the
    date hereof.

                                          3.
UNDERTAKINGS

    1.   The undersigned registrant hereby undertakes:

         (a)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement.

              (i)       To include any prospectus required by section 10(a)(3)
of the Securities Act;

             (ii)       To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;

            (iii)       To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

    PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act 1934 that are incorporated by reference in the
registration statement.

         (b)    That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)    To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

    2.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                          4.
SIGNATURES

    THE REGISTRANT.  Pursuant to the requirements of the Securities Act,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Foster City, State of California, on July 22, 1996.

                                  INVISION TECHNOLOGIES, INC.

                                  By:  /s/ Sergio Magistri
                                      --------------------------
                                       Sergio Magistri
                                       President and Chief Executive Officer

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Sergio Magistri and Curtis P. DiSibio, 
and each or any one of them, his true and lawful attorney-in-fact and agent, 
with full power of substitution and resubstitution, for him and in his name, 
place and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite and necessary to be 
done in connection therewith, as fully to all intents and purposes as he 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, or their or his substitutes or 
substitute, may lawfully do or cause to be done by virtue hereof.

                                          5.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE                              TITLE                          DATE

 /s/ Sergio Magistri
- ------------------------------    President and Chief            July 22, 1996
    (Sergio Magistri)             Executive Officer

 /s/ Curtis P. DiSibio
- ------------------------------    Chief Financial Officer        July 22, 1996
    (Curtis P. DiSibio)           (Principal Financial Officer)

 /s/ Douglas P. Boyd
- ------------------------------    Director                       July 22, 1996
     (Douglas P. Boyd)

 /s/ Giovanni Lanzara
- ------------------------------    Director                       July 22, 1996
    (Giovanni Lanzara)

 /s/ Bruno Trezza
- ------------------------------    Director                       July 22, 1996
    (Bruno Trezza)

                                          6.
EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION               SEQUENTIAL PAGE NUMBER

3.1(1)   Amended and Restated Certificate of Incorporation of Registrant

3.2(1)   Bylaws of Registrant

4.1(1)   Reference is made to Exhibit 3.1 and 3.2

4.2(1)   Specimen Stock Certificate

5        Opinion of Cooley Godward Castro Huddleson & Tatum

23.1     Consent of Price Waterhouse LLP

23.2     Consent of Cooley Godward Castro Huddleson & Tatum
         is contained in Exhibit 5 to this Registration Statement

24       Power of Attorney is contained on the signature pages

99.1     Equity Incentive Plan, amending and restating Company's
         1991 Stock Option Plan

99.2     1996 Employee Stock Purchase Plan

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

(1) Filed as an exhibit to the Registration Statement on Form S-1 (No.333-380),
    as amended, filed with the commission on April 22, 1996 through the date
    hereof.

                                          7.