As filed with the Securities and Exchange Commission on July 25, 1997

                                             Registration Statement No. 33-___
        ______________________________________________________________________

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                         ___________________________________
                                       FORM S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                         ___________________________________

                                  INVIVO CORPORATION
                (Exact name of registrant as specified in its charter)

                   Delaware                     77-0115161
         (State or other jurisdiction        (I.R.S. Employer
             of incorporation or            Identification No.)
                organization)

                 4900 Hopyard Road, #210 Pleasanton, California 94588
                 (Address of Principal Executive Offices)  (Zip Code)

                               1994 Stock Option Plan 
                               (Full title of the plan)

                       John F. Glenn, Vice President, Finance 
                                  Invivo Corporation
                               4900 Hopyard Road, #210
                            Pleasanton, California  94588
                                     510-468-7600
                      (Name and address, including zip code, and
             telephone number, including area code, of agent for service)

                           Calculation of Registration Fee

        ______________________________________________________________________

        Title of                   Proposed   Proposed
        Securities    Amount       Maximum    Maximum           Amount of
        to be         to be        Offering   Aggregate         Registration
        Registered    Registered   Price      Offering Price    Fee
        ______________________________________________________________________

        Common Stock
        par value
        $.0008
        per share     200,000      $7.00      $1,400,000        $483.00
        ======================================================================

        * Estimated solely for the purpose of computer the registration fee
        pursuant to Rule 457, on the basis of the last sale reported the
        average of the high and low price of the Registrant's Common Stock as
        reported on the Nasdaq National Market on July 23, 1997.<PAGE>






                                        PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


             Item 3.  Incorporation of Documents by Reference.

                       The following documents filed with the Securities
             and Exchange Commission (the "Commission") are incorporated
             herein by reference:  (a) the Issuer's Annual Report on
             Form 10-K for the fiscal year ended June 30, 1996, (b) the
             Issuer's Quarterly Reports on Form 10-Q for the quarters
             ended September 30 and December 31, 1996 and March 31, 1997,
             and (c) the description of the Issuer's Common Stock
             contained in the Company's Registration Statement on Form 8-A
             dated June 15, 1987, File No. 0-15963.

                       All documents subsequently filed by the Issuer
             pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
             Securities Exchange Act of 1934, as amended, 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 hereof from
             the date of the filing of such documents.

             Item 4.  Description of Securities.

                       Not applicable.

             Item 5.  Interests of Named Experts and Counsel.

                       Not applicable.

             Item 6.  Indemnification of Directors and Officers.

                       As permitted by sections 102 and 145 of the
             Delaware General Corporation Law, the Registrant's
             certificate of incorporation eliminates, to the fullest
             extent permitted by the Delaware General Corporation Law, a
             director's personal liability for monetary damages to the
             Registrant and its stockholders for breach of fiduciary duty
             as a director.  The effect of this provision in the
             certificate of incorporation is to eliminate the rights of
             the Registrant and its stockholders (through stockholders'
             derivative suits on behalf of the Registrant) to recover
             monetary damages against a director for breach of fiduciary
             duty as a director (including breaches resulting from
             negligent or grossly negligent behavior) except for the
             liability of a director (i) for any breach of the director's
             duty of loyalty to the corporation or its stockholders,
             (ii) for acts or omissions not in good faith or which involve



                                         -1-<PAGE>






             intentional misconduct or a knowing violation of law,
             (iii) under Section 174 of the Delaware General Corporation
             Law, (iv) for any transaction from which the director derived
             an improper personal benefit.

                       The Registrant has entered into indemnity
             agreements with its officers and directors (each an
             "Indemnitee").  Under such indemnity agreements, the
             Registrant must indemnify an Indemnitee for expenses incurred
             in connection with actions in which the Indemnitee is
             involved by reason of having been a director or officer of
             the Registrant, provided that no indemnification for such
             expenses shall be made if Indemnitee is adjudged to be liable
             to the Registrant, except as deemed proper by an appropriate
             court.  The Registrant is also obligated to advance expenses
             an Indemnitee may incur in connection with such actions
             before any resolution of the action, and the Indemnitee may
             sue to enforce his or her right to indemnification or
             advancement of expenses.

                       The Registrant also maintains an insurance policy
             insuring its directors and officers against liability for
             certain acts and omissions while acting in their official
             capacities.

                       There is no litigation pending, and neither the
             Registrant nor any of its directors know of any threatened
             litigation, which might result in a claim for indemnification
             by any director or officer.

             Item 7.  Exemption from Registration Claimed.

                       Not applicable.

             Item 8.  Exhibits.

             Exhibit
             Number         Description of Document

             4.1            1994 Stock Option Plan.

             4.2            Form of Incentive Stock Option Agreement
                            (incorporated by reference to exhibit number
                            4.2 to the Registrant's Registration Statement
                            on Form S-8, Registration Statement No. 33-
                            88798).

             4.3            Form of Non-Qualified Stock Option Agreement
                            (incorporated by reference to exhibit number
                            4.3 to the Registrant's Registration Statement
                            on Form S-8, Registration Statement No. 33-
                            88798).



                                         -2-<PAGE>






             5.1            Opinion of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation.

             24.1           Consent of KPMG Peat Marwick LLP.

             24.2           Consent of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation
                            (included in Exhibit 5.1).

             Item 9.  Undertakings.

                       The undersigned registrant hereby undertakes:

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

                       (2)  that, for the purpose of determining any
             liability under the Securities Act of 1933, each such post-
             effective amendment shall be deemed to be a new registration
             statement relating to the securities offered therein, and the
             offering of such securities at that time shall be deemed to
             be the initial bona fide offering thereof; and

                       (3)  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.

                       The undersigned registrant hereby undertakes that,
             for purposes of determining any liability under the
             Securities Act of 1933, each filing of the registrant's
             annual report pursuant to Section 13(a) or Section 15(d) of
             the Securities Exchange Act of 1934 (and, where applicable,
             each filing of an employee benefit plan's annual report
             pursuant to Section 15(d) of the Securities Act of 1934) that
             is incorporated by reference in the registration statement
             shall be deemed to be a new registration statement relating
             to the securities offered therein, and the offering of such
             securities at that time shall be deemed to be the initial
             bona fide offering thereof.

                       Insofar as indemnification for liabilities arising
             under the Securities Act of 1933 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 Act and is,



                                         -3-<PAGE>






             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 Act and will be governed by the final adjudication of
             such issue.










































                                         -4-<PAGE>






                                       SIGNATURES

                       Pursuant to the requirements of the Securities Act
             of 1933, 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 City of Pleasanton, State
             of California, on July 14, 1997.

                                           INVIVO CORPORATION



                                           By /s/ James B. Hawkins
                                              ___________________________
                                              James B. Hawkins, President

                       Pursuant to the requirements of the Securities Act
             of 1933, this registration statement has been signed by the
             following persons in the capacities and on the date
             indicated.



              Signature                   Title                Date



              /s/ James B. Hawkins  President and          July 14, 1997
              ____________________  Director (principal
              JAMES B. HAWKINS      executive officer)



              /s/ John F. Glenn     Vice President,        July 14, 1997
              ____________________  Finance and Chief
              JOHN F. GLENN         Financial Officer
                                    (principal financial
                                    officer and
                                    principal accounting
                                    officer)
              /s/ Ernest C. Goggio  Chairman of the        July 14, 1997
              ____________________  Board
              ERNEST C. GOGGIO



              /s/ George S. Sarlo   Director               July 14, 1997
              ____________________
              GEORGE S. SARLO




                                         -5-<PAGE>






                                      EXHIBIT LIST


             Exhibit
             Number         Description of Document

             4.1            1994 Stock Option Plan.

             5.1            Opinion of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation.

             24.1           Consent of KPMG Peat Marwick LLP.

             24.2           Consent of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation
                            (included in Exhibit 5.1).







































                                         -6-<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 14872}]
{"company-data": {"conformed-name": "INVIVO CORP", "cik": "0000806168", "assigned-sic": "3845", "irs-number": "770115161", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32749", "film-number": "97650750"}, "business-address": {"street1": "4900 HOPYARD RD STE 210", "city": "PLEASANTON", "state": "CA", "zip": "94588", "phone": "5104687600"}, "mail-address": {"street1": "4900 HOPYARD RD STE 210", "city": "PLEASANTON", "state": "CA", "zip": "94588"}, "former-company": [{"former-conformed-name": "SAFETYTEK CORP", "date-changed": "19920703"}, {"former-conformed-name": "SENSOR CONTROL CORP", "date-changed": "19911023"}]}
As filed with the Securities and Exchange Commission on July 25, 1997

                                             Registration Statement No. 33-___
        ______________________________________________________________________

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                         ___________________________________
                                       FORM S-8

                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                         ___________________________________

                                  INVIVO CORPORATION
                (Exact name of registrant as specified in its charter)

                   Delaware                     77-0115161
         (State or other jurisdiction        (I.R.S. Employer
             of incorporation or            Identification No.)
                organization)

                 4900 Hopyard Road, #210 Pleasanton, California 94588
                 (Address of Principal Executive Offices)  (Zip Code)

                               1994 Stock Option Plan 
                               (Full title of the plan)

                       John F. Glenn, Vice President, Finance 
                                  Invivo Corporation
                               4900 Hopyard Road, #210
                            Pleasanton, California  94588
                                     510-468-7600
                      (Name and address, including zip code, and
             telephone number, including area code, of agent for service)

                           Calculation of Registration Fee

        ______________________________________________________________________

        Title of                   Proposed   Proposed
        Securities    Amount       Maximum    Maximum           Amount of
        to be         to be        Offering   Aggregate         Registration
        Registered    Registered   Price      Offering Price    Fee
        ______________________________________________________________________

        Common Stock
        par value
        $.0008
        per share     200,000      $7.00      $1,400,000        $483.00
        ======================================================================

        * Estimated solely for the purpose of computer the registration fee
        pursuant to Rule 457, on the basis of the last sale reported the
        average of the high and low price of the Registrant's Common Stock as
        reported on the Nasdaq National Market on July 23, 1997.
PART II

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

             Item 3.  Incorporation of Documents by Reference.

                       The following documents filed with the Securities
             and Exchange Commission (the "Commission") are incorporated
             herein by reference:  (a) the Issuer's Annual Report on
             Form 10-K for the fiscal year ended June 30, 1996, (b) the
             Issuer's Quarterly Reports on Form 10-Q for the quarters
             ended September 30 and December 31, 1996 and March 31, 1997,
             and (c) the description of the Issuer's Common Stock
             contained in the Company's Registration Statement on Form 8-A
             dated June 15, 1987, File No. 0-15963.

                       All documents subsequently filed by the Issuer
             pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
             Securities Exchange Act of 1934, as amended, 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 hereof from
             the date of the filing of such documents.

             Item 4.  Description of Securities.

                       Not applicable.

             Item 5.  Interests of Named Experts and Counsel.

                       Not applicable.

             Item 6.  Indemnification of Directors and Officers.

                       As permitted by sections 102 and 145 of the
             Delaware General Corporation Law, the Registrant's
             certificate of incorporation eliminates, to the fullest
             extent permitted by the Delaware General Corporation Law, a
             director's personal liability for monetary damages to the
             Registrant and its stockholders for breach of fiduciary duty
             as a director.  The effect of this provision in the
             certificate of incorporation is to eliminate the rights of
             the Registrant and its stockholders (through stockholders'
             derivative suits on behalf of the Registrant) to recover
             monetary damages against a director for breach of fiduciary
             duty as a director (including breaches resulting from
             negligent or grossly negligent behavior) except for the
             liability of a director (i) for any breach of the director's
             duty of loyalty to the corporation or its stockholders,
             (ii) for acts or omissions not in good faith or which involve

                                         -1-
intentional misconduct or a knowing violation of law,
             (iii) under Section 174 of the Delaware General Corporation
             Law, (iv) for any transaction from which the director derived
             an improper personal benefit.

                       The Registrant has entered into indemnity
             agreements with its officers and directors (each an
             "Indemnitee").  Under such indemnity agreements, the
             Registrant must indemnify an Indemnitee for expenses incurred
             in connection with actions in which the Indemnitee is
             involved by reason of having been a director or officer of
             the Registrant, provided that no indemnification for such
             expenses shall be made if Indemnitee is adjudged to be liable
             to the Registrant, except as deemed proper by an appropriate
             court.  The Registrant is also obligated to advance expenses
             an Indemnitee may incur in connection with such actions
             before any resolution of the action, and the Indemnitee may
             sue to enforce his or her right to indemnification or
             advancement of expenses.

                       The Registrant also maintains an insurance policy
             insuring its directors and officers against liability for
             certain acts and omissions while acting in their official
             capacities.

                       There is no litigation pending, and neither the
             Registrant nor any of its directors know of any threatened
             litigation, which might result in a claim for indemnification
             by any director or officer.

             Item 7.  Exemption from Registration Claimed.

                       Not applicable.

             Item 8.  Exhibits.

             Exhibit
             Number         Description of Document

             4.1            1994 Stock Option Plan.

             4.2            Form of Incentive Stock Option Agreement
                            (incorporated by reference to exhibit number
                            4.2 to the Registrant's Registration Statement
                            on Form S-8, Registration Statement No. 33-
                            88798).

             4.3            Form of Non-Qualified Stock Option Agreement
                            (incorporated by reference to exhibit number
                            4.3 to the Registrant's Registration Statement
                            on Form S-8, Registration Statement No. 33-
                            88798).

                                         -2-
5.1            Opinion of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation.

             24.1           Consent of KPMG Peat Marwick LLP.

             24.2           Consent of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation
                            (included in Exhibit 5.1).

             Item 9.  Undertakings.

                       The undersigned registrant hereby undertakes:

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

                       (2)  that, for the purpose of determining any
             liability under the Securities Act of 1933, each such post-
             effective amendment shall be deemed to be a new registration
             statement relating to the securities offered therein, and the
             offering of such securities at that time shall be deemed to
             be the initial bona fide offering thereof; and

                       (3)  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.

                       The undersigned registrant hereby undertakes that,
             for purposes of determining any liability under the
             Securities Act of 1933, each filing of the registrant's
             annual report pursuant to Section 13(a) or Section 15(d) of
             the Securities Exchange Act of 1934 (and, where applicable,
             each filing of an employee benefit plan's annual report
             pursuant to Section 15(d) of the Securities Act of 1934) that
             is incorporated by reference in the registration statement
             shall be deemed to be a new registration statement relating
             to the securities offered therein, and the offering of such
             securities at that time shall be deemed to be the initial
             bona fide offering thereof.

                       Insofar as indemnification for liabilities arising
             under the Securities Act of 1933 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 Act and is,

                                         -3-
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 Act and will be governed by the final adjudication of
             such issue.

                                         -4-
SIGNATURES

                       Pursuant to the requirements of the Securities Act
             of 1933, 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 City of Pleasanton, State
             of California, on July 14, 1997.

                                           INVIVO CORPORATION

                                           By /s/ James B. Hawkins
                                              ___________________________
                                              James B. Hawkins, President

                       Pursuant to the requirements of the Securities Act
             of 1933, this registration statement has been signed by the
             following persons in the capacities and on the date
             indicated.

              Signature                   Title                Date

              /s/ James B. Hawkins  President and          July 14, 1997
              ____________________  Director (principal
              JAMES B. HAWKINS      executive officer)

              /s/ John F. Glenn     Vice President,        July 14, 1997
              ____________________  Finance and Chief
              JOHN F. GLENN         Financial Officer
                                    (principal financial
                                    officer and
                                    principal accounting
                                    officer)
              /s/ Ernest C. Goggio  Chairman of the        July 14, 1997
              ____________________  Board
              ERNEST C. GOGGIO

              /s/ George S. Sarlo   Director               July 14, 1997
              ____________________
              GEORGE S. SARLO

                                         -5-
EXHIBIT LIST

             Exhibit
             Number         Description of Document

             4.1            1994 Stock Option Plan.

             5.1            Opinion of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation.

             24.1           Consent of KPMG Peat Marwick LLP.

             24.2           Consent of Howard, Rice, Nemerovski, Canady,
                            Falk & Rabkin, A Professional Corporation
                            (included in Exhibit 5.1).

                                         -6-