<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

     X  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 ---


                      FOR THE QUARTER ENDED AUGUST 31, 1996

                                       OR

     _  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 1-10261

                               VIVRA INCORPORATED

             DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 94-3096645

                         1850 GATEWAY DRIVE, FIFTH FLOOR
                           SAN MATEO, CALIFORNIA 94404
                                  415-577-5700

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    YES X NO __

The number of shares outstanding of each of the issuer's classes of common stock
as of October 1, 1996 was: 40,013,527

This document contains 13 pages and the Exhibit Index is on Page 12.


                                  Page 1 of 13

<PAGE>

                               VIVRA INCORPORATED

                                TABLE OF CONTENTS



PART I.      FINANCIAL INFORMATION                                         PAGE

 Item 1.     Condensed Consolidated Financial Statements

             Condensed  Consolidated  Balance  Sheets as of August 31,
             1996 and November 30, 1995                                      3

             Condensed  Consolidated  Statements  of Earnings  for the
             Three and Nine Months Ended August 31, 1996 and 1995            4

             Condensed  Consolidated  Statements of Cash Flows for the
             Nine Months Ended August 31, 1996 and 1995                      5

             Notes to Condensed Consolidated Financial Statements            6

 Item 2.     Management's   Discussion  and  Analysis  of  Results  of
             Operations and Financial Condition                              7

PART II.     OTHER INFORMATION

 Item 6.     Exhibits and Reports on Form 8-K                               10

 Signatures                                                                 11

 Exhibit Index                                                              12

 Exhibit 11  Computation of Earnings Per Share                              13

                             Page 2 of 13

<PAGE>

<TABLE>
                               Vivra Incorporated

                      Condensed Consolidated Balance Sheets
                                 (in thousands)
<CAPTION>
                                                                                      August 31,      Nov. 30
                                                                                         1996         1995
                                                                                     ---------------------------
                                                                                                     (Note A)

<S>                                                                                     <C>           <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                               $  104,004    $  54,063
Short-term investments - held-to-maturity and available-for-sale                            67,128       43,616
Accounts receivable, less allowance for doubtful accounts (8/31/96 - $15,732 and
    11/30/95 - $13,429)                                                                     87,701       66,049
Inventories                                                                                 12,248        9,113
Prepaid expenses and other current assets                                                    4,701        2,070
Deferred income taxes                                                                       13,124       14,570
                                                                                     ---------------------------
Total Current Assets                                                                       288,906      189,481

Marketable non-current investments - held-to-maturity                                       82,229       22,510
Property, buildings and equipment - at cost, less allowances for depreciation
    (8/31/96 - $48,649 and 11/30/95 - $42,199)                                              86,556       77,018
Other Assets                                                                                14,372        8,479
Goodwill and other intangibles, less accumulated amortization
    (8/31/96 - $9,518 and 11/30/95 - $6,727)                                               157,316      113,935
                                                                                     ---------------------------
                                                                                          $629,379     $411,423
                                                                                     ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                                         $  11,712    $  11,194
Accrued payroll and related benefits                                                        27,635       22,995
Other accrued expenses                                                                      24,744       11,526
Income taxes                                                                                 9,077        4,668
Current portion of deferred income taxes                                                     1,196        4,181
Current maturities of long-term debt                                                           868        1,862
                                                                                     ---------------------------
Total Current Liabilities                                                                   75,232       56,426

Long-term debt - exclusive of current maturities (Note D)                                  160,887        2,185

Deferred income taxes                                                                        6,210        6,643

Minority interest                                                                            1,407         (238)

STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per share; authorized 80.0 million shares; issued 39.9
    million shares in 1996 and 38.9 million in 1995                                            399          389
Additional paid-in capital                                                                 151,213      142,754
Retained earnings                                                                          232,313      198,194
Net unrealized gain on marketable securities, less applicable income taxes                   1,718        5,070
                                                                                     ---------------------------
Total Stockholders' Equity                                                                 385,643      346,407
                                                                                     ---------------------------
                                                                                          $629,379     $411,423
                                                                                     ===========================


                     See accompanying notes to condensed consolidated financial statements
</TABLE>

                                                 Page 3 of 13
<PAGE>

<TABLE>
                               Vivra Incorporated

                  Condensed Consolidated Statements of Earnings
                    (in thousands, except per share amounts)

<CAPTION>
                                                         Three Months Ended               Nine Months Ended
                                                             August 31,                       August 31,
                                                       1996             1995            1996            1995
                                                  ------------------------------  -----------------------------
<S>                                                    <C>             <C>             <C>            <C>     
REVENUES
Operating revenues                                     $130,987        $95,238         $364,388       $282,143
Other income                                              4,105          2,129            8,143          6,365
                                                   -------------  -------------    -------------  -------------
Total Revenues                                          135,092         97,367          372,531        288,508

COSTS AND EXPENSES
Operating                                                93,799         65,463          259,309        191,524
General and administrative                               15,279         11,389           42,033         39,971
Depreciation                                              3,582          2,860           10,255          8,175
Interest                                                  1,254             56            1,383            410
                                                   -------------  -------------    -------------  -------------
Total Costs and Expenses                                113,914         79,768          312,980        240,080

Earnings from continuing operations, before
    minority interest and income taxes                   21,178         17,599           59,551         48,428
Minority interest                                           (53)          (208)             (67)          (394)
                                                   -------------  -------------    -------------  -------------
Earnings from continuing operations, before
    income taxes                                         21,125         17,391           59,484         48,034
Income taxes                                              8,052          6,778           22,658         18,716
                                                   -------------  -------------    -------------  -------------
NET EARNINGS                                            $13,073        $10,613          $36,826        $29,318
                                                   =============  =============    =============  =============

NET EARNINGS PER SHARE                                     $.33           $.28             $.93           $.80
                                                   =============  =============    =============  =============

AVERAGE NUMBER OF COMMON SHARES                          39,907         38,407           39,552         36,840


                     See accompanying notes to condensed consolidated financial statements
</TABLE>
                                                 Page 4 of 13
<PAGE>
<TABLE>

                               Vivra Incorporated

                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
<CAPTION>
                                                                                             Nine Months Ended
                                                                                                August 31,
                                                                                           1996           1995
                                                                                      -------------------------------
<S>                                                                                        <C>           <C>    
OPERATING ACTIVITIES
Net earnings                                                                               $36,826       $29,318
Adjustments to reconcile net earnings to net cash provided by operating activities:
       Depreciation and amortization                                                        14,002         9,675
       (Gain) on sale of property and investments                                           (1,893)       (4,161)
       Other                                                                                (9,697)       (4,017)
       Changes in assets and liabilities:
          Accounts receivable                                                              (18,854)       (8,794)
          Inventories                                                                       (2,545)       (1,827)
          Prepaid expenses and other current assets                                         (2,211)       (1,386)
          Deferred income taxes                                                              1,392        (2,906)
          Accounts payable                                                                  (1,744)        1,043
          Accrued payroll and related benefits                                               4,798          (631)
          Other accrued expenses                                                             9,762        (3,273)
          Income taxes                                                                       5,215          (760)
                                                                                      -------------------------------

Net cash flow from operations                                                               35,051        12,281

FINANCING ACTIVITIES
Payments on long-term debt                                                                  (3,146)       (6,098)
Net proceeds from Convertible Subordinated Debenture private placement                     154,545
Net proceeds from Common Stock offering                                                          -        59,593
Proceeds from exercise of stock options and related transactions                             5,717        16,937
                                                                                      -------------------------------

Net cash flow from financing                                                               157,116        70,432

INVESTING ACTIVITIES
Purchase of property, buildings and equipment                                              (20,015)      (21,869)
Purchase of held-to-maturity investments                                                  (138,278)      (42,798)
Redemption of held-to-maturity investments                                                  42,590             -
Proceeds from sale of available-for-sale investments                                        11,435             -
Proceeds from sale of property, buildings and equipment                                        593        28,647
Proceeds from investments in partnerships                                                    3,923             -
Payment for business acquisitions, net of cash acquired                                    (42,474)      (42,845)
                                                                                      -------------------------------

Net cash flow used in investing                                                           (142,226)      (78,865)
                                                                                      -------------------------------

Net increase in cash and cash equivalents                                                   49,941         3,848
Beginning cash and cash equivalents                                                         54,063        80,681
                                                                                      -------------------------------

Ending cash and cash equivalents                                                          $104,004       $84,529
                                                                                      ===============================
</TABLE>


     See accompanying notes to condensed consolidated financial statements

                                                 Page 5 of 13

<PAGE>

                               VIVRA INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A.   BASIS OF PRESENTATION

     The condensed  consolidated  financial statements are unaudited pursuant to
     the  rules and  regulations  of the  Securities  and  Exchange  Commission.
     Accordingly, certain information and footnote disclosures normally included
     in financial  statements  prepared in accordance  with  generally  accepted
     accounting  principles  have been  condensed or omitted.  In the opinion of
     management,  all  adjustments  necessary  for a  fair  presentation  of the
     financial  position,  results of operations  and cash flows for the periods
     presented have been made and are of a normal recurring nature.  The Company
     completed business  combinations with Portsmouth Medical Specialists,  Inc.
     and Churchland Renal Center,  Inc. effective as of June 1, 1996 and Cooper,
     Moody,  Altschuler,  Chizner, Dennis and Niederman,  P.A. d/b/a The Greater
     Ft.  Lauderdale Heart Group effective as of July 1, 1996 in stock for stock
     exchanges  or  mergers  with the  Company.  Due to the  materiality  of the
     pooling  transactions  completed in 1996, the Company's  historical results
     have been  restated as if the  combinations  had been  completed  as of the
     beginning of 1995.

     The  condensed   consolidated   financial  statements  should  be  read  in
     conjunction  with  the  Company's   consolidated   supplemental   financial
     statements and the notes thereto included in the  registrant's  Form 8-K as
     filed on September 24, 1996 (File No. 1-10261).

     The balance  sheet at November  30, 1995 has been  derived from the audited
     financial statements at that date.

B.   ACQUISITIONS

     During the three months ended August 31, 1996,  the Company  acquired three
     dialysis centers. Total consideration paid was $15.0 million, consisting of
     cash of $2.5  million and 415,702  shares of the  Company's  common  stock,
     which  exceeded  the fair  market  value  of net  assets  acquired  by $2.2
     million.

     Also during the three months ended  August 31, 1996,  the Company  acquired
     three specialty  physician  practices.  Total  consideration paid was $15.6
     million,  consisting  of cash of $1.0  million  and  485,138  shares of the
     Company's common stock,  which exceeded the fair market value of net assets
     acquired by $1.0 million.

     Separate and combined results from the transactions  noted in Note A are as
     follows  and  reflect  income  tax  adjustments  related  to the  Company's
     effective tax rate for both the Three and Nine Months Ended August 31, 1996
     and 1995:

<TABLE>
<CAPTION>
                                             VIVRA    PORTSMOUTH    ALTSCHULER    COMBINED

<S>                                        <C>           <C>          <C>         <C>
Three Months Ended August 31, 1996
   Revenues                                $131,940      $1,388       $1,764      $135,092
   Net Income (Loss)                         13,008         102          (37)       13,073

Three Months Ended August 31, 1995
   Revenues                                $ 93,790      $1,450       $2,127      $ 97,367
   Net Income (Loss)                         10,595         (18)          36        10,613

Nine Months Ended August 31, 1996
   Revenues                                $362,766      $4,164       $5,601      $372,531
   Net Income (Loss)                         36,620         306         (100)       36,826

Nine Months Ended August 31, 1995
   Revenues                                $277,776      $4,351       $6,381      $288,508
   Net Income (Loss)                         29,265         (55)         108        29,318

</TABLE>

C.   RECENT ACCOUNTING PRONOUNCEMENTS

     Effective  March 1995,  the  Financial  Accounting  Standards  Board issued
     Statement No. 121,  Accounting for the Impairment of Long-Lived  Assets and
     for  Long-Lived  Assets  to be  Disposed  of ("FAS  121"),  which  requires
     impairment  losses to be recorded on long-lived  assets used in operations,
     or to be disposed of, when such impairment has been determined. On December
     1, 1995,  the Company  adopted FAS 121 and the impact of this  adoption did
     not have a material effect on the Company.

D.   CONVERTIBLE SUBORDINATED NOTES PRIVATE PLACEMENT

     On July 8, 1996,  the  Company  completed  a $150  million  issuance  of 5%
     Convertible Subordinated Notes Due 2001 in a private placement and exercise
     of the related over-allotment option of $8.5 million on August 6, 1996. The
     net proceeds  from this private  placement and  over-allotment  option were
     approximately $155 million.

                                  Page 6 of 13

<PAGE>

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF RESULTS OF  OPERATIONS  AND
          FINANCIAL CONDITION

When  used in this  discussion,  the words  "estimate,"  "project"  and  similar
expressions   are  intended  to  identify   forward-looking   statements.   Such
statements,   which  include  statements   concerning  capital  and  acquisition
expenditures,  are subject to certain risks and  uncertainties,  including those
discussed in the Risk Factors section of the Company's Registration Statement on
Form S-3  filed on  October  7,  1996  (Registration  No.  333-13625)  and those
discussed  herein which could cause  actual  results to  materially  differ from
those  projected.  These  forward-looking  statements  speak only as of the date
hereof.  The  following  discussion  should  be read  in  conjunction  with  the
Condensed Consolidated Financial Statements and related Notes.

Results of Operations
The Company provides services through two segments: Vivra Renal Care ("VRC") and
Vivra Specialty Partners ("VSP"). VRC is the second largest provider of dialysis
services in the United  States.  VSP provides  specialty  physician  network and
disease management services to managed care and provider organizations.

Three Months Ended August 31, 1996  Compared  with Three Months Ended August 31,
1995
As compared to the three months ended August 31, 1995,  revenues increased $37.7
million,  or 38.7%;  costs and expenses  increased $34.1 million,  or 42.8%; and
earnings from  continuing  operations  before taxes  increased $3.7 million,  or
21.5%.  In total,  net earnings for the period  increased  $2.5 million to $13.1
million, or 23.2%.

     Operating  revenues  increased $35.7 million,  or 37.5%, to $131.0 million.
Revenues  from VRC  increased  $25.2 million to $106.4  million,  or 31.2%;  VSP
revenues  increased $13.6 million to $24.6 million;  and Other Services revenues
decreased $3.1 million.  The increase in revenues from VRC was  attributable  to
the growth in the number of treatments  provided,  growth in ancillary services,
principally from the administration of the drug Erythropoietin ("EPO"), which is
prescribed  for dialysis  patients  suffering  from anemia and increased  retail
prices.  Treatments  grew 21.2%  from  412,771 to 500,163 as a result of the net
addition of 47 centers.  For the third  quarter of 1996,  revenues from EPO were
$21.7  million,  compared to $14.0 million in the prior year, a 55.0%  increase.
This growth was due to an increase in the number of patients  receiving  EPO and
in the average size of dosages. The increase in revenues from VSP was due to the
addition of the cardiology,  OB/GYN and orthopedics  specialties after the third
quarter of 1995 and growth in the  asthma/allergy  specialty.  The  decrease  in
Other Services revenues was a direct result of the sale and  discontinuation  of
the Company's ambulatory surgery center, rehabilitation therapy and primary care
physician practice management  businesses in 1995. Other income of $4.1 million,
included $1.8 million  interest  income and a $2.3 million gain from the sale of
available-for-sale marketable investments.

     Operating costs increased  $28.3 million,  or 43.3%, to $93.8 million.  VRC
operating  costs  increased  $18.9  million  to $74.0  million,  or  34.4%;  VSP
operating  costs  increased  $11.6 million to $19.8 million;  and Other Services
operating costs decreased $2.2 million.  The increase in VRC operating costs was
due to the  increased  volume of dialysis  business,  increased  labor costs and
expenses  associated  with  the  operation  of de  novo  dialysis  centers.  VSP
operating  costs  increased  due to the addition  and growth of the  cardiology,
OB/GYN and orthopedics specialties after the third quarter of 1995 and growth in
the asthma/allergy  specialty.  Operating costs of Other Services decreased as a
result of the sale and discontinuation of the ambulatory surgery, rehabilitation
therapy and primary  care  physician  practice  management  businesses  in 1995.
General and administrative  expenses increased $3.9 million to $15.3 million, or
an  increase  of 34.2%,  due  primarily  to the growth of new and  existing  VSP
specialties and the establishment of a $1.95 million long-term bonus plan within
VSP.  Depreciation  increased $0.7 million, or 25.2%, to $3.6 million, due to an
increase  in  depreciable  assets of the  dialysis  business.  Interest  expense
increased  $1.2 million to $1.3  million,  due to the Company's  $158.5  million
issuance of 5% Convertible Subordinated Notes Due 2001 in a private placement.

                                  Page 7 of 13

<PAGE>

     The effective  tax rate for the period was 38.1% of earnings  before income
taxes, compared with 39.0% a year earlier. This decrease was due, in large part,
to the Company's cash assets being invested in tax-free  marketable  securities,
which had the effect of lowering the overall tax rate.

Nine Months  Ended  August 31, 1996  Compared  with Nine Months Ended August 31,
1995
As compared to the nine months ended August 31, 1995,  revenues  increased $84.0
million, or 29.1%; costs and expenses $72.9 million, or 30.4%; and earnings from
continuing  operations before taxes increased $11.5 million, or 23.8%. In total,
net earnings for the period increased $7.5 million to $36.8 million, or 25.6%.

     Operating  revenues  increased $82.2 million,  or 29.2%, to $364.4 million.
Revenues  from VRC  increased  $67.1 million to $298.9  million,  or 29.0%;  VSP
revenues  increased $38.3 million to $65.5 million;  and Other Services revenues
decreased $23.2 million.  The increase in revenues from VRC was  attributable to
the growth in the number of treatments  provided,  increased ancillary services,
primarily from the administration of EPO and increased retail prices. Treatments
grew 25.6% from  1,147,727  to 1,441,076 as a result of the increase in dialysis
centers  from 190 to 237. For the first nine months of 1996,  revenues  from EPO
were  $60.3  million,  compared  to $38.4  million  in the prior  year,  a 57.0%
increase. This growth was due to an increase in the number of patients receiving
EPO and in the average size of dosages.  The  increase in revenues  from VSP was
due to the  addition  and  growth  of the  cardiology,  OB/GYN  and  orthopedics
specialties  after the third  quarter of 1995 and  growth in the  asthma/allergy
specialty.  The decrease in Other  Services  revenues was a direct result of the
sale  and   discontinuation   of  the  Company's   ambulatory   surgery  center,
rehabilitation therapy and primary care physician practice management businesses
in 1995.  Other income of $8.1 million,  included  interest earned on marketable
securities  and  $4.3  million  in gains  from  the  sale of  available-for-sale
marketable investments.

     Operating costs increased $67.8 million,  or 35.4%, to $259.3 million.  VRC
operating  costs  increased  $48.3  million  to $204.7  million,  or 30.9%;  VSP
operating  costs  increased  $35.1 million to $54.6 million;  and Other Services
operating costs decreased $15.6 million. The increase in VRC operating costs was
due to the  increased  volume of dialysis  business,  increased  labor costs and
expenses  associated  with  the  operation  of de  novo  dialysis  centers.  VSP
operating  costs  increased  due to the addition  and growth of the  cardiology,
OB/GYN and orthopedics specialties after the third quarter of 1995 and growth in
the asthma/allergy  specialty.  Operating costs of Other Services decreased as a
result of the sale and discontinuation of the ambulatory surgery, rehabilitation
therapy and primary  care  physician  practice  management  businesses  in 1995.
General and administrative  expenses increased $2.1 million to $42.0 million, or
5.2%. As a percentage of operating revenues, general and administrative expenses
declined  to 11.5% in the nine  months  ended  August 31, 1996 from 14.2% in the
corresponding  period of 1995.  This  decline was  attributable  to the sale and
discontinuation of the Other Services segment businesses. Depreciation increased
$2.1 million,  or 25.4%,  to $10.3  million,  due to an increase in  depreciable
assets of the dialysis and asthma/allergy businesses. Interest expense increased
$1.0 million to $1.4 million, due to the Company's $158.5 million issuance of 5%
Convertible Subordinated Notes Due 2001 in a private placement.

     The effective  tax rate for the period was 38.1% of earnings  before income
taxes, compared with 39.0% a year earlier. This decrease was due, in large part,
to the Company's cash assets being invested in tax-free  marketable  securities,
which had the effect of lowering the overall tax rate.

Liquidity and Capital Resources
The Company requires  significant capital for the acquisition and development of
dialysis   facilities  and  specialty  care  businesses  and  on-going   capital
expenditures for property,  plant and equipment.  Acquisition  expenditures were
$129.6 million,  consisting of $42.5 million in cash and 2,907,453 shares of the
Company's  Common Stock and $60.2  million,  consisting of $42.8 million in cash
and 821,660  shares of the  Company's  Common  Stock for the nine  months  ended
August 31, 1996 and 1995, respectively.  Routine capital expenditures were $20.0
million and $21.9 million for the same periods, respectively.

                                  Page 8 of 13

<PAGE>

     Cash flow from  operations was $35.1 million and $12.3 million for the nine
     months  ended  August  31,  1996 and  1995,  respectively.  Cash  flow from
     financing activities increased by $86.7 million to $157.1 million at August
     31, 1996. This increase was primarily the result of the Company's July 1996
     $150  million  issuance  of  5%  Convertible   Subordinated  Notes  private
     placement and exercise of the related over-allotment option of $8.5 million
     in August 1996. The increase was offset by the Company's  February 16, 1995
     public offering in which the Company sold 2,992,500  shares of Common Stock
     and received net proceeds of $59.6 million.

     For the remainder of fiscal 1996, the Company  currently  plans to continue
to acquire  and  develop  new  dialysis  facilities  and  expand  its  specialty
businesses. To the extent the Company is able to identify significant attractive
investment  opportunities,  such  expenditures  could exceed $150  million.  The
Company believes that the net proceeds from its Convertible  Subordinated  Notes
private placement  together with cash generated from operations,  available cash
and the ability to issue Common Stock for acquisitions  will be adequate to meet
the Company's  planned  capital  expenditure,  acquisition  and  development and
liquidity needs through fiscal 1997.

Inflation and Changes in Prices
For the nine months ended August 31, 1996 and 1995, respectively,  approximately
71% of the Company's dialysis revenues were funded by Medicare and Medicaid,  at
an average  rate of $126 per  dialysis  treatment,  before  ancillary  services.
Despite   periods  of   significant   inflation,   the   Medicare  and  Medicaid
reimbursement rate has remained  relatively  constant since 1983. The Company is
unable to predict what, if any,  future  changes may occur in the  reimbursement
rate and,  if made,  whether  such  changes  will  help  alleviate  or  increase
inflationary pressures on the Company's margins.

     For the nine  months  ended  August 31,  1996 and 1995,  respectively,  the
remaining 29% of dialysis  revenues were reimbursed by payers generally at rates
significantly in excess of Medicare and Medicaid. Of these revenues, the largest
portion  came from private  insurance,  including  managed  care  organizations.
Reimbursement from hospitals for acute dialysis treatments was also significant.
The Company believes that private payers may be required in the future to assume
a greater  percentage of the costs of dialysis care as the existing ESRD program
is reviewed by the United States Congress.  Irrespective of legislative  action,
the Company expects that these  non-governmental  payers will reduce payment for
dialysis  services  because they have a strong  incentive to further  reduce the
costs of specialty  care and will  aggressively  seek to reduce amounts paid for
dialysis  treatments.  If private  payer  rates are reduced  significantly,  the
Company's revenues and net earnings will be materially and adversely affected.

     The dialysis industry is highly competitive with respect to the acquisition
of existing dialysis facilities and the recruitment of Medical Directors for new
centers.  In the past two  years,  acquisition  prices and the  competition  for
Medical  Directors  and new  facilities  has  increased.  To the extent that the
Company is unable to  acquire  existing  dialysis  facilities  economically,  to
develop  facilities  profitably or to recruit  Medical  Directors to operate its
facilities,  its ability to expand its dialysis  business and maintain  earnings
per share growth and return on total capital would be adversely impacted.

     The Company intends to expand VSP significantly through the acquisition and
development of related  businesses,  primarily  specialty physician networks and
practices.   This  expansion  will  require  significant  capital   commitments.
Additionally,   the   Company  is   incurring   expenditures   to  develop   its
infrastructure  and systems for VSP in anticipation of significant  growth.  VSP
may  not  realize  revenue  and  operating   margins  as  predictable  as  those
historically provided by VRC.

                                  Page 9 of 13

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PART II        OTHER INFORMATION

     ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

       a)      Exhibits

               See Exhibit 11 on Page 13
               Exhibit 27 - Financial Data Schedule

       b)      Reports on Form 8-K

               (1) Current Report of the Company on Form 8-K (File No.  1-10261)
                   dated June 13,  1996,  reporting  on Item 5, Other Events and
                   Item 7,  Financial  Statements  and  Exhibits  for filing the
                   audited Supplemental Consolidated Financial Statements of the
                   Registrant for the year ended November 30, 1995.

               (2) Current Report of the Company on Form 8-K (File No.  1-10261)
                   dated June 21,  1996,  reporting  on Item 5, Other Events and
                   Item 7,  Financial  Statements  and  Exhibits  for filing the
                   press release related to the Registrant's  private  placement
                   of convertible subordinated notes due 2001.

               (3) Current Report of the Company on Form 8-K (File No.  1-10261)
                   dated  September 24, 1996,  reporting on Item 5, Other Events
                   and Item 7, Financial  Statements and Exhibits for filing the
                   audited Supplemental Consolidated Financial Statements of the
                   Registrant  for the  year  ended  November  30,  1995 and for
                   filing the audited  Financial  Statements of certain acquired
                   businesses.

                                 Page 10 of 13

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SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                     VIVRA  INCORPORATED
                                              ---------------------------------
                                                         (Registrant)


Date:     October 15, 1996                     /S/    LEANNE M. ZUMWALT
      ------------------------                ---------------------------------
                                                      LeAnne M. Zumwalt
                                                 Chief Financial Officer and
                                                    Secretary / Treasurer

                                 Page 11 of 13

<PAGE>

                               VIVRA INCORPORATED
                                  EXHIBIT INDEX

EXHIBIT NO.                                                           PAGE NO.

    11.             Computation of Earnings Per Share                    13

    27.             Financial Data Schedule

                                 Page 12 of 13

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