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 FEBRUARY 28, 1997

                                       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 April 7, 1997 was: 41,070,626

      This document contains 12 pages and the Exhibit Index is on Page 11.

                                       1

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<TABLE>
                               VIVRA INCORPORATED

                                TABLE OF CONTENTS
<CAPTION>



PART I.             FINANCIAL INFORMATION                                                             PAGE
-------             ---------------------                                                             ----
<S>                   <C>                                                                              <C>
   Item 1.            Condensed Consolidated Financial Statements

                      Condensed  Consolidated  Balance Sheets as of February 28,
                      1997 and November 30, 1996                                                       3

                      Condensed  Consolidated  Statements  of  Earnings  for the
                      Three Months Ended February 28, 1997 and February 29, 1996                       4

                      Condensed  Consolidated  Statements  of Cash Flows for the
                      Three Months Ended February 28, 1997 and February 29, 1996                       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                                                 9

   Signatures                                                                                         10

   Exhibit Index                                                                                      11

   Exhibit 11         Computation of Earnings Per Share                                               12

</TABLE>

                                       2

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                               Vivra Incorporated

                      Condensed Consolidated Balance Sheets
                                 (in thousands)

                                                              Feb. 28,   Nov. 30
                                                                1997      1996
                                                             -------------------
                                                                       (Note A)
Assets
Current Assets
Cash and cash equivalents                                    $ 35,294   $ 78,039
Short-term investments - held-to-maturity
    and available-for-sale                                     86,941     84,640
Accounts receivable, less allowance for
    doubtful accounts (2/28/97 - $20,647
    and  11/30/96 - $18,707)                                  117,463     97,703
Inventories                                                    16,008     13,238
Prepaid expenses and other current assets                       3,659      4,272
Deferred income taxes                                          17,984     16,112
                                                             -------------------
Total Current Assets                                          277,349    294,004

Marketable non-current investments - held-to-maturity          50,968     66,297
Property, buildings and equipment - at cost,
    less allowances for depreciation (2/28/97 -
    $58,575 and 11/30/96 - $53,437)                           101,539     97,681
Other assets                                                   24,226     12,648
Goodwill and other intangibles, less accumulated
    amortization  (2/28/97 - $15,067
    and 11/30/96 - $11,233)                                   220,146    184,588
                                                             -------------------
                                                             $674,228   $655,218
                                                             ===================

Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable                                             $  9,716   $ 16,005
Accrued payroll and related benefits                           24,276     27,303
Provider claims reserve                                        18,016     11,487
Other accrued expenses                                         14,147     13,490
Income taxes                                                   17,847     10,278
Current portion of deferred income taxes                           90        418
Current maturities of long-term debt                              507        609
                                                             -------------------
Total Current Liabilities                                      84,599     79,590

Long-term debt - exclusive of current maturities              162,906    162,534

Deferred income taxes                                           7,169      7,192

Minority interest                                               3,174      2,674

Stockholders' Equity:
Common stock, par value $.01 per share; authorized 80.0
    million shares; issued 40.5 million shares in 1997
    and 40.4 million in 1996                                      405        404
Additional paid-in capital                                    157,472    157,156
Retained earnings                                             258,469    245,164
Net unrealized gain on marketable securities, less
    applicable income taxes                                        34        504
                                                             -------------------
Total Stockholders' Equity                                    416,380    403,228
                                                             -------------------
                                                             $674,228   $655,218
                                                             ===================

      See accompanying notes to condensed consolidated financial statements

                                       3

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                               Vivra Incorporated

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

                                                             Three Months Ended
                                                              February 28/29,
                                                             1997         1996
                                                         ----------------------
Revenues
Operating revenues                                       $ 158,445    $ 110,075
Other income                                                 2,253        1,877
                                                         ----------------------
Total Revenues                                             160,698      111,952

Costs and Expenses
Operating                                                  114,138       79,110
General and administrative                                  17,827       11,424
Depreciation                                                 4,550        3,202
Interest                                                     2,231           56
                                                         ----------------------
Total Costs and Expenses                                   138,746       93,792

Earnings from continuing operations, before
    minority interest and income taxes                      21,952       18,160
Minority interest                                              (86)         (10)
                                                         ----------------------
Earnings from continuing operations, before income taxes    21,866       18,150
Income taxes                                                 8,181        6,863
                                                         ----------------------
Net Earnings                                             $  13,685    $  11,287
                                                         ======================

Net Earnings per Share (Primary and Fully Diluted*)      $    0.34    $    0.29
                                                         ======================

Average Number of Common Shares
     Primary                                                40,447       39,132
     Fully diluted                                          44,709       39,132

* Fully diluted EPS calculation determined as net earnings plus the tax effected
  interest  expense related to the Company's 5% Convertible  Subordinated  Notes
  divided by the fully weighted shares outstanding.


      See accompanying notes to condensed consolidated financial statements

                                       4

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                               Vivra Incorporated

                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)

                                                             Three Months Ended
                                                               February 28/29,
                                                             1997         1996
                                                         ----------------------
Operating Activities
Net earnings                                               $ 13,104    $ 11,287
Adjustments to reconcile net earnings to net cash provided
by operating activities:
       Depreciation and amortization                          6,902       4,259
       Loss on sale of property and investments                 890         327
       Other                                                   (434)     (1,980)
       Changes in assets and liabilities:
          Accounts receivable                               (17,949)     (1,877)
          Inventories                                        (2,475)     (1,771)
          Prepaid expenses and other current assets             613        (429)
          Deferred income taxes                              (1,962)        867
          Accounts payable                                   (7,287)        400
          Accrued payroll and related benefits               (3,058)     (1,355)
          Provider claims reserve                             6,529         646
          Other accrued expenses                                515         263
          Income taxes                                        7,539       6,107
                                                         ----------------------

Net cash flow from operations                                 2,927      16,744

Financing Activities
Payments on long-term debt                                     (713)       (121)
Proceeds from Common Stock offering                            --          --
Proceeds from exercise of stock options and related
    transactions                                                320       2,131
                                                         ----------------------
Net cash flow from financing                                   (393)      2,010

Investing Activities
Purchase of property, buildings and equipment                (7,503)     (8,195)
Purchase of held-to-maturity investments                    (12,277)    (17,435)
Redemption of held-to-maturity investments                   24,506      10,070
Proceeds from sale of available-for-sale investments           --         5,911
Proceeds from sale of property, buildings and equipment           9         574
Proceeds from investments in partnerships                      --         1,700
Payment for business acquisitions, net of cash acquired     (50,014)     (1,042)
                                                         ----------------------

Net cash flow used in investing                             (45,279)     (8,417)
                                                         ----------------------

Net increase (decrease) in cash and cash equivalents        (42,745)     10,337
Beginning cash and cash equivalents                          78,039      54,063
                                                         ----------------------

Ending cash and cash equivalents                           $ 35,294    $ 64,400
                                                         ======================


      See accompanying notes to condensed consolidated financial statements

                                       5

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                               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  condensed   consolidated   financial  statements  should  be  read  in
     conjunction with the Company's  consolidated  financial  statements and the
     notes thereto included in the registrant's effective Form 10-K for the year
     ended  November 30, 1996.  The balance  sheet at November 30, 1996 has been
     derived from the audited financial statements at that date.

B.   ACQUISITIONS

     During the three months ended February 28, 1997, the Company acquired eight
     dialysis centers. Total consideration paid was $36.3 million, consisting of
     cash of $34.6  million and 59,259  shares of the  Company's  common  stock,
     which  exceeded  the fair  market  value of net  assets  acquired  by $33.3
     million.

     Also during the three months ended February 28, 1997, the Company  acquired
     five physician practice and related  businesses.  Total  consideration paid
     was $19.6  million,  consisting of cash of $15.9 million and 120,435 shares
     of the Company's common stock,  which exceeded the fair market value of net
     assets acquired by $3.3 million.

                                       6

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Item7.    Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations.

     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 on the Company's Form 10-K filed February
28,  1997 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.

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  February 28, 1997 Compared with Three Months Ended  February
29, 1996

As compared to the three months ended  February  29,  1996,  revenues  increased
$48.7 million,  or 43.5%; costs and expenses increased $45.0 million,  or 47.9%;
and earnings from continuing  operations before taxes increased $3.7 million, or
20.5%.  In total,  net earnings for the period  increased  $2.4 million to $13.7
million, or 21.2%.

     Operating  revenues  increased $48.4 million,  or 43.9%, to $158.4 million.
Revenues from VRC increased  $32.8 million to $123.5  million,  or 36.1%;and VSP
revenues  increased  $15.6 million to $35.0 million,  or 80.7%.  The increase in
revenues from VRC was  attributable  to the  establishment  of VRC's  laboratory
services business, growth in ancillary services and an increase in the number of
treatments  provided.  Laboratory  services revenue  increased $3.8 million as a
result of the  opening of VRC's  in-house  laboratory  in June  1996.  Ancillary
services  revenues  were $34.6  million,  compared to $23.2 million in the prior
year, a 49.1% increase.  Ancillary  revenue growth was due to an increase in the
administration and utilization of the drugs Erythropoietin ("EPO"), Calcijex and
Infed.  Treatments grew 23.4% from 450,748 to 556,131,  primarily as a result of
the net addition of 48 centers. The increase in revenues from VSP was due to the
acquisition and growth of its specialty  physician networks and practices namely
within the heart,  asthma/allergy and orthopaedics specialties.  Other income of
$2.3 million represents interest earned on marketable securities.

     Operating costs increased $35.0 million,  or 44.3%, to $114.1 million.  VRC
operating  costs  increased  $23.0 million to $85.6 million,  or 36.8%;  and VSP
operating costs increased $12.0 million to $28.5 million, or 72.6%. The increase
in VRC  operating  costs was due to the increased  volume of dialysis  business,
increased labor and supply costs, and expenses  associated with the operation of
de-novo dialysis  centers.  VSP operating costs increased due to the acquisition
and growth of its heart,  asthma/allergy  and orthopaedics  specialty  physician
networks and practices.  In total, general and administrative expenses increased
to 11.3% of total  operating  revenues  for 1997,  as compared to 10.4% in 1996.
This was due to the continued  growth and  infrastructure  establishment  within
VSP. Depreciation  increased $1.3 million, or 42.1%, to $4.6 million,  primarily
due  to  fixed  asset  additions  in the  dialysis  business.  Interest  expense
increased to $2.2 million,  due to the expense  recorded from the Company's July
1996 issuance of $150 million of 5% Convertible Subordinated Notes Due 2001 in a
private  placement and the subsequent  issuance of an additional $8.5 million of
the Notes in August 1996 upon exercise of the over-allotment option.

     The effective tax rate for 1997 was 37.4% of earnings  before income taxes,
compared with 37.8% a year earlier. This decrease was primarily due to strategic
state tax planning initiatives and a greater amount of the Company's cash assets
being invested in tax-free  marketable  securities,  all 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  physician  network  businesses and on-going
expenditures for property,  plant and equipment.

                                       7

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Acquisition expenditures were $55.9 million, consisting of $50.0 million in cash
and 179,694 shares of the Company's  Common Stock and $18.7 million,  consisting
of $3.0 million in cash and 585,419  shares of the Company's  Common Stock,  for
the three months ended  February  28/29,  1997 and 1996,  respectively.  Routine
capital  expenditures  were $7.5 million and $8.2 million for the same  periods,
respectively.

     Cash flow from  operations was $2.9 million and $16.5 million for the three
months ended February 28/29, 1997 and 1996, respectively.  The decrease of $13.6
million was primarily  attributable to the Company funding increases in accounts
receivable.  Cash flow from  financing  activities  decreased by $2.4 million to
$(0.4) million in the period ended 1997. The Company's working capital decreased
by $21.6 million to $192.8 million at February 28, 1997,  from $214.4 million at
November 30, 1996.

     In fiscal  1997,  the  Company  currently  plans to continue to acquire and
develop new  dialysis  facilities  and expand its  specialty  physician  network
businesses. To the extent the Company is able to identify significant attractive
investment  opportunities,  such  expenditures  could exceed $200  million.  The
Company believes that the net proceeds from its private placement of Convertible
Subordinated Notes, 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 for fiscal 1997.

Inflation and Changes in Prices

For the three months ended February 28/29, 1997 and 1996,  approximately 72% and
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.

     In 1997 and 1996,  the  remaining  28% and 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  percentage  of the  costs of
dialysis  care  required  to be  assumed  by  private  payers  may change as the
existing ESRD program is reviewed by the United States Congress. Notwithstanding
any legislative  action, the Company expects that  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,  this  would  have a  material  adverse  effect on the  Company's
revenues and net earnings.

     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. To the
extent  VSP's  operations  do not expand as  planned  and the  Company  does not
realize  revenues  sufficient to offset such increased  expenses,  the Company's
operating  margins will be adversely  affected and VSP may experience  delays in
attaining  profitability  or may never become  financially  viable.  VSP may not
realize  revenue and  operating  margins as  predictable  as those  historically
provided by VRC.

                                       8

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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)      No reports on Form 8-K filed in current period


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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:      April 14, 1997                         /s/ LeAnne M. Zumwalt
      ------------------------                    -------------------------
                                                      LeAnne M. Zumwalt
                                                      Chief  Financial   Officer
                                                      and Secretary / Treasurer

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                               VIVRA INCORPORATED
                                  EXHIBIT INDEX

    EXHIBIT NO.                                                         PAGE NO.
    -----------                                                         --------
        11.                   Computation of Earnings Per Share            12

        27.                   Financial Data Schedule

                                       11