PROSPECTUS SUPPLEMENT                                      Rule 415(a)(1)(viii)
(TO PROSPECTUS DATED MARCH 14, 1995)                  Registration No. 33-85736

                                 451,702 Shares

                                      VIVRA
                                  INCORPORATED

                                  Common Stock
                                    ---------

     VIVRA  Incorporated,  a Delaware  corporation  (the  "Company")  has issued
451,702  shares  (the  "Shares")  of common  stock,  $.01 par  value per  share,
accompanied  by  Preferred  Stock  Purchase  Rights  (the  "Common  Stock"),  in
connection  with the  acquisition  of Portsmouth  Medical  Specialists,  Inc., a
Virginia  corporation and Churchland Renal Center,  Inc., a Virginia corporation
(the "Acquired Companies").  The Company, Vivra Renal Care, Inc. ("VRC") and the
shareholders  of the Acquired  Companies,  have  entered  into a Stock  Exchange
Agreement (the "Exchange Agreement").

     The Common  Stock of the  Company is listed on the New York Stock  Exchange
("NYSE")  under the symbol "V". The last reported sale price of the Common Stock
on the NYSE on August 22, 1996 was $30.00 per share.

                                    ---------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
        AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
        UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


           The date of this Prospectus Supplement is August 22, 1996.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Any statement contained herein, or in a document  incorporated by reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Prospectus Supplement, the Prospectus and the Registration Statement of which it
is a part to the  extent  that a  statement  contained  herein  or in any  other
subsequently  filed  document  which also is  incorporated  herein  modifies  or
replaces such  statement.  Any statement so modified or superseded  shall not be
deemed,  in its  unmodified  form,  to  constitute  a part  of  this  Prospectus
Supplement or such Prospectus or Registration Statement.


                           CERTAIN TERMS OF THE MERGER

Acquisition Consideration

     Under the terms of the  Exchange  Agreement  and subject to the  conditions
thereof,  in consideration of the transfer and delivery of all of the issued and
outstanding stock of the Acquired Companies,  the purchase price was $12,603,988
(the "Purchase  Price"),  paid by the delivery of the 451,702 Shares. The Shares
were  calculated  as that number of shares of the Common  Stock equal to (i) the
Purchase  Price divided by (ii) the average  closing price of Vivra common stock
on the New York Stock Exchange for twenty (20)  consecutive  trading days ending
on the tenth (10th) trading day prior to the Effective Date.

     Under the Exchange Agreement, no shares may be sold until the date on which
the Company reports combined financial  statements of the Acquired Companies and
the Company which  includes at least 30 days  operating  results of the Acquired
Companies.





Closing

     The Closing of the transactions  contemplated by the Exchange Agreement was
effective as of June 1, 1996.

Stock Exchange Listing

     Pursuant  to a condition  to each  party's  obligation  to  consummate  the
Exchange,  the Shares issued in connection with the Exchange have been listed on
the NYSE.

Representations and Warranties

     The Exchange Agreement contains  customary  representations  and warranties
relating to, among other things, (i) organization, qualification,  authorization
and similar  corporate matters of the Acquired  Companies;  (ii) delivery of and
accuracy  and  completeness  of certain  financial  statements  of the  Acquired
Companies; (iii) absence of material changes in the Acquired Companies since May
31, 1996; (iv) extent of and title to assets of the Acquired Companies; (v) that
execution  and delivery of the Exchange  Agreement  will not violate the charter
documents  of  the  Acquired  Companies  or  VRC or  cause  VRC or the  Acquired
Companies to breach any agreement or judgment,  or accelerate any  indebtedness;
(vi) the Acquired Companies' compliance with laws, including holding all rights,
permits,  consents and  licenses  necessary  to conduct its  business;  (vii) no
undisclosed  threatened or pending litigation of VRC or the Acquired  Companies;
(viii) taxes and tax returns of the Acquired Companies; (ix) insurance policies,
labor  arrangements,   compensation  of  personnel,   employment  contracts  and
compliance  with and  qualification  of employee  benefit  plans of the Acquired
Companies; (x) trade names, trademarks,  service marks, copyrights,  patents and
any pending  registrations  or  applications  of the  Acquired  Companies;  (xi)
absence of  undisclosed  liabilities of the Acquired  Companies;  (xii) material
contracts,  commitments,  instruments and leases to which the Acquired Companies
is a party and no  breach  thereof;  (xiii) no  employment  of  services  of any
brokers by the Acquired  Company or VRC in connection  with the Exchange;  (xiv)
delivery  of  securities  documents  and  filings  of the  Company to Dr. Ali A.
Choudhury and Dr. Martin P. Harpen; (xv) no untrue representation or warranty of
the Company or the Acquired  Companies;  (xvii) no  transactions by the Acquired
Companies with affiliates thereof;  and (xviii) the transaction  qualifying as a
pooling of interests transaction.

Closing Agreements

     Under the Agreement,  the parties  executed,  acknowledged and delivered at
the Closing a number of agreements including a Medical Director Contract between
VRC and Portsmouth Nephrology,  P.C. and a Real Estate Agreement between VRC and
Dr. Choudhury and Dr. Harpen.


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                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

INCORPORATION BY REFERENCE...................................................  1
CERTAIN TERMS OF THE ACQUISITION.............................................  2


                                   PROSPECTUS

AVAILABLE INFORMATION........................................................  2
INCORPORATION BY REFERENCE...................................................  2
THE COMPANY..................................................................  4
RISK FACTORS.................................................................  5
PRICE RANGE OF COMMON STOCK.................................................. 10
DIVIDEND POLICY.............................................................. 10
SELECTED SUPPLEMENTAL CONSOLIDATED FINANCIAL DATA............................ 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
  AND RESULTS OF OPERATIONS.................................................. 12
BUSINESS..................................................................... 16
MANAGEMENT................................................................... 25
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS............................ 32
LEGAL MATTERS................................................................ 32
EXPERTS...................................................................... 32


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                                 451,702 SHARES

                               VIVRA INCORPORATED

                                  COMMON STOCK

                                   ----------

                              PROSPECTUS SUPPLEMENT
                                 August 22, 1996

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