UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(dDate of earliest event reported): November 5, 2003

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2003

INVIVO CORPORATION

(Exact name of the Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-15963		77-0115161
(Commission File Number)		(IRS Employer Identification No.)
(Commission		(IRS Employer
File Number)		Identification
		No.)


4900 Hopyard Road, Suite 210, Pleasanton, CA		94588

(Address of principal executive offices)		(Zip code)

(925) 468-7600

(The Registrant’s telephone number)

(Former name or ~~former~~forme address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events.
SIGNATURE
EXHIBIT INDEX
Exhibit 99.01
Exhibit 3.02

Item 5. Other Events.

On November 5, 2003, the Board of Director of Invivo Corporation (the “Company”) ~~issued~~amended the by-laws of the Company. The amendment added a ~~press~~new ~~release~~Section 12 ~~stating~~to ~~that~~Article II of the ~~Company’s~~by-laws ~~Board~~which ofrequires ~~Directors~~that ~~had~~stockholders desiring ~~unanimously~~to ~~rejected~~submit director nominations or other business for consideration at a ~~proposal~~meeting ~~submitted~~of tostockholders itmust onprovide ~~October 16~~notice, ~~2003~~and bycertain ~~Intermagnetics~~information, ~~General~~to the ~~Corporation~~Company ~~(“IGC”)~~within toa ~~engage~~specified intime ~~exclusive~~period ~~negotiations~~prior ~~for~~to ~~IGC’s~~the ~~acquisition of Invivo~~meeting. AThe ~~copy~~restated bylaws of the ~~press~~Company ~~release~~are is attached in their entirety as Exhibit 993.0102 to this Current Report.

-2-

SIGNATURE

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 hereunto duly authorized.

Date: November 4, 2003		INVIVO CORPORATION
Date: November 7, 2003		INVIVO CORPORATION
	By:	/s/ ~~JOHN~~John F. ~~GLENN~~Glenn
		John F. Glenn Vice President-Finance and Chief Financial Officer
		John F. Glenn
		Vice President-Finance and
		Chief Financial Officer

-3-

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.01		Press Release, dated November 4, 2003, issued by Invivo Corporation.
3.02		Restated Bylaws of the Registrant.

-4-

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · INVIVO CORP