REGISTRATION NO. 333-110975
                                  UNITED STATES
                             WASHINGTON, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                   TO 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 of                (I.R.S. Employer
       incorporation or organization)              Identification Number)

                          4900 HOPYARD ROAD, SUITE 210
                              PLEASONTON, CA 94588
                                 (925) 468-7600
                    (Address of principal executive offices)

                             1994 STOCK OPTION PLAN
                            (Full title of the plan)

                                GLENN H. EPSTEIN
                             CHIEF EXECUTIVE OFFICER
                               INVIVO CORPORATION
                             450 OLD NISKAYUNA ROAD
                                  P.O. BOX 461
                             LATHAM, NEW YORK 12110
                                 (518) 712-1122
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Clare O'Brien, Esq.
                             Shearman & Sterling LLP
                              599 Lexington Avenue
                            New York, New York 10022



            This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8, Registration No. 333-110975 (the "Registration Statement"), of Invivo
Corporation (the "Company") pertaining to the 150,000 shares of the Company's
common stock, par value $0.01 per share ("Common Stock"), which was filed with
the Securities and Exchange Commission and became effective on December 5, 2003.
The Registration Statement registered 150,000 shares of Common Stock for sale
pursuant to the 1994 Stock Option Plan. On December 17, 2003, the Company,
Intermagnetics General Corporation ("Intermagnetics") and Invivo Acquisition
Corporation f/k/a Magic Subsidiary Corporation, a wholly owned subsidiary of
Intermagnetics ("Purchaser"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which Purchaser will merge with and into the
Company, with the Company surviving as a wholly owned subsidiary of
Intermagnetics (the "Merger"). The Merger became effective on January 27, 2004
(the "Effective Time") upon filing of the Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware.

            As a result of the Merger, the offering pursuant to the Registration
Statement has been terminated. In accordance with an undertaking made by the
Company in the Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities which remain unsold at the
termination of the offering, the Company hereby removes from registration the
securities of the Company registered, but unsold, under the Registration

                                     PART II


            Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
post-effective Amendment No. 1 to its Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 27th
day of January, 2004.

                                       INVIVO CORPORATION

                                       By: /s/ Glenn H. Epstein
                                       Name: Glenn H. Epstein
                                       Title: Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this post-effective Amendment No. 1 has been signed below by the
following persons in the indicated capacities on the 27th day of January, 2004.

Signature                              Capacity
---------                              --------
/s/ Glenn H. Epstein                   Chief Executive Officer and Director
------------------------------------   (principal executive officer)
Glenn H. Epstein

/s/ Michael K. Burke                   Treasurer and Director
------------------------------------   (principal financial officer and
Michael K. Burke                       accounting principal officer)

/s/ Thomas J. O'Brien                  President and Director
Thomas J. O'Brien