WASHINGTON, D.C. 20549

                                     FORM 15

             Certification and Notice of Termination of Registration
                 Under Section 12(g) of the Securities Exchange
                Act of 1934 or Suspension of Duty to File Reports
                       Under Sections 13 and 15(d) of the
                       Securities and Exchange Act of 1934

                        Commission File Number 000-15963

                               Invivo Corporation
             (Exact name of registrant as specified in its charter)

        4900 Hopyard Road, Suite 210, Pleasanton CA 94588, (925) 468-7600
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                     Common Stock, par value $0.01 per share
            (Title of each class of securities covered by this Form)

(Title of all other classes of securities for which a duty to file reports under
                         Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)         [x]         Rule 12h-3(b)(1)(i)        [x]
Rule 12g-4(a)(1)(ii)        [ ]         Rule 12h-3(b)(1)(ii)       [ ]
Rule 12g-4(a)(2)(i)         [ ]         Rule 12h-3(b)(2)(i)        [ ]
Rule 12g-4(a)(2)(ii)        [ ]         Rule 12h-3(b)(2)(ii)       [ ]
                                        Rule 15d-6                 [ ]

Approximate number of holders of record as of the certification or notice
date:       1

            Pursuant to the requirements of the Securities Exchange Act of 1934,
Invivo Corporation has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

Dated: January 27, 2004                By:    /s/ Glenn H. Epstein
                                       Name:  Glenn H. Epstein
                                       Title: Chief Executive Officer