<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: InVision Technologies, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 461851107
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Peter Amato, c/o Anaconda Capital Management,
730 Fifth Avenue, 15th Floor, New York, NY 10019, (212) 698-9600
(Date of Event which Requires Filing of this Statement)
August 19, 1996
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
<PAGE>
be subject to all other provisions of the Act (however, see the
Notes).
2
<PAGE>
CUSIP No. 461851107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anaconda Opportunity Fund, L.P. # 13-3073256
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
239,659
9. Sole Dispositive Power:
10. Shared Dispositive Power:
239,659
11. Aggregate Amount Beneficially Owned by Each Reporting Person
239,659
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
3
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
5.6%
14. Type of Reporting Person
PN
4
<PAGE>
CUSIP No. 461851107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anaconda Capital, L.P. # 13-3736500
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
239,659
9. Sole Dispositive Power:
10. Shared Dispositive Power:
239,659
11. Aggregate Amount Beneficially Owned by Each Reporting Person
239,659
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
5
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
5.6%
14. Type of Reporting Person
PN
6
<PAGE>
CUSIP No. 461851107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mitchell J. Kelly # ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
239,659
9. Sole Dispositive Power:
10. Shared Dispositive Power:
239,659
11. Aggregate Amount Beneficially Owned by Each Reporting Person
239,659
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
7
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
5.6%
14. Type of Reporting Person
IN
8
<PAGE>
Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock (the
"Common Stock") of InVision Technologies, Inc. (the
"Company"). The Company's principal executive office is
located at 3420 E. Third Ave., Foster City, CA 94404.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Anaconda
Opportunity Fund, L.P. (the "Partnership"), a New York
limited partnership, Anaconda Capital, L.P.,
("Anaconda"), a Delaware partnership, and Mitchell J.
Kelly (together the "Reporting Persons"). Anaconda is
the general partner of the Partnership, and Mr. Kelly is
the managing general partner of Anaconda. The principal
office of all Reporting Persons is at 730 Fifth Avenue,
New York, New York 10019.
Mr. Kelly has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). None of the
Reporting Persons has during the last five years been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Mr. Kelly is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, the Reporting Persons
beneficially own 239,659 shares of Common Stock. All
239,659 shares of Common Stock are held by the
Partnership over which Anaconda and Mr. Kelly have
investment discretion. The 239,659 shares of the Common
Stock were acquired through the conversion of a Common
Stock Purchase Warrant (the "Warrant") at an aggregate
exercise price of $2,173,749.60. 30,000 shares had
previously been sold short, and 15,000 shares were
purchased from the open market at an aggregate price of
$265,000 to partially cover the short sale. The funds
for conversion of the Warrant and the purchase of the
Common Stock came from the Partnership's own funds.
9
<PAGE>
Item 4. PURPOSE OF TRANSACTIONS.
The shares of Common Stock beneficially owned by the
Reporting Perosns were acquired for, and are being held
for, investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. INTEREST IN SECURITIES OF ISSUER.
As of the date hereof, the Reporting Persons are the
beneficial owners of 239,659 shares of Common Stock.
Based on information from the Company 4,274,289 shares
of Common Stock are believed to be outstanding.
Therefore, the Reporting Persons are deemed to
beneficially own 5.6% of the outstanding shares of
Common Stock. The Reporting Persons share the power to
vote, direct the vote, dispose of or direct the
disposition of all the shares of Common Stock that they
are currently deemed to beneficially own.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock that were effected by the
Reporting Persons during the past 60 days.
10
<PAGE>
Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
August , 1996
Anaconda Opportunity Fund, L.P.
By: Anaconda Capital, L.P.
General Partner
By: /s/ Mitchell J. Kelly
__________________________
Mitchell J. Kelly
Managing General Partner
Anaconda Capital, L.P.
By: /s/ Mitchell J. Kelly
__________________________
Mitchell J. Kelly
Managing General Partner
Mitchell J. Kelly
/s/ Mitchell J. Kelly
______________________________
11
<PAGE>
EXHIBIT A
SCHEDULE OF TRANSACTIONS
Date Shares Purchased Price Per Share
or (Sold) (Not Including Commission)
____ _______________ ______________________
7/25/96 (17,500) $20.4464
7/26/96 (2,500) $21.5000
7/29/96 (10,000) $29.4275
8/12/96 7,500 $17.6667
8/13/96 5,000 $17.6250
8/14/96 2,500 $17.7500
8/19/96 239,659* $9.0702**
________________
* Converted from Common Stock Purchase Warrant.
** Average exercise price per share.
12
01474002.AA3
