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                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   FEBRUARY 7, 1997

                                INTEVAC, INC.                  
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               (Exact name of registrant as specified in charter)

          CALIFORNIA                   0-26946                 94-3125814 
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(State or other jurisdiction        (Commission              (IRS Employer
      of incorporation)             File Number)           Identification No.)

   3550 BASSETT STREET, SANTA CLARA, CALIFORNIA                  95054
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(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code          (408) 986-9888

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

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ITEM 5.  Other Events

                 On February 7, 1997, Intevac, Inc. issued a press release
announcing the offering of convertible subordinated notes.  The press release
is attached hereto as Exhibit 7.1.

ITEM 7.          Financial Statements, Pro Forma Financial Information and

         (a)     Financial Statements of Businesses Acquired.  None.

         (b)     Pro Forma Financial Information.  None.

         (c)     Exhibits.  The following document is filed as an exhibit to
                 the report:
                 (1)  Press Release dated February 7, 1997.

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                 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.

                                           Intevac, Inc.                  

Date:  February 10, 1997                   By    /s/ Charles B. Eddy III
                                               Name:    Charles B. Eddy III
                                               Title:   Chief Financial Officer

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                               Index to Exhibits

Exhibit No.         Description of Document                   Numbered Page No.
- -----------         -----------------------                  -----------------
<S>                 <C>                                            <C>
7.1                 Press Release, dated February 7, 1997           5

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                                  EXHIBIT 7.1
                     Press Release, dated February 7, 1997


SANTA CLARA, Calif., Feb. 7, 1997 -- Intevac, Inc. (Nasdaq: IVAC), announced
today that, subject to market conditions, it intends to raise approximately 
$50 million (excluding the proceeds of the overallotment option, if any) 
through an offering of convertible subordinated notes within the United States 
to qualified institutional investors and outside the United States to non-U.S.
investors.  The notes would have a term of seven years and be convertible into
Intevac common stock.  No other terms were disclosed.

The Company stated that it expects to use the net proceeds of the offering for
general corporation purposes, including working capital, and may also apply a
portion of the net proceeds to the acquisition of related businesses, products
and technologies.

The securities to be offered will not be registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered
or sold in the United States absent registration under the Securities Act and
applicable state securities laws or available exemptions from registration
requirements.  SOURCE
 Intevac Inc.