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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  FORM 10-Q/A



            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996




                         Commission file number 0-22332

                           INSITE VISION INCORPORATED
             (Exact name of registrant as specified in its charter)






                                                 
           DELAWARE                                   94-3015807
(STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)






                              965 ATLANTIC AVENUE
                               ALAMEDA, CA 94501
          (Address of Principal Executive Offices, including Zip Code)




       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 865-8800




         Indicate by check mark whether the registrant:  (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No 
                                               ---     ---

         The number of shares of registrant's common stock, $.01 par value,
outstanding as of June 30, 1996: 12,689,792.
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ITEM 6.  EXHIBITS

a)  Exhibits


                                  
                Number               Exhibit Table
                ------               -------------

                   27                Financial Data Schedule






                                   SIGNATURES

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 thereunto duly authorized.



                               
                                      INSITE VISION INCORPORATED




Dated: November 1, 1996          by:    /s/   S. Kumar Chandrasekaran
                                        -------------------------------
                                              S. Kumar Chandrasekaran, Ph.D.
                                              Chairman of the Board,
                                              Chief Executive Officer
                                              and Chief Financial Officer