<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------
                                FORM 10-QSBA-1

            [ X ] Quarterly Report pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934
                  For the quarterly period ended September 30, 1996

     Date of Report (Date of earliest event reported):  November 13, 1996 
                             (September 30, 1996)       ----------------- 
                             --------------------

            [   ]  Quarterly report pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934
                   For the transition period from _________  to _________

                        Commission File Number 0-21758
                      ----------------------------------
                        DIAGNOSTIC HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

       Delaware                                                22-2960048
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                 Identification No.)

             2777 Stemmons Freeway, Suite 1525, Dallas, Texas 75207
          (Address of principal executive offices, including zip code)

                                 (214)634-0403
             (Registrant's telephone number, including area code)
                      ----------------------------------
        (Former name, former address and former fiscal year if changed 
                              since last report)

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 
                                  -----      -----        

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PAST FIVE YEARS.

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                              Yes         No 
                                  -----      -----

As of September 30, 1996, there were 8,297,332 issued and 8,064,073 shares
outstanding of Registrant's common stock, $.001 per value.

This first amendment to the Company's Form 10-QSB, originally dated November 13,
1996, is being filed for the purpose of correcting and clarifying information
previously stated in Item 2. Management's Discussion and Analysis or Plan of
Operations under the Results of Operations section.
<PAGE>
 
               DIAGNOSTIC HEALTH SERVICES, INC. AND SUBSIDIARIES

                        QUARTERLY REPORT ON FORM 10-QSB

                                     INDEX



PART I.  Financial Information                                          PAGE NO.

Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheet - September 30, 1996                            2-3
 
Consolidated Statements of Operations
Nine months ended September 30, 1995 and 1996                                4
 
Consolidated Statements of Operations
Three months ended September 30, 1995 and 1996                               5
 
Consolidated Statements of Stockholders' Equity
September 30, 1996                                                           6
 
Consolidated Statements of Cash Flows
Nine months ended September 30, 1995 and 1996                                7
 
Consolidated Statements of Cash Flows
Three months ended September 30, 1995 and 1996                               8
 
Notes to Consolidated Financial Statements                                9-12
 
Item 2.  Management's Discussion and Analysis or
Plan of Operation                                                        13-16
 
 
PART II.  Other Information                                                 17
 
Signatures                                                                  18
 
Item 6. Exhibits and Reports on Form 8-K                                    19
 
Exhibit 1 - Statement re:  computation of per share earnings                20
<PAGE>
 
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES
                    Consolidated Balance Sheet (Unaudited)
                              September 30, 1996

                                    ASSETS
                                    ------
<TABLE>
<CAPTION>
<S>                                                                <C> 
Current Assets:
 Cash and cash equivalents                                         $ 6,583,276
 Short term investments                                              5,000,000
 Trade receivables, net                                              3,988,436
 Contract receivables - current                                        696,737
 Deferred federal income taxes                                          55,023
 Prepaid expenses and other                                          1,527,298
                                                                   -----------
                                                  
   Total Current Assets                                             17,850,770
                                                                   -----------
                                                  
PROPERTY & EQUIPMENT:                             
 Property and equipment, at cost                                    13,500,467
 Less accumulated depreciation and amortization                     (4,603,778)
                                                                   -----------
                                                  
   Total Property & Equipment                                        8,896,689
                                                                   -----------
                                                  
OTHER ASSETS:                                     
 Deposits and other assets                                           1,193,357
 Contract receivables - long-term                                    3,712,045
 Goodwill                                                            5,975,893
 Noncompete agreements                                               1,507,473
  Less: Accumulated amortization                                    (1,240,799)
                                                                   -----------
                                                  
  Total Other Assets                                                11,147,969
                                                                   -----------
                                                  
TOTAL ASSETS                                                       $37,895,428
                                                                   ===========
</TABLE>

                                                                               2
<PAGE>
 
                      LIABILITIES & STOCKHOLDERS' EQUITY
                      ----------------------------------
<TABLE>
<CAPTION>
<S>                                                                <C>
Current Liabilities:
 Accounts payable and accrued liabilities                          $ 1,056,281
 Current lease obligations                                           1,390,027
 Current portion of long-term debt                                     296,164
 Notes payable                                                         620,000
 Federal income tax payable                                            833,555
                                                                   -----------
                                                                  
   Total Current Liabilities                                         4,196,027
                                                                  
Long-term lease obligations                                          2,074,585
Long-term debt                                                       2,252,386
Deferred federal income taxes                                          205,961
Other liabilities                                                      852,624
                                                                   -----------
                                                                  
   TOTAL LIABILITIES                                                 9,581,583
                                                                   -----------
                                                                  
Stockholders' Equity:                                             
 Common stock, $.001 par value, authorized                        
  15,000,000 shares;  issued 8,297,332                            
  shares and outstanding 8,064,073 shares                                8,297
 Additional paid-in capital                                         26,694,459
 Retained earnings                                                   1,828,496
 Foreign currency translation adjustments                               (6,256)
 Stockholder receivable                                               (103,500)
 Treasury stock (at cost)                                             (107,651)
                                                                   -----------
                                                                  
TOTAL STOCKHOLDERS' EQUITY                                          28,313,845
                                                                   -----------
                                                                  
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $37,895,428
                                                                   ===========
</TABLE>

                                                                               3
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES
               Consolidated Statements of Operations (Unaudited)

<TABLE>
<CAPTION>
                                             Nine Months Ended September 30,
                                             --------------------------------
                                                    1996          1995
                                                -----------    -----------
<S>                                             <C>            <C> 
Revenues:
 Gross revenues                                 $16,747,158    $12,253,045
                                                -----------    -----------
                                                 
Expenses:                                        
 General & administrative                           925,005        718,819
 Salaries & employee benefits                     8,264,697      6,616,449
 Legal & professional                                86,594        204,753
 Rent & utilities                                   267,995        218,675
 Taxes & insurance                                  301,887        347,641
 Technical operating expenses                     2,315,352      1,593,853
 Provision (credit) for doubtful                 
  accounts                                           (1,458)        86,798
 Depreciation and amortization                    1,639,442      1,118,613
                                                -----------    -----------
  Total operating expenses                       13,799,514     10,905,601
                                                -----------    -----------
                                                 
Income  from operations                           2,947,644      1,347,444
                                                 ----------    -----------
                                                 
Other income (expense):                          
 Other income                                       246,111         36,933
 Interest expense                                  (663,785)      (274,979)
                                                -----------    -----------
  Total other income (expense)                     (417,674)      (238,046)
                                                -----------    -----------
                                                 
INCOME BEFORE INCOME TAXES                        2,529,970      1,109,398
Provision for Federal Income Taxes                  809,590        138,339
                                                -----------    -----------
                                                 
NET INCOME                                      $ 1,720,380    $   971,059
                                                ===========    ===========
                                                 
Earnings per share:                             
 Primary                                        $      0.24    $      0.18
                                                ===========    ===========
 Fully diluted                                  $      0.22    $      0.18
                                                ===========    ===========
                                                 
Weighted average common shares - primary          7,165,006      5,317,971
                                                ===========    ===========
Weighted average common shares - fully           
 diluted                                          7,777,781      5,472,478
                                                ===========    ===========
</TABLE>

                                                                               4
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES
               Consolidated Statements of Operations (Unaudited)

<TABLE>
<CAPTION>
                                               Three Months Ended September 30,
                                               --------------------------------
                                                     1996          1995
                                                   ----------   ----------
<S>                                                <C>          <C>
Revenues:
 Gross revenues                                    $6,173,571   $4,602,102
                                                   ----------   ----------
 
Expenses:
 General & administrative                             331,697      263,959
 Salaries & employee benefits                       2,894,355    2,426,813
 Legal & professional                                  34,959       50,261
 Rent & utilities                                     109,089       84,294
 Taxes & insurance                                    121,919      111,077
 Technical operating expenses                         885,509      543,011
 Provision for doubtful accounts                        1,610       31,986
 Depreciation and amortization                        656,615      439,765
                                                   ----------   ----------
  Total operating expenses                          5,035,753    3,951,166
                                                   ----------   ----------
                                       
Income from operations                              1,137,818      650,936
                                                   ----------   ----------
                                       
Other income (expense):                
 Other income                                          84,840        6,625
 Interest expense                                    (142,926)    (136,571)
                                                   ----------   ----------
  Total other income (expense)                        (58,086)    (129,946)
                                                   ----------   ----------
                                       
INCOME BEFORE INCOME TAXES                          1,079,732      520,990
                                       
Provision for Federal Income Taxes                    350,314      138,339
                                                   ----------   ----------
                                       
NET INCOME                                         $  729,418   $  382,651
                                                   ==========   ==========
                                       
Earnings per share:                                $     0.08   $     0.07
                                                   ==========   ==========
 Primary                                           $     0.08   $     0.07
                                                   ==========   ==========
 Fully diluted
 
Weighted average common shares - primary            9,072,468    5,348,520
                                                   ==========   ==========
Weighted average common shares - fully diluted      9,591,654    5,503,027
                                                   ==========   ==========
</TABLE>

                                                                               5
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES
          Consolidated Statement of Stockholders' Equity (Unaudited)
                 For the Nine Months Ended September 30, 1996
<TABLE> 
<CAPTION> 
                                           Additional                 Foreign       Stock
                                  Common     Paid-in     Retained     Currency   Subscription  Stockholder    Treasury
                                  Stock      Capital     Earnings   Translation   Receivable    Receivable      Stock      Total
                                  --------------------------------------------------------------------------------------------------
<S>                               <C>      <C>           <C>         <C>         <C>           <C>           <C>        <C> 
Balance, January 1, 1996          $5,206   $ 9,018,442    $108,118    ($6,171)     ($8,250)     ($103,500)   ($107,651) $ 8,906,194

Net income                                               1,720,378                                                        1,720,378

Stock issued - secondary 
  offering                         2,955    17,501,725                                                                   17,504,680

Foreign currency translation                                              (85)                                                  (85)

Shares issued in connection
with the following acquisitions:
    NPE/PEDI                          86       425,915                                                                      426,001
     CCI                              23      (429,897)                                                                    (429,874)

Stock options exercised                1         1,468                                                                        1,469

Proceeds from stock subscription
receivable                                                                           8,250                                    8,250

Stock issued in payment of debt       26       176,806                                                                      176,832
                                  -------------------------------------------------------------------------------------------------
Balance, September 30, 1996       $8,297   $26,694,459  $1,828,496    ($6,256)          $0      ($103,500)   ($107,651) $28,313,845
                                  ==================================================================================================
</TABLE> 
                                                                               6
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES
               Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                         1996          1995
                                                     -----------   -----------
<S>                                                  <C>           <C> 
Cash Flows from Operations:
  Net income                                         $ 1,720,378   $   971,059
Adjustments to Reconcile Net Income to              
  Net Cash Provided by Operations:                 
  Depreciation and amortization                        1,639,442     1,118,613
  Foreign currency translation                               (85)       (2,459)
  (Increase) in trade receivable                        (920,137)   (1,030,594)
  (Increase) in contracts receivable                  (2,516,293)   (1,023,504)
  (Increase) in prepaid and other assets                (859,518)     (548,847)
  Increase (decrease) in accounts payable           
   and accrued liabilities                              (484,650)      828,715
  Increase in income taxes payable                       809,590       158,381
  Increase (decrease) in other liabilities               566,606      (174,011)
                                                     -----------   -----------
Net Cash Provided by (USED IN) Operations                (44,667)      297,353
                                                     -----------   -----------
                                                    
Cash Flows FROM Investing Activities:               
  (Increase) in cash investments                      (5,000,000)    1,450,100
  Cash payments for the purchase of  property           (659,926)     (250,296)
  Acquisition of businesses net of cash acquired         (28,141)     (248,556)
  (Increase) in deposits and other assets               (989,753)     (133,081)
                                                     -----------   -----------
Net Cash Provided by (USED IN) Investing            
 Activities                                           (6,677,820)      818,167
                                                     -----------   -----------
                                                    
Cash Flows from Financing Activities:               
  Proceeds from issuance of common stock              17,703,946         1,874
  Proceeds from stock subscription receivable              8,250            --
  Proceeds from issuance of bridge loans               2,000,000            --
  Net borrowings on line of credit                       (80,000)      646,748
  Principal payments on long-term debt                (6,101,898)     (972,996)
  Principal payments on capital lease obligations       (929,714)     (464,524)
                                                     -----------   -----------
Net Cash Provided by (Used IN) Financing            
  Activities                                          12,600,584      (788,898)
                                                     -----------   -----------
                                                    
Net increase (decrease) in cash                        5,878,097       326,622
Cash balance, beginning of period                        705,179       278,319
                                                     -----------   -----------
Cash balance, end of period                          $ 6,583,276   $   604,941
                                                     ===========   ===========
</TABLE>

                                                                               7
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES
               Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended September 30,
                                                --------------------------------
                                                         1996        1995
                                                     -----------   ---------
<S>                                                  <C>           <C>
Cash Flows from Operations:
  Net income                                         $   729,416   $ 382,651
Adjustments to Reconcile Net Income to             
  Net Cash Provided by Operations:                
  Depreciation and amortization                          656,616     522,819
  Foreign currency translation                                11        (982)
  (Increase) decrease in trade receivable               (311,018)   (681,015)
  (Increase) in contracts receivable                  (1,176,134)   (336,284)
  (Increase) in prepaid and other assets                (296,866)   (105,593)
  Increase (decrease) in accounts payable          
   and accrued liabilities                              (159,481)    443,697
  Increase in income taxes payable                       350,314     158,381
  Increase (decrease) in other liabilities               281,003     (22,477)
                                                     -----------   ---------
Net Cash Provided by (used in) Operations                 73,861     361,197
                                                     -----------   ---------
                                                   
Cash Flows from Investing Activities:              
  Cash payments for the purchase of  property           (322,267)    (11,293)
  Decrease in cash investments                                --     150,000
  Acquisition of businesses net of cash acquired          86,434     (80,815)
  (Increase) in deposits and other assets               (734,789)   (316,300)
                                                     -----------   ---------
Net Cash Provided by (used in) Investing           
  Activities                                            (970,622)   (258,408)
                                                     -----------   ---------
                                                   
Cash Flows from Financing Activities:              
  Proceeds from issuance of common stock               2,274,614         937
  Net borrowings on line of credit                       620,000     175,000
  Principal payments on long-term debt                   (76,969)   (255,337)
  Principal payments on capital lease obligations       (465,190)   (269,479)
                                                     -----------   ---------
Net Cash Provided by (used in) Financing           
  Activities                                           2,352,455    (348,879)
                                                     -----------   ---------
                                                   
Net increase (decrease) in cash                        1,455,694    (246,090)
Cash balance, beginning of period                      5,127,582     851,031
                                                     -----------   ---------
Cash balance, end of period                          $ 6,583,276   $ 604,941
                                                     ===========   =========
</TABLE>

                                                                               8
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

NOTE 1. GENERAL

The unaudited consolidated financial statements included herein for Diagnostic
Health Services, Inc. and subsidiaries ("DHS" or the "Company") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission and include all adjustments which are, in the opinion of management,
necessary for a fair presentation. Certain information and footnote disclosures
required by generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. Certain 1995 balances have been
reclassified to conform to the 1996 presentation.  These financial statements
include the accounts of the Company and its subsidiaries, which are set forth in
the following table.

                      [ORGANIZATIONAL CHART APPEARS HERE]


In addition to the above, DHSMS has one inactive wholly-owned subsidiary,
HomeCare International, Inc.

The Company is a leading outsource provider of medical services to hospitals,
physicians' offices and other healthcare facilities primarily in the Midwest and
South Central United States.  The Company provides radiology and cardiology
diagnostic services and equipment, as well as departmental management services
to healthcare facilities on an in-house and shared basis.  The Company also
provides skilled allied healthcare personnel on a temporary basis to perform a
variety of functions in hospitals, long-term care facilities, physicians'
offices, clinics and home healthcare settings.

NOTE 2. SECONDARY OFFERING

On June 12, 1996, the Company completed a public offering (the "Secondary
Offering") of  3,000,000 shares of common stock at an offering price to the
public of $6.75 per share.  Of the shares sold, 2,555,000 were sold by the
Company, and 445,000 shares were sold by selling stockholders.  Net proceeds to
the Company, after incurred expenses, were approximately $14,980,000.

On July 5, 1996, the investment banking firm of Rodman & Renshaw, Inc., as
representative of the several underwriters in the Secondary Offering, exercised
their over-allotment option to purchase from DHS an additional 400,000 shares of
common stock.  The additional net proceeds to DHS were  $2,524,500.

DHS realized total net proceeds from the Secondary Offering of approximately
$17,504,500.  The proceeds have been and will be used for acquisitions, capital
expenditures, working capital and retirement of outstanding debt.

                                                                               9
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

NOTE 3. ACQUISITIONS

On March 9, 1995, effective as of January 1, 1995, DHSMS (through a new wholly-
owned subsidiary, HDI Acquisition Corp.) acquired the businesses of three San
Antonio, Texas-based companies which are in similar lines of business as the
Company.  The acquisitions of Sector-Echos Inc. ("SEI"), Cardio-Graphic
Consultants, Inc. ("CGCI") and Heart Diagnostic Institutes, Inc. ("HDII") were
made for a combination of $352,000 in cash and 84,211 shares of DHS common
stock.  The Company acquired net assets of approximately $659,000 including
goodwill of approximately $399,000 in connection with the acquisitions.  The
Company plans to merge the acquired businesses into another wholly-owned
subsidiary of DHSMS during 1996.

On July 31, 1995, the Company, through DHSMS' wholly-owned subsidiary,
Specialized Imaging Services Inc. ("SIS"), purchased substantially all of the
operating assets (exclusive of cash and accounts receivable) of the mobile
ultrasound and nuclear imaging division of MICA Imaging, Inc.  The purchase
included approximately $5,034,000 of various assets including goodwill of
approximately $2,528,000.  The purchase price was approximately $3,746,000 in
cash, and SIS assumed liabilities of approximately $1,288,000.

Simultaneous with the closing of the MICA acquisition, the Company and its
subsidiaries entered into a loan agreement with Texas Commerce Bank National
Association, providing for an acquisition loan in the principal amount of
$3,750,000, a term loan in the principal amount of $1,000,000, and a revolving
credit facility of up to $1,000,000 (or, if less, 75% of the Company's and its
subsidiaries' eligible accounts receivable from time to time).  In connection
with the ADI acquisition described in Note 4 below, the Company obtained an
additional $600,000 term loan under the loan agreement.  All of these loans
(other than $2,000,000 of term loans, which is under a hedge contract) were
repaid in June 1996 out of the net proceeds of the Secondary Offering.

In January 1996, Mobile Diagnostic Systems, Inc. ("MDS", a wholly-owned
subsidiary of DHSMS) acquired all of the outstanding capital stock of two
affiliated Dallas, Texas-based businesses, Neonatal Pediatric Echocardiography,
Inc. ("NPE") and Pediatric Echocardiagraphic Diagnostic Imaging, Inc. ("PEDI"),
in exchange for an aggregate of 85,200 shares of DHS common stock.  The Company
acquired net assets of approximately $426,000 including goodwill of
approximately $248,000 in connection with the acquisitions.

On June 28, 1996, MDS acquired all of the outstanding capital stock of Cardiac
Concepts, Inc.  ("CCI").  The purchase price consisted of 22,785 shares of the
Company's common stock, in consideration of which the Company received net
liabilities valued at approximately $430,000.  On the date of the acquisition,
the Company also issued 26,861 shares of common stock in payment of
approximately $177,000 of the debt and liabilities of CCI.  The acquisition of
CCI has been accounted for under the purchase method of accounting with the
purchase price being allocated to assets and liabilities based upon their fair
market value at the date of acquisition.  No goodwill was recognized with this
transaction.

                                                                              10
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

NOTE 4. POOLING OF INTERESTS

On December 7, 1995, the Company issued 240,000 shares of its common stock in
exchange for all of the outstanding common stock of an S corporation, Advanced
Diagnostic Imaging, Inc. ("ADI").  The transaction has been accounted for as a
pooling of interests and, accordingly, the Company's consolidated financial
statements have been restated to include the accounts and operations of ADI for
all periods presented prior to the consummation of the transactions.

ADI was a Subchapter S corporation for income tax purposes and, therefore, did
not pay federal income taxes.  ADI will be included in the Company's federal
income tax return effective November 30, 1995.  Deferred income taxes related to
acquired net temporary differences were not material.

As a result of the pooling of interests with ADI, the Company's previously
reported gross revenues and net income for the three months ended September 30,
1995 of $4,288,158 and $336,561, respectively, have been restated to reflect
ADI's adjusted gross revenues and adjusted net income of $313,994 and $46,090,
respectively.

As a result of the pooling of interests with ADI, the Company's previously
reported gross revenues and net income for the nine months ended September 30,
1995 of $11,271,567 and $853,377, respectively, have been restated to reflect
ADI's adjusted gross revenues and adjusted net income of $981,478 and $117,682,
respectively.


NOTE 5. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for the nine months ended September 30, 1996 for interest was
approximately $664,000.

The Company acquired assets in exchange for the issuance of common stock and the
assumption of various liabilities in connection with the acquired businesses.
Cash and noncash investing and financing activities related to the acquisitions
consisted of the following:
<TABLE> 
<CAPTION> 
                                      1995                 1996
                                    --------             --------
       <S>                          <C>                  <C>   
       Assets acquired              $862,436             $990,998
       Liabilities assumed          (273,676)            (901,333)
       Common stock issued          (200,001)               3,873
                                    --------             --------
       Total cash paid               388,759               93,538
       Fees and expenses             (36,759)             (73,031)
       Less cash acquired            (73,778)              (7,034)
                                    --------             --------  
       Net cash paid                $278,222             $ 13,473
                                    ========             ========
</TABLE> 
 
The Company also recognized assets and obligations under noncompete agreements
of approximately $184,000 for the nine months ended September 30, 1996.

Property and equipment acquired under capital leases for the nine months ended
September 30, 1996 was approximately  $2,392,000.

                                                                              11
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

NOTE 6.  SUBSEQUENT EVENTS

In November 1996, the Company consummated the acquisitions of  Dysrythmic Data,
Inc.  ("DDI") and the Advanced Clinical Technology, Inc. ultrasound division
("ACT") of Horizon/CMS Healthcare Corporation.  The consideration paid for DDI
consisted of 39,521 shares of common stock of the Company.  The consideration
paid for ACT consisted of approximately $12,630,000 in cash and $4,500,00 in the
form of 642,857 shares of convertible redeemable Series A Preferred Stock of the
Company.  The Company will file a current report on form 8-K with respect to the
ACT acquisition, within the time period prescribed by the applicable rules of
the Securities and Exchange Commission.

                                                                              12
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

Item 2.  Management's Discussion and Analysis or Plan of Operations

RESULTS OF OPERATIONS

The following table sets forth operating data of the Company as a percentage of
net sales for the periods indicated:
<TABLE> 
<CAPTION> 
                                         Three Months Ended        Nine Months Ended
                                            September 30              September 30
                                       --------------------      ---------------------
                                         1996        1995          1996         1995
                                         -----       -----         -----        -----
<S>                                      <C>         <C>           <C>          <C> 
Gross revenues                           100.0 %     100.0 %       100.0 %      100.0 %
Operating expenses                        81.6        85.9          82.4         89.0
                                         -----       -----         -----        ----- 
Income from operations                    18.4        14.1          17.6         11.0
Interest expense                           2.3         3.0           4.0          2.2
Other expense (income)                    (1.4)       (0.1)         (1.5)        (0.3)
                                         -----       -----         -----        ----- 
Income before provision for income                                            
  taxes                                   19.3        11.3          15.1          9.1
Income tax expense                         5.7         3.0           4.8          1.1
                                         -----       -----         -----        ----- 
Net income                                13.6 %       8.3 %        10.3 %        7.9 %
                                         =====       =====         =====        ===== 
</TABLE> 

Note: Numbers may not add due to rounding.

Three Months Ended September 30, 1996 Compared with 
Three Months Ended September 30, 1995

Gross revenues increased by 34.2% to approximately $6,174,000 for the three
months ended September 30, 1996 from approximately $4,602,000 for the three
months ended September 30, 1995.  Excluding revenues attributable to acquired
businesses, gross revenues increased by 32.3% to approximately $4,908,000 for
the three months ended September 30, 1996 from approximately $3,709,000 for the
three months ended September 30, 1995.

Operating expenses increased by 27.5% to approximately $5,036,000 for the three
months ended September 30, 1996 from approximately $3,951,000 for the three
months ended September 30, 1995, due to the Company's expanded operations.  As a
percentage of gross revenues, total operating expenses decreased to 81.6% from
85.9%.  This reduction is attributable primarily to efficient utilization of
personnel and resources resulting from the Company's integration of acquired
businesses.  The Company has also experienced an increase in the number of in-
house contracts for the provision of radiology and cardiology services.  These
contracts typically generate higher profit margins than the other services
provided by the Company.

Income from operations increased by 74.8% to approximately $1,138,000 for the
three months ended September 30, 1996 from approximately $651,000 for the three
months ended September 30, 1995.  As a percentage of gross revenues, income from
operations increased to 18.4% for the three months ended September 30, 1996 from
14.1% in the comparable prior year period. Interest expense increased by 4.7% to
approximately $143,000 for the three months ended September 30, 1996 from
approximately

                                                                              13
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

$137,000 for the three months ended September 30, 1995. This increase was
attributable primarily to additional loan and lease liabilities assumed in
connection with acquisitions in the third and fourth quarters of 1995.

Other income is primarily gain realized upon disposition of equipment at the end
of its lease term, and interest earned on liquid investments.

Net income increased by 90.6% to approximately $729,000 for the three months
ended September 30, 1996 from approximately $383,000 for the comparable prior
year period.  This increase is due primarily to increased revenues and continued
consolidation resulting in efficient utilization of personnel and equipment.


Nine Months Ended September 30, 1996 Compared with 
Nine Months Ended September 30, 1995

Gross revenues increased by 36.7% to approximately $16,747,000 for the nine
months ended September 30, 1996 from approximately $12,253,000 for the nine
months ended September 30, 1995.  Excluding revenues attributable to acquired
businesses, gross revenues increased by 21.6% to approximately $13,531,000 for
the nine months ended September 30, 1996 from approximately $11,130,000 for the
nine months ended September 30, 1995.

Operating expenses increased by 26.5% to approximately $13,800,000 for the nine
months ended September 30, 1996 from approximately $10,906,000 for the nine
months ended September 30, 1995, due to the Company's expanded operations.  As a
percentage of gross revenues, total operating expenses decreased to 82.4% from
89.0%.  This reduction is attributable primarily to efficient utilization of
personnel and resources resulting from the Company's integration of acquired
businesses.  The Company has also experienced an increase in the number of in-
house contracts for the provision of radiology and cardiology services.  These
contracts typically generate higher profit margins than the other services
provided by the Company.

Income from operations increased by 118.8% to approximately $2,948,000 for the
nine months ended September 30, 1996 from approximately $1,347,000 for the nine
months ended September 30, 1995.  As a percentage of gross revenues, income from
operations increased to 17.6% for the nine months ended September 30, 1996 from
11.0% for the nine months ended September 30, 1995.

Interest expense increased by 141.4% to approximately $664,000 for the nine
months ended September 30, 1996 from approximately $275,000 for the nine months
ended September 30, 1995, which was attributable primarily to additional loan
and lease liabilities assumed in connection with acquisitions in the third and
fourth quarters of 1995.

Other income is primarily gain realized upon disposition of equipment at the end
of its lease term, and interest earned on liquid investments.

The Company's federal income tax net operating loss carryforwards were fully
during 1996, and the Company recorded a provision for federal income taxes of
approximately $810,000 for the nine months ended September 30, 1996.

                                                                              14
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

Net income increased by 77.2% to approximately $1,720,000 for the nine months
ended September 30, 1996 from approximately $971,000 for the nine months ended
September 30, 1995.  This increase is due primarily to increased revenues and
continued consolidation resulting in efficient utilization of personnel and
equipment.

LIQUIDITY AND CAPITAL RESOURCES

On June 12, 1996, the Company completed a public offering (the "Secondary
Offering") of  3,000,000 shares of common stock at an offering price to the
public of $6.75 per share.  Of the shares sold, 2,555,000 were sold by the
Company, and 445,000 shares were sold by selling stockholders.  Net proceeds to
the Company, after incurred expenses, were approximately $14,980,000.

On July 5, 1996, the investment banking firm of Rodman & Renshaw, Inc., as
representative of the several underwriters in the Secondary Offering, exercised
their over-allotment option to purchase from DHS an additional 400,000 shares of
common stock.  The additional net proceeds to DHS were $2,524,500.

DHS realized total net proceeds from the Secondary Offering of approximately
$17,504,500.  The net  proceeds have been and will be used for acquisitions,
capital expenditures, working capital and retirement of outstanding debt,
including approximately $4,827,000 which has been utilized to retire all but
$2,000,000 of the indebtedness previously outstanding under the Company's senior
credit facilities with Texas Commerce Bank National Association (the "Bank"),
and $1,000,000 utilized to retire subordinated promissory notes issued in a
private placement in April 1996.

On July 24, 1996, the Company entered into an amended and increased credit
facility (the "Credit Facility") with the Bank which permits borrowings of up to
$20 million, including up to $17.5 million for acquisitions (the "Acquisition
Facility") and up to $2.5 million for working capital (the "Working Capital
Facility").  The Acquisition Facility will terminate on September 30, 2001 and
the Working Capital Facility will terminate on September 30, 1998.  Borrowings
under the Credit Facility are secured by substantially all of the assets of the
Company (including the capital stock of the Company's subsidiaries) and bear
interest at one of two variable rates selected by the Company based upon (i) the
reserve adjusted LIBOR rate plus a margin ranging from 1.75% to 2.5%, or (ii)
the greater of the Bank's prime rate or the federal funds rate plus 0.50%, plus
a margin ranging from 0.25% to 1.00%.  The Credit Facility requires ongoing
compliance with certain financial covenants, including a maximum ratio of funded
debt to adjusted earnings.  As of November 13, 1996, the outstanding principal
borrowings under the Credit Facility were in the amount of $2,620,000, all of
which were carried forward from the Company's prior credit facility with the
Bank, and are deemed to be outstanding under the Acquisition Facility.

Based on the Company's operating plan, management believes that available
resources and funds generated from operations will be sufficient to meet the
Company's operating requirements and to fund proposed expansion of the Company's
business, through the close of the Company's fiscal year ending December 31,
1997.

                                                                              15
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES

EFFECTS OF INFLATION

Inflation is not a material factor affecting the Company's business.  General
operating expenses such as salaries and employee benefits are, however, subject
to normal inflationary pressures.

SEASONALITY

The Company's results of operations, have, in some years, varied significantly
from quarter to quarter, for reasons particular to each quarter.  For instance,
hospital admissions and doctor visits (and, therefore, the Company's imaging
revenues) are typically lower during holiday periods, and at other times when
physicians traditionally take their own vacations.  Conversely, revenues from
the Company's allied healthcare services business have generally increased in
holiday periods, due to increased demand for temporary personnel when regular
staff is away.

                                                                              16
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES
                                    Part II
                               OTHER INFORMATION


Items 1-5. Not Applicable

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits to this report:

Exhibit 1:  Computation re: Computation of Earnings Per Share

(b) There were no reports on Form 8-K filed during the quarter for which this
    report is filed.

                                                                              17
<PAGE>
 
                DIAGNOSTIC HEALTH SERVICES, INC. & SUBSIDIARIES


                                   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.

                        DIAGNOSTIC HEALTH SERVICES, INC.
                                        



                               /S/ MAX W. BATZER
------------------------------------------------
                                   Max W. Batzer
  Chairman, Chief Executive Officer and Director


                              /S/ BRAD A. HUMMEL  
------------------------------------------------
                                  Brad A. Hummel
             President, Chief Operating Officer,
          Principal Financial Officer, Principal
                 Accounting Officer and Director


                                 /S/ BO W. LYCKE  
------------------------------------------------        
                                     Bo W. Lycke
                                        Director



                         Date: November 27, 1996

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