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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
                           SECURITIES EXCHANGE ACT OF 1934

                       FOR QUARTER ENDED :  SEPTEMBER 30, 1996
                                            ------------------

                           COMMISSION FILE NUMBER:  0-16334
                                                    -------

                                ALLIANCE IMAGING, INC.
                (Exact name of registrant as specified in its charter)


          DELAWARE                                          33-0239910
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                       Identification Number)



                               3111 NORTH TUSTIN AVENUE
                                      SUITE 150
                                   ORANGE, CA 92865
                       (Address of principal executive office)
                                           
                                    (714) 921-5656
                  Registrant's telephone number, including area code
                                           
                                           
                                           
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   (   )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 1996:

                      Common Stock, $.01 par value, 10,867,388.

                                       1


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                               ALLIANCE  IMAGING,  INC.
                 CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                                     (UNAUDITED)

                                     (CONTINUED)

<TABLE>
<CAPTION>

<S>                                                      <C>               <C>
FINANCING ACTIVITIES:
Principal payments on long-term debt                         (9,567,000)   (10,048,000)
Proceeds from long-term debt                                 15,618,000      8,935,000
Payment of preferred stock dividend                            (930,000)            --
Proceeds from exercise of employee stock options                 21,000         95,000
Increase in deferred financing charges                          (76,000)            --
                                                          -------------     ----------
   Net cash provided by (used in) financing activities        5,066,000     (1,018,000)
                                                          -------------     ----------
NET INCREASE IN CASH AND SHORT-TERM 
   INVESTMENTS                                                  549,000      8,200,000

CASH AND SHORT-TERM INVESTMENTS,
   BEGINNING OF PERIOD                                       11,128,000      2,478,000
                                                          -------------     ----------
CASH AND SHORT-TERM INVESTMENTS, END
   OF PERIOD                                                $11,677,000    $10,678,000
                                                          -------------     ----------
                                                          -------------     ----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
     Interest paid                                          $ 4,176,000    $ 4,193,000
     Income taxes paid                                          307,000        341,000
</TABLE>


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:

During the 1996 second quarter, the Company purchased all of the common stock 
of Royal Medical Health Services, Inc. for cash consideration of 
approximately $1,914,000.  In conjunction with the acquisition, liabilities 
were assumed as follows:

       Fair value of assets acquired          $ 8,601,000
       Cash paid for common stock              (1,914,000)
                                              -----------
          Liabilities assumed                 $ 6,687,000
                                              -----------
                                              -----------

As additional consideration for the above purchase, the Company issued
convertible preferred stock in the amount of $388,000 and common stock warrants
valued at $212,000.  As a result of this transaction, the Company recorded
goodwill of approximately $3,945,000.

During the 1996 third quarter, the Company purchased all of the common stock of
Sun MRI Services, Inc. for cash consideration of approximately $391,000.  In
connection with the acquisition, liabilities were assumed as follows:

       Fair value of assets acquired          $ 1,602,000
       Cash paid for common stock                (391,000)
                                              -----------
          Liabilities assumed                 $ 1,211,000
                                              -----------
                                              -----------

See Note to Condensed Consolidated Financial Statements

                                       6


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PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)    EXHIBITS

       Exhibit No. Note   Description
       ----------- ----   -----------
       3.1         (1)    Restated Certificate of Incorporation of Alliance 
                          Imaging.

       3.1.1       (1)    Certificate of Amendment of Restated Certificate of
                          Incorporation  of Alliance Imaging, Inc.

       3.1.2       (1)    Certificate of Correction of Certificate of Amendment
                          of Restated Certificate of Incorporation of Alliance
                          Imaging, Inc.

       3.1.3       (8)   Certificate of Amendment of Restated Certificate of
                         Incorporation of Alliance Imaging, Inc.

       3.2         (1)   By-Laws of Alliance Imaging, Inc., as amended.

                                       14

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       4.1         (1)   Specimen of Common Stock Certificate.

       4.2        (11)   Amended and Restated Purchase Agreement dated as of 
                         December 31, 1994 among the Registrant and the holders
                         of the Registrant's Senior Subordinated Debentures 
                         due 2005.

       4.2.1       (9)   Amendment No. 1 to Amended and Restated Purchase 
                         Agreement dated as of December 31, 1994 among the 
                         Registrant and the holders of the Registrant's Senior
                         Subordinated Debentures due 2005.

       4.2.2      (20)   Amendment No. 2 to Amended and Restated Purchase 
                         Agreement dated as of April 15, 1996 among the 
                         Registrant and the holders of the Registrant's 
                         Senior Subordinated Debentures due 2005.

       4.3         (1)   Note Purchase Agreement dated as of April 14, 1989 
                         governing sale of Senior Notes by Alliance 
                         Imaging, Inc.

       4.4         (1)   First Amendment to Note Purchase Agreement dated as of
                         September 20, 1990 among Alliance Imaging, Inc., CIGNA
                         Property and Casualty Insurance Company, Connecticut 
                         General Life Insurance Company, Insurance Company of 
                         America and Life Insurance Company of North America.

       4.4.1       (1)  Amendment No. 2 to Note Purchase Agreement dated as of
                        September 3, 1991.

       4.4.2       (2)  Amendment No. 3 to Note Purchase Agreement dated as of
                        December 1, 1991.

       4.4.3       (3)  Amendment No. 4 to Note Purchase Agreement dated as of
                        December 31, 1992.

       4.4.4       (4)  Amendment No. 5 to Note Purchase Agreement dated as of
                        September 30, 1993.

       4.4.5       (6)  Amendment No. 6 to Note Purchase Agreement dated as of
                        January 1, 1994.

       4.4.9      (12)  Amendment No. 7 to Note Purchase Agreement dated as of
                        December 31, 1994.

       4.4.10      (9)  Amendment No. 8 to Note Purchase Agreement dated as of
                        December 31, 1994.

       4.4.11     (20)  Amendment No. 9 to Note Purchase Agreement dated as of 
                        April 15, 1996.

                                       15

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       4.4.12     (21)  Amendment No. 10 to Note Purchase Agreement dated as of
                        November 6, 1996.

       4.5         (1)  Amended and Restated Shareholders Agreement dated as of
                        April 17, 1989.

       4.6        (13)  Security Agreement dated as of December 31, 1994 among
                        the Registrant, the holders of the Senior Notes and the
                        Collateral Agent for the Senior Noteholders. 

       4.7        (14)  Guaranty dated as of December 31, 1994 of the 
                        Registrant's obligations to the Senior Noteholders 
                        and the Senior Subordinated Debentureholders executed 
                        by the subsidiaries of the Registrant identified 
                        therein.

       4.8        (15)  Registration Rights Agreement dated as of December 31, 
                        1994 among the Registrant, the Senior Noteholders and
                        the Senior Subordinated Debentureholders.

       4.9        (16)  Certificate of Designation concerning the Registrant's
                        Series A 6.0% Cumulative Preferred Stock.

       4.10       (17)  Certificate of Designation concerning the Registrant's
                        Series B Convertible Preferred Stock.

       4.11       (20)  Certificate of Designation concerning the Registrant's
                        Series C 5% Cumulative Convertible Redeemable Preferred
                        Stock.

       9.1         (1)  Amended and Restated Voting Trust Agreement between
                        Donaldson, Lufkin & Jenrette Capital Corporation and
                        Meridian Trust Company dated December 29, 1988.

       10.4        (3)  1991 Stock Option Plan of Alliance Imaging, Inc. 
                        adopted on May  10, 1991, amended on May 23, 1991, 
                        amended on March 17, 1992, and amended on February 23,
                        1993.

       10.5        (1)  Form of Incentive Stock Option Agreement pursuant to 
                        1991 Stock Option Plan of Alliance Imaging, Inc.

       10.5.1      (1)  Form of Non-Qualified Stock Option Agreement pursuant 
                        to 1991 Stock Option Plan of Alliance Imaging, Inc.

       10.5.2      (7)  Form of Incentive Stock Option Agreement pursuant to 
                        1991 Stock Option Plan of Alliance Imaging, Inc., 
                        utilized for certain option grants beginning in 1994.

                                       16

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       10.5.3      (9)  Form of letter to optionees dated February 21, 1995 
                        amending terms of stock options granted March 10, 1994.

       10.11       (1)  Association Agreement by and between Alliance Imaging,
                        Inc. and Alliance Medical, Ltd., dated September 30, 
                        1989.

       10.16       (1)  Form of Indemnification Agreement between Alliance 
                        Imaging, Inc. and its directors and/or officers.

       10.18       (2)  Lease Agreement dated September 13, 1991, by and 
                        between Alliance Imaging, Inc. and Crestview Partners.

       10.20       (5)  Georgia Magnetic Imaging Center, Ltd. Limited 
                        Partnership Agreement dated as of March 22, 1985.

       10.20.1     (5)  Amendment to Georgia Magnetic Imaging Center, Ltd. 
                        Limited Partnership Agreement dated as of July 1, 1993.

       10.24       (8)  Employment Agreement dated as of September 9, 1993, 
                        between Alliance Imaging, Inc. and Richard N. Zehner.

       10.25       (8)  Employment Agreement dated as of September 9, 1993, 
                        between Alliance Imaging, Inc. and Vincent S. Pino.

       10.26       (8)  Employment Agreement dated as of September 9, 1993, 
                        between Alliance Imaging, Inc. and Terry A. Andrues.

       10.27       (8)  Employment Agreement dated as of September 9, 1993, 
                        between Alliance Imaging, Inc. and Jay A. Mericle.

       10.28       (8)  Employment Agreement dated as of September 9, 1993, 
                        between Alliance Imaging, Inc. and Terrence M. White.

       10.29       (8)  Employment Agreement dated as of September 6, 1994, 
                        between Alliance Imaging, Inc. and Neil M. Cullinan.

       10.30       (8)  Employment Agreement dated as of September 6, 1994, 
                        between Alliance Imaging, Inc. and Cheryl A. Ford.

       10.31      (10)  Standstill Agreement dated as of December 31, 1994 
                        between the Registrant and Connecticut General Life 
                        Insurance Company, CIGNA Property and Casualty 
                        Insurance Company, Insurance Company of North 
                        America and Life Insurance Company of North America.

       10.32      (10)  Standstill Agreement dated as of December 31, 1994 
                        between the Registrant and Northwestern Mutual Life 
                        Insurance Company.

                                       17

<PAGE>

       10.33      (10)  Standstill Agreement dated as of December 31, 1994 
                        between the Registrant and The Travelers Indemnity 
                        Company, The Travelers Insurance Company and The 
                        Travelers Life and Annuity Company.

       10.34      (10)  Standstill Agreement dated as of December 31, 1994 
                        between the Registrant and The Lincoln National Life 
                        Insurance Company.

       10.35      (10)  Standstill Agreement dated as of December 31, 1994 
                        between the Registrant and The Equitable Life Assurance
                        Society of the United States.

       10.36      (18)  Employment Agreement dated July 7, 1995 between 
                        Alliance Imaging, Inc. and Michael W. Grismer.

       10.37      (19)  Long-Term Executive Incentive Plan dated as of March 
                        28, 1995, adopted in final form November 28, 1995.

       10.38      (19)  Loan and Security Agreement with Comerica Bank-
                        California, dated as of December 21, 1995.

       10.39      (20)  Royal Medical Health Services, Inc. Merger Agreement 
                        dated as of April 16, 1996.

       10.40      (20)  A & M Trucking, Inc. Acquisition Agreement dated as of 
                        April 16, 1996.

       10.41      (20)  Form of Warrant Agreement concerning 100,000 common 
                        shares with an exercise price of $3.9375 per share 
                        dated as of April 15, 1996.

       10.42      (20)  Form of Warrant Agreement concerning 100,000 common 
                        shares with an exercise price of $5.00 per share dated
                        as of April 15, 1996.

       10.43      (21)  Form of Warrant Agreement concerning 125,000 common 
                        shares with an exercise price of $5.00 per share dated
                        as of November 6, 1996.
______________________________
  (1)  Incorporated by reference herein to the indicated exhibits filed in
       response to Item 16, "Exhibits" of the Company's Registration Statement
       on Form S-1, No. 33-40805, initially filed on May 24, 1991.

  (2)  Incorporated by reference herein to the indicated exhibits filed in
       response to Item 21, "Exhibits" of the Company's Registration Statement
       on Form S-4, No. 33-46052, initially filed on February 28, 1992.

  (3)  Incorporated by reference herein to the indicated exhibits filed in
       response to Item 14(a)(3), "Exhibits" of the Company's Annual Report on
       Form 10-K for the year ended December 31, 1992.

                                       18

<PAGE>

  (4)  Incorporated by reference herein to the indicated exhibits filed in
       response to Item 6(a), "Exhibits" of the Company's Quarterly Report on
       Form 10-Q for the quarter ended September 30, 1993.

  (5)  Incorporated by reference herein to the indicated exhibits filed in
       response to Item 6(a), "Exhibits" of the Company's Quarterly Report on 
       Form 10-Q for the quarter ended September 30, 1993.

  (6)  Incorporated by reference herein to the indicated exhibits filed in
       response to Item 14(a)(3), "Exhibits" of the Company's Annual Report on
       Form 10-K for the year ended December 31, 1993.

  (7)  Incorporated by reference herein to the indicated exhibit filed in
       response to item 6(a), "Exhibits" of the Company's Quarterly report on 
       Form 10-Q for the quarter ended March 31, 1994.

  (8)  Incorporated by reference herein to the indicated exhibit filed in
       response to Item 6(a), "Exhibits" of the Company's Quarterly Report on 
       Form 10-Q for the quarter ended September 30, 1994.

  (9)  Incorporated by reference herein to the indicated exhibit filed in
       response to Item 14(a)(3), "Exhibits" of the Company's Annual Report on
       Form 10-K for the year ended December 31, 1994.

 (10)  Incorporated by reference herein to Exhibit 10 filed in response to 
       Item 7, "Exhibits" of the Company's Form 8-K Current Report dated 
       January 25, 1995.

 (11)  Incorporated by reference herein to Exhibit 4.4 filed in response to 
       Item 7, "Exhibits" of the Company's Form 8-K Current Report dated 
       January 25, 1995.

 (12)  Incorporated by reference herein to Exhibit 4.1 filed in response to 
       Item 7, "Exhibits" of the Company's Form 8-K Current Report dated 
       January 25, 1995.

 (13)  Incorporated by reference herein to Exhibit 4.2 filed in response to 
       Item 7, "Exhibits" of the Company's Form 8-K Current Report dated 
       January 25, 1995.

 (14)  Incorporated by reference herein to Exhibit 4.3 filed in response to 
       Item 7, "Exhibits" of the Company's Form 8-K Current Report dated 
       January 25, 1995.

 (15)  Incorporated by reference herein to Exhibit 4.5 filed in response to 
       Item 7, "Exhibits" of the Company's Form 8-K Current Report dated 
       January 25, 1995.

 (16)  Incorporated by reference herein to Exhibit 4.6 filed in response to 
       Item 7, "Exhibits" of the Company's Form 8-K Current Report dated 
       January 25, 1995.

 (17)  Incorporated  by reference herein to Exhibit 4.7 filed in response to
       Item 7, "Exhibits" of  the Company's Form 8-K Current Report dated 
       January 25, 1995.

                                       19

<PAGE>

 (18)  Incorporated by reference herein to the indicated Exhibit filed in 
       response to Item 6(a), "Exhibits" of the Company's Quarterly Report
       on Form 10-Q for the quarter ended September 30, 1995.

 (19)  Incorporated by reference herein to the indicated Exhibit in response to
       Item 14(a)(3), "Exhibits" of the Company's Annual Report on Form 10-K 
       for the year ended December 31, 1995.

 (20)  Incorporated by reference herein to the indicated Exhibit filed in 
       response to Item 6(a), "Exhibits" of the Company's Quarterly Report on
       Form 10-Q for the quarter ended March 31, 1996.

 (21)  Filed herewith.

  (b)  REPORTS ON FORM 8-K IN THE THIRD QUARTER OF 1996:

       None filed for the quarter ended September 30, 1996.



                                   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.


                                     ALLIANCE  IMAGING,  INC.



November 8, 1996                     By: /s/ Richard N. Zehner
                                         ----------------------
                                         Richard N. Zehner
                                         Chairman, President and
                                         Chief Executive Officer

       Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities indicated on November 8, 1996.

          Signature                                 Title
          ---------                                 -----


 /s/ Richard N. Zehner             Chairman of the Board of Directors,
 ---------------------             President and Chief Executive Officer
     Richard N. Zehner             (Principal Executive Officer)



 /s/ Terrence M. White             Senior Vice President, Chief 
 ---------------------             Financial Officer and Secretary
     Terrence M. White            (Principal Financial Officer)

                                       20