<PAGE>


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


                                    FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         SECURITIES EXCHANGE ACT OF 1934

                        FOR QUARTER ENDED : JUNE 30, 1999

                         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)


                          1065 NORTH PACIFICENTER DRIVE
                                    SUITE 200
                            ANAHEIM, CALIFORNIA 92806
                     (Address of principal executive office)

                                 (714) 688-7100
               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 ( ) No (X)

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 31, 1999:

                   Common Stock, $.01 par value, 5,749,549

                                       1
<PAGE>

                             ALLIANCE IMAGING, INC.
                                    FORM 10-Q
                                  JUNE 30, 1999

                                      INDEX
<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                         <C>
PART I -  FINANCIAL INFORMATION

     Item 1 - Condensed Financial Statements:

                  Condensed Consolidated Balance Sheets
                     June 30, 1999 and December 31, 1998
                     (Restated - Note 2)                                      3

                  Condensed Consolidated Statements of Operations
                     Three and six months ended June 30, 1999
                     and 1998 (Restated - Note 2)                             4

                  Condensed Consolidated Statements of Cash Flows
                     Six months ended June 30, 1999
                     and 1998 (Restated - Note 2)                           5-6

                  Notes to Condensed Consolidated Financial Statements     7-10

     Item 2 - Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         11-19


PART II - OTHER INFORMATION

     Item 5 - Other Information                                              20

SIGNATURES                                                                   25
</TABLE>

                                       2

<PAGE>

                             ALLIANCE IMAGING, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 JUNE 30,             DECEMBER 31,
                                                                                   1999                   1998
                                                                            -----------------      -----------------
<S>                                                                         <C>                    <C>
                                                                                (Unaudited)        (Restated-NOTE 2)
ASSETS
Current assets:
   Cash and short-term investments                                                $     7,361           $     3,083
   Accounts receivable, net of allowance for doubtful accounts                         53,185                46,468
   Deferred income taxes                                                                3,679                 3,679
   Prepaid expenses                                                                     3,136                 3,416
   Other receivables and other current assets                                             707                   822
                                                                            -----------------      -----------------
          Total current assets                                                         68,068                57,468

Equipment, at cost                                                                    374,316               321,927
Less-Accumulated depreciation                                                        (108,749)              (86,659)
                                                                            -----------------      -----------------
                                                                                      265,567               235,268

Goodwill                                                                              162,736               170,576
Other intangibles                                                                      77,157                75,994
Deferred financing costs                                                               10,525                14,776
Deposits and other assets                                                               8,090                13,850
                                                                            -----------------      -----------------
          Total assets                                                            $   592,143           $   567,932
                                                                            =================      =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                               $     3,620           $     5,396
   Accrued compensation and related expenses                                            6,684                 7,561
   Other accrued liabilities                                                           26,581                22,875
   Current portion of long-term debt                                                   17,852                21,231
                                                                            -----------------      -----------------
          Total current liabilities                                                    54,737                57,063

Long-term debt, net of current portion                                                520,124               497,192
Other liabilities                                                                         577                   713
Deferred income taxes                                                                  39,618                39,618

Redeemable preferred stock                                                             17,884                16,673

Common stock                                                                               57                    57
Additional paid-in deficit                                                            (24,447)              (24,804)
Accumulated deficit                                                                   (16,407)              (18,580)
                                                                            -----------------      -----------------
          Total liabilities and stockholders' equity                              $   592,143           $   567,932
                                                                            =================      =================
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3

<PAGE>



                             ALLIANCE IMAGING, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                                                      ---------------------------      -------------------------
                                                                         1999             1998            1999          1998
                                                                      ----------       ----------      ----------    -----------
<S>                                                                   <C>              <C>             <C>           <C>
                                                                                      (Restated-                     (Restated-
                                                                                        NOTE 2)                        NOTE 2)
Revenues                                                              $   80,306       $   62,115      $  156,047    $ 103,740
Costs and expenses:
Operating expenses, excluding depreciation                                36,009           27,957          71,545       46,680
Depreciation expense                                                      11,800            8,322          22,813       14,855
Selling, general and administrative expenses                               8,105            6,044          15,956       10,476
Amortization expense, primarily goodwill                                   3,662            2,661           7,269        4,282
Interest expense, net of interest income                                  11,795           10,532          23,411       18,864
Transaction related costs                                                  4,015               44           4,434          859
                                                                      ----------       ----------      ----------    ---------
Total costs and expenses                                                  75,386           55,560         145,428       96,016
                                                                      ----------       ----------      ----------    ---------
Income before income taxes and extraordinary loss                          4,920            6,555          10,619        7,724
Provision for income taxes                                                 2,143            3,242           4,938        4,112
                                                                      ----------       ----------      ----------    ---------
Income before extraordinary loss                                           2,777            3,313           5,681        3,612
Extraordinary loss, net of taxes                                          (2,297)            -             (2,297)      (1,312)
                                                                      ----------       ----------      ----------    ---------
Net income                                                                   480            3,313           3,384        2,300
Less:  Preferred stock dividends and financing fee accretion                 615              541           1,211        1,051
                                                                      ----------       ----------      ----------    ---------
Income (loss) applicable to common stock                              $     (135)      $    2,772      $    2,173    $   1,249
                                                                      ==========       ==========      ==========    =========
Earnings per common share:
     Income before extraordinary loss                                 $    0.38        $     0.49      $     0.78    $    0.45
     Extraordinary loss, net of taxes                                     (0.40)                -           (0.40)       (0.23)
                                                                      ----------       ----------      ----------    ---------
     Net income (loss) per common share                               $   (0.02)       $     0.49      $     0.38    $    0.22
                                                                      ==========       ==========      ==========    =========
Earnings per common share - assuming dilution:
     Income before extraordinary loss                                 $    0.36        $     0.47      $     0.75    $    0.44
     Extraordinary loss, net of taxes                                     (0.38)                -           (0.39)       (0.23)
                                                                      ----------       ----------      ----------    ---------
     Net income (loss) per common share - assuming dilution           $   (0.02)       $     0.47      $     0.36    $    0.21
                                                                      ==========       ==========      ==========    =========
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       4

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                      SIX MONTHS ENDED JUNE 30,
                                                                                        1999             1998
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
                                                                                                     (Restated-NOTE 2)
OPERATING ACTIVITIES:
 Net income                                                                            $   3,384      $     2,300
 Adjustments to reconcile net income to net cash
   provided by operating activities:
      Extraordinary loss                                                                   2,297            1,312
      Stock option compensation                                                               -               100
      Depreciation and amortization                                                       30,082           19,137
      Amortization of deferred financing costs                                             1,248            1,278
      Deferred taxes                                                                          -             1,387
      Distributions in excess of (undistributed) equity in income of investee               (255)            (375)
      Gain on sale of equipment                                                             (111)              -
      Other                                                                                   -              (121)
 Changes in operating assets and liabilities:
      Accounts receivable, net                                                            (6,717)          (4,195)
      Prepaid expenses                                                                       263              561
      Other receivables                                                                      115              728
      Other assets                                                                           459             (540)
      Accounts payable, accrued compensation and other accrued liabilities                 2,864              372
      Other liabilities                                                                     (136)          (3,580)
                                                                                    ------------     ------------
           Net cash provided by operating activities                                      33,493           18,364

INVESTING ACTIVITIES:
 Equipment purchases                                                                     (54,222)         (30,949)
 Proceeds from sale of equipment                                                             291              350
 Decrease (increase) in deposits on equipment                                              5,541           (7,232)
 Purchase of common stock of Mid American Imaging, Inc. and Dimensions
     Medical Group, Inc., net of cash acquired                                                -           (10,452)
 Purchase of common stock of Mobile Technology Inc., net of cash acquired                     -           (94,147)
 Purchase of common stock of Medical Diagnostics, Inc., net of cash acquired                  -           (30,896)
 Other                                                                                        -               (69)
                                                                                    ------------     ------------
           Net cash used in investing activities                                         (48,390)        (173,395)

FINANCING ACTIVITIES:
 Principal payments on long-term debt                                                     (9,978)          (7,512)
 Proceeds from long-term debt                                                                 -              (843)
 Principal payments on term loan facility                                                (50,630)            (250)
 Proceeds from term loan facility                                                         70,000           90,000
 Principal payments under revolving loan facility                                        (22,441)          (3,400)
 Proceeds from revolving loan facility                                                    32,602           71,864
 Increase in deferred financing costs                                                       (735)              -
 Proceeds from exercise of employee stock options                                            357               66
                                                                                    ------------     ------------
           Net cash provided by financing activities                                      19,175          149,925
                                                                                    ------------     ------------

 Net increase (decrease) in cash and short-term investments                                4,278           (5,106)
 Cash and short-term investments, beginning of period                                      3,083           12,255
                                                                                    ------------     ------------
 Cash and short-term investments, end of period                                         $  7,361        $   7,149
                                                                                    ============     ============
</TABLE>

                                       5

<PAGE>


                             ALLIANCE IMAGING, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>

 <S>                                                                                    <C>                <C>
 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Interest paid                                                                          $  22,095          $ 17,220
 Income taxes paid                                                                          1,181               291

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
    FINANCING ACTIVITIES:
      Preferred stock dividend accrued and financing fee accretion                       $  1,211         $   1,051
</TABLE>


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       6

<PAGE>

                             ALLIANCE IMAGING, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


1.       BASIS OF PREPARATION

         The accompanying unaudited condensed consolidated financial
statements have been prepared by Alliance Imaging, Inc. (the "Company") in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of Regulation S-X of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of the Company, all adjustments (which, other than the
restatement discussed in Note 2, consist of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six month period ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1999.

         The provision for income taxes for the six month period ended June
30, 1999 is higher than the statutory federal rate primarily as a result of
non-deductible goodwill amortization expense.

         The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
                                                                                         SIX MONTHS ENDED JUNE 30,
                                                                                         --------------------------
                                                                                           1999              1998
                                                                                         --------          --------
<S>                                                                                      <C>               <C>
                                                                                                   (Restated-NOTE 2)
Numerator:
Income before extraordinary loss                                                         $  5,681          $  3,612
Less: Preferred stock dividends and financing fee accretion                                 1,211             1,051
                                                                                         --------          --------
Numerator for basic and diluted earnings per share - income
    available to common stockholders before extraordinary loss                           $  4,470          $  2,561
                                                                                         ========          ========
Denominator:
Denominator for basic earnings per share
    --weighted-average shares                                                               5,732             5,705
Effect of dilutive securities:
     Employee stock options                                                                   222               164
                                                                                         --------          --------
Denominator for diluted earnings per share
     --adjusted weighted-average shares                                                     5,954             5,869
                                                                                         ========          ========
Basic earnings per share before extraordinary loss                                       $   0.78          $  0.45
                                                                                         ========          ========
Diluted earnings per share before extraordinary loss                                     $   0.75          $  0.44
                                                                                         ========          ========
</TABLE>

                                       7

<PAGE>

2.       RESTATEMENT

         On May 13, 1999, the Company acquired all the outstanding common
stock of Three Rivers Holding Corp.("Three Rivers"), the parent corporation
of SMT Health Services, Inc. ("SMT"), in a stock-for-stock merger (the
"Merger"). The Company exchanged approximately 1,644 shares of common stock
for all the outstanding common shares of Three Rivers. At the time of the
Merger, Three Rivers was wholly owned by affiliates of Apollo Management, L.P.
("Apollo"), which held approximately 82.6% of the Company's outstanding
common stock. Accordingly, the Merger has been accounted for as a
reorganization of entities under common control in a manner similar to a
pooling of interests. As such, the accompanying financial statements and
footnotes have been restated to include the assets, liabilities and
operations of SMT from the date when both entities were under Apollo's
control, which was December 18, 1997. As the operating results of SMT from
December 18, 1997 through December 31, 1997 are not significant as compared
to the operating results of the Company for the year ended December 31, 1997,
the Company has chosen December 31, 1997 to be the effective date for giving
accounting recognition to the combination. In connection with the Merger, the
Company amended and restated its Credit Agreement to add a new $70,000
tranche D term loan facility which was used to fund: repayment of SMT's
existing indebtedness - $62,044; payment on the Company's revolving loan
facility - $6,000; transaction costs charged to expense - $851; deferred
financing costs - $650; and an increase in the Company's cash balance of $455.

         Combined and separate results of Alliance and SMT during the periods
preceding the Merger that are included in the accompanying condensed
consolidated statements of operations are as follows:

<TABLE>
<CAPTION>

                                        Three Months Ended      Three Months Ended       Six Months Ended
                                          March 31, 1999          June 30, 1998           June 30, 1998
                                        ------------------      ------------------       ----------------
<S>                                     <C>                     <C>                      <C>
REVENUES
    Alliance                             $       64,381         $         51,243         $        82,484
    SMT                                          11,939                   11,037                  21,421
    Eliminations                                   (579)                    (165)                   (165)
                                        ------------------      ------------------       ----------------
       Combined                         $        75,741         $         62,115         $       103,740
                                        ==================      ==================       ================

EXTRAORDINARY LOSS, NET OF TAXES
    Alliance                            $          -            $           -            $        (1,312)
    SMT                                            -                        -                      -
                                        ------------------      ------------------       ----------------
       Combined                         $          -            $           -            $        (1,312)
                                        ==================      ==================       ================

NET INCOME
    Alliance                            $         1,999         $          2,300         $           655
    SMT                                             905                    1,013                   1,645
                                        ------------------      ------------------       ----------------
       Combined                         $         2,904         $          3,313         $         2,300
                                        ==================      ==================       ================
</TABLE>

         In connection with the new $70,000 tranche D term loan facility, the
Company recorded an extraordinary loss of $2,297 (net of taxes of $1,458)
associated with the write-off of unamortized deferred financing costs of
$1,753 on SMT's existing indebtedness and $2,002 on Alliance's tranche C term
loan facility.

                                       8
<PAGE>

         In connection with the SMT merger, the Company established a
severance accrual of $2,095, an office lease termination accrual of $230, and
a fixed asset disposal reserve of $241. All of the preceding amounts were
charged to transaction related costs in May 1999 and were included in other
accrued liabilities as of June 30, 1999.

         Three Rivers pays an annual management fee of $250 to Apollo and
expects to continue to receive financial advisory services from Apollo on an
ongoing basis.

3.       ACQUISITIONS

         On January 2, 1998, Canton Holding Corp., a wholly owned subsidiary
of SMT, acquired all of the outstanding common stock of Mid American Imaging,
Inc. ("MAI") and Dimensions Medical Group, Inc. ("DMG"). The acquisition was
accounted for as a purchase and accordingly, the results of operations of MAI
and DMG have been included in the Company's consolidated financial statements
from the date of acquisition. The purchase price consisted of approximately
$10,400 in cash plus the assumption of approximately $5,100 in financing
arrangements. The acquisition was primarily funded by an $11,500 borrowing on
SMT's revolving loan facility that was also used to refinance approximately
$843 of existing MAI and DMG indebtedness. The goodwill recorded as a result
of this acquisition was approximately $10,000, which is being amortized using
the straight-line method over 20 years.

         On March 12, 1998, the Company acquired Mobile Technology Inc.
("MTI"). The purchase price consisted of $58,300 for all of the equity
interests in MTI, plus direct acquisition costs of approximately $2,000. In
connection with the acquisition, the Company also refinanced $37,400 of MTI's
outstanding debt and paid MTI direct transaction costs of $3,500. To finance
these expenditures, the Company increased its existing term loan facility by
$20,000 to provide total availability of $70,000, established a new $50,000
term loan facility and borrowed an aggregate of $90,000 thereunder, for which
the Company incurred debt issuance costs of approximately $2,800. The Company
also borrowed $5,400 under its revolving loan facility and used $8,500 of
cash on hand at MTI to complete the financing requirements. The transaction
has been accounted for as a purchase and, accordingly, the results of
operations of MTI have been included in the Company's consolidated financial
statements from the date of acquisition. The goodwill recorded as a result of
this acquisition was approximately $29,974, which is being amortized on a
straight-line basis over 20 years. Additionally, the Company assigned $67,200
of the purchase price to customer contracts and $2,870 of the purchase price
to assembled work force. The amounts are being amortized on a straight-line
basis over 20 and four years respectively. The allocation of the intangible
assets acquired was based on an independent valuation study.

         On May 19, 1998, the Company acquired Medical Diagnostics, Inc.
("MDI"), a subsidiary of U.S. Diagnostic, Inc. The purchase price consisted
of approximately $31,000 plus the assumption of approximately $7,400 in
financing arrangements. The transaction has been accounted for as a purchase
and, accordingly, the results of operations of MDI have been included in the
Company's consolidated financial statements from the date of acquisition. The
goodwill recorded as a result of this acquisition was $17,212, which is being
amortized on a straight-line basis over 20 years. Additionally, the Company
assigned $8,300 of the purchase price to customer contracts and $350 of the
purchase price to assembled work force. The amounts are being amortized on a
straight-line basis over 20 and four years respectively. The allocation of
the intangible assets acquired was based on an independent valuation study.

         On August 17, 1998, SMT acquired all of the outstanding common stock
of RIA Management Services, Inc. ("RIA"). The acquisition was accounted for
as a purchase and, accordingly, the results of

                                       9
<PAGE>

operations of RIA have been included in the Company's consolidated financial
statements from the date of acquisition. The purchase price consisted of
approximately $2,100 in cash plus the assumption of approximately $1,100 in
financing arrangements. The acquisition was primarily funded from operating
cash on hand and a $1,000 borrowing on SMT's revolving loan facility. The
goodwill recorded as a result of this acquisition was approximately $2,000,
which is being amortized using the straight-line method over 20 years.

         On November 13, 1998, two wholly owned subsidiaries of the Company
acquired all of the outstanding common stock of CuraCare, Inc. and all of the
partnership interests in American Shared-CuraCare (collectively, "American
Shared"). The purchase price consisted of approximately $13,377 plus the
assumption of approximately $12,241 in financing arrangements. In connection
with the acquisition, the Company also refinanced $13,130 of American
Shared's outstanding debt. The transaction has been accounted for as a
purchase and, accordingly, the results of operations of American Shared have
been included in the Company's consolidated financial statements from the
date of acquisition. The goodwill recorded as a result of this acquisition
was approximately $26,446 which is being amortized on a straight-line basis
over 20 years. Additionally, the Company assigned $3,300 of the purchase
price to customer contracts and $690 of the purchase price to assembled work
force which is being amortized on a straight-line basis over ten and four
years respectively. The allocation of the intangible assets acquired was
based on an independent valuation study.

                                      10

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

OVERVIEW

         Alliance Imaging, Inc. (the "Company") is a leading nationwide
provider of diagnostic imaging and therapeutic services and the largest
operator of state-of-the-art mobile diagnostic imaging systems and related
outsourced radiology services in the United States. The Company's diagnostic
imaging services include magnetic resonance imaging ("MRI"), computed axial
tomography ("CT"), nuclear medicine single photon emission computed
tomography ("SPECT") camera and ultrasound systems. The Company's therapeutic
services include lithotripsy, brachytherapy and microwave thermotherapy
systems. The Company primarily provides MRI and CT systems and services to
hospitals and other health care providers on a mobile, shared user basis. The
Company also provides dedicated, full-time MRI systems and services as well
as full-service management of imaging operations for selected hospitals. The
Company's MRI services include the provision of high technology imaging
systems, technologists to operate the imaging systems, equipment maintenance
and upgrades, the management of day-to-day operations, educational and
marketing support, patient scheduling, billing and collection services,
managed care contracting and professional liability coverage. The Company's
services enable small to mid-size hospitals to gain access to advanced
diagnostic imaging technology and related value-added services without making
a substantial investment in equipment and personnel. The Company operates a
fleet of 287 MRI systems and services 1,144 customers in 44 states as of June
30, 1999.

         The Company's revenues are principally a function of the number of
systems in service, scan volumes and fees per scan. The Company generates
substantially all of its revenues under exclusive one to eight-year contracts
with hospitals and health care providers. The Company's contracts typically
offer tiered pricing with lower fees per scan on incremental scans, allowing
customers to benefit from increased scan volumes and the Company to benefit
from the operating leverage associated with increased scan volumes. The
Company expects modest continuing downward pressure on pricing levels as a
result of cost containment measures in the health care industry. However, in
many cases higher scan volumes justify lower prices on incremental scans.

         The principal components of the Company's operating costs include
salaries paid to technologists and drivers, annual system maintenance costs,
insurance and transportation costs. Because a majority of these expenses are
fixed, increased revenues as a result of higher scan volumes significantly
improve the Company's profitability while lower scan volumes result in lower
profitability.

         Since the beginning of 1995, the Company has substantially increased
revenues by adding new customers and increasing scan volumes at existing
customer sites. The Company has also substantially increased revenue through
acquisitions. During the same period, the growth rate of the Company's EBITDA
(income before income taxes, plus depreciation, amortization and net interest
expense), excluding expenses associated with the Recapitalization Merger (as
hereinafter defined), has exceeded the growth rate of revenues as a result of
spreading costs (which are primarily fixed) over a larger revenue base and
implementing cost reduction and containment measures.

         The Company has historically focused on maximizing cash flow and
return on invested capital nationwide, deploying new and upgraded systems in
high volume markets and redeploying older, less advanced systems with lower
carrying values in lower volume markets. The Company's ongoing

                                      11
<PAGE>

equipment trade-in and upgrade program has substantially improved the
marketability and productivity of its MRI systems. Because the Company owns
significantly all of its MRI systems, it periodically evaluates its older,
less marketable MRI systems to determine if it is more beneficial to continue
to use such systems in lower volume markets which are profitable but produce
less revenue, or to trade in such equipment in connection with new system
purchases. The Company currently maintains one of the most advanced fleets in
the industry.

         Revenues from CT services, lithotripsy services, SPECT camera
services, and other imaging services accounted for approximately 6% of the
Company's revenues for the six months ended June 30, 1999.

SIGNIFICANT ACQUISITIONS AND OTHER TRANSACTIONS

         On December 18, 1997, after obtaining the approval of stockholders,
the Company completed a series of transactions whereby the Company
experienced an approximate 90% ownership change and became highly leveraged.
These transactions (the "Recapitalization Merger"), which were accounted for
as a leveraged recapitalization, resulted in an affiliate of Apollo
Management, L.P. ("Apollo") obtaining ownership of approximately 83.6% of the
Company's outstanding common stock.

         On May 13, 1999, the Company acquired all the outstanding common
stock of Three Rivers Holding Corp. ("Three Rivers"), the parent corporation
of SMT Health Services, Inc. ("SMT"), in a stock-for-stock merger (the
"Merger"). The Company exchanged approximately 1.6 million shares of common
stock for all the outstanding common shares of Three Rivers. At the time of
the Merger, Three Rivers was wholly owned by affiliates of Apollo, which held
approximately 82.6% of the Company's outstanding common stock. Accordingly,
the Merger has been accounted for as a reorganization of entities under
common control in a manner similar to a pooling of interests. As such, the
accompanying financial statements, footnotes, and management's discussion and
analysis of financial condition and results of operations have been restated
to include the assets, liabilities and operations of SMT from the date when
both entities were under Apollo's control, which was December 18, 1997. As
the operating results of SMT from December 18, 1997 through December 31, 1997
are not significant as compared to the operating results of the Company for
the year ended December 31, 1997, the Company has chosen December 31, 1997 to
be the effective date for giving accounting recognition to the combination.

         On January 2, 1998, Canton Holding Corp., a wholly owned subsidiary
of SMT, acquired all of the outstanding common stock of Mid American Imaging,
Inc. ("MAI") and Dimensions Medical Group, Inc. ("DMG"). The acquisition was
accounted for as a purchase and accordingly, the results of operations of MAI
and DMG have been included in the Company's consolidated financial statements
from the date of acquisition. The purchase price consisted of approximately
$10.4 million in cash plus the assumption of approximately $5.1 million in
financing arrangements. The acquisition was primarily funded by an $11.5
million borrowing on SMT's revolving loan facility that was also used to
refinance approximately $0.8 million of existing MAI and DMG indebtedness.
The goodwill recorded as a result of this acquisition was approximately $10.0
million, which is being amortized using the straight-line method over 20
years.

         On March 12, 1998, the Company acquired Mobile Technology Inc.
("MTI"), which management believes was the second largest provider of mobile
MRI services in the United States, in a transaction accounted for as a
purchase. The Company has included the operations of MTI in its

                                      12
<PAGE>

consolidated financial statements from the date of acquisition. This
acquisition added 68 MRI systems operating in 31 states, 3 CT systems, 9
lithotripsy systems, and 3 brachytherapy systems to the Company's equipment
fleet. The purchase price consisted of $58.3 million for all of the equity
interests in MTI plus direct acquisition costs of approximately $2.0 million.
In connection with the acquisition, the Company also refinanced $37.4 million
of MTI's outstanding debt and paid MTI direct transaction costs of $3.5
million. To finance these expenditures, the Company increased its then
existing term loan facility by $20.0 million to provide total availability of
$70.0 million, established a new $50.0 million term loan facility and
borrowed an aggregate of $90.0 million thereunder, for which the Company
incurred debt issuance costs of approximately $2.8 million. The Company also
borrowed $5.4 million under its revolving loan facility and used $8.5 million
of cash on hand at MTI to complete the financing requirements. The goodwill
recorded as a result of this acquisition was approximately $30.0 million,
which is being amortized on a straight-line basis over 20 years.
Additionally, the Company assigned $67.2 million of the purchase price to
customer contracts and $2.9 million of the purchase price to assembled work
force. The amounts are being amortized on a straight-line basis over 20 and
four years, respectively. The allocation of the intangible assets acquired
was based on an independent valuation study.

         On May 19, 1998, the Company acquired Medical Diagnostics, Inc.
("MDI"), a subsidiary of U. S. Diagnostic, Inc. The purchase price consisted
of approximately $31.0 million plus the assumption of approximately $7.4
million in financing arrangements. The Company borrowed $30.0 million under
its revolving loan facility to finance the transaction. The acquisition has
been accounted for as a purchase and, accordingly, the results of operations
of MDI have been included in the Company's consolidated financial statements
from the date of acquisition. The goodwill recorded as a result of this
acquisition was $17.2 million which is being amortized on a straight-line
basis over 20 years. Additionally, the Company assigned $8.3 million of the
purchase price to customer contracts and $0.4 million of the purchase price
to assembled work force. The amounts are being amortized on a straight-line
basis over 20 and four years respectively. The allocation of the intangible
assets acquired was based on an independent valuation study.

         On August 17, 1998, SMT acquired all of the outstanding common stock
of RIA Management Services, Inc. ("RIA"). The acquisition was accounted for
as a purchase and, accordingly, the results of operations of RIA have been
included in the Company's consolidated financial statements from the date of
acquisition. The purchase price consisted of approximately $2.1 million in
cash plus the assumption of approximately $1.1 million in financing
arrangements. The acquisition was primarily funded from operating cash on
hand and a $1.0 million borrowing on SMT's revolving loan facility. The
goodwill recorded as a result of this acquisition was approximately $2.0
million, which is being amortized using the straight-line method over 20
years.

         On November 13, 1998, two wholly owned subsidiaries of the Company
acquired all of the outstanding common stock of CuraCare, Inc. and all of the
partnership interests in American Shared-CuraCare (collectively, "American
Shared"). The purchase price consisted of approximately $13.4 million in cash
plus the assumption of approximately $12.2 million in financing arrangements.
In connection with the acquisition, the Company also refinanced $13.1 million
of American Shared's outstanding debt. The Company borrowed $30.0 million
under a new tranche C term loan facility to finance the transaction. The
transaction has been accounted for as a purchase and, accordingly, the
results of operations of American Shared have been included in the Company's
consolidated financial statements from the date of acquisition. The goodwill
recorded as a result of this acquisition was

                                      13

<PAGE>

approximately $26.4 million which is being amortized on a straight-line basis
over 20 years. Additionally, the Company assigned $3.3 million of the
purchase price to customer contracts and $0.7 million of the purchase price
to assembled work force which is being amortized on a straight-line basis
over ten and four years respectively. The allocation of the intangible assets
acquired was based on an independent valuation study.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
--Revenues for the six months ended June 30, 1999 were $156.0 million, an
increase of $52.3 million, or 50.4%, over 1998, primarily due to the American
Shared, MTI and MDI acquisitions. The remaining increase reflects higher
scan-based MRI revenue, MRI revenue under fixed fee contracts and other
revenue items (including revenue for other modalities). Overall, MRI revenue
increased $48.9 million, as a result of a 52.0% increase in total scan volume
partially offset by a 1.0% decrease in the average revenue realized per MRI
scan. The average daily scan volume per MRI system increased 4.6% to 9.1 from
8.7 in the first six months of 1998. Management attributes the
non-acquisition volume increase to the Company's continuing MRI systems
upgrade program, which has enabled the Company to obtain new, long-term
contracts from both existing and new customers, and to the continuing
positive effect of marketing programs implemented in early 1997. Management
believes the decrease in average revenue realized per scan is primarily the
result of many customers achieving discount price levels in incremental scan
volume. Other revenue increased $3.4 million, or 29.5% partly related to a
$1.2 million increase in lithotripsy revenue associated with the MTI
acquisition, as well as a $0.9 million increase in SPECT camera revenue
associated with the American Shared acquisition. The remainder of the
increase in other revenue was primarily due to an increase in revenue
associated with other modalities.

         The Company operated 287 MRI systems at June 30, 1999 compared to
234 MRI systems at June 30, 1998. The increase was primarily a result of the
American Shared acquisition.

         Operating expenses, excluding depreciation, totaled $71.5 million in
the first six months of 1999, an increase of $24.8 million, or 53.1%, from
the first six months of 1998. Payroll and related employee expenses increased
$10.7 million, or 53.7%, primarily as a result of the American Shared, MTI
and MDI acquisitions as well as an increase in the number of employees
necessary to support new units in operation and increased scans per unit.
Preventative maintenance and cryogen expense increased $4.8 million, or
56.7%, due to an increase in the number of systems in service and the
expiration of warranties on an increased number of MRI systems. Equipment
rental expense increased $1.5 million, or 29.2%, resulting from a higher
number of leased MRI systems in operation.

         Depreciation expense during the first six months of 1999 totaled
$22.8 million, an increase of $7.9 million, or 53.0% from the 1998 level
principally due to a higher amount of depreciable assets associated with
equipment additions and upgrades and equipment acquired through acquisitions.
Amortization expense during the first six months of 1999 increased $3.0
million, or 69.8%, over the first six months of 1998 as a result of the
acquisitions made during 1998.

         Selling, general and administrative expenses totaled $16.0 million
in the first six months of 1999, an increase of $5.5 million, or 52.4%, from
the same period in 1998. Payroll and related expenses increased $3.0 million,
or 50.0%, primarily as a result of increased staffing levels necessary to
support the Company's increased level of operations and increased employee
compensation related to increased

                                      14
<PAGE>

sales commissions. Bad debt expense increased $1.1 million primarily as a
result of the growth in revenues and the application of the Company's more
conservative bad debt reserve policy to the acquired MTI, MDI and American
Shared operations.

         The transaction related costs for the first six months of 1999
primarily represent a severance accrual of $2.1 million, legal and
professional services of $0.9 million, an office lease termination accrual of
$0.2 million, and a fixed asset disposal reserve of $0.2 million recorded in
connection with the Merger. The transaction related costs for the first six
months of 1998 primarily represent a special non-recurring bonus paid in
connection with the MTI acquisition.

         Interest expense of $23.4 million in the first six months of 1999
was $4.5 million, or 23.8%, higher than the first six months of 1998, as a
result of higher average outstanding debt balances during 1999 as compared to
1998. This increase was primarily related to debt incurred in connection with
the MTI, MDI, and American Shared acquisitions.

         An income tax provision of $4.9 million was recorded in the first
six months of 1999. The effective tax rate decreased to 46.5% in 1999 from
53.2% in 1998 primarily as a result of non-deductible goodwill amortization
expense comprising a smaller percentage of book pre-tax income in 1999.

         The Company's income before extraordinary loss was $5.7 million in
the first six months of 1999 compared to income before extraordinary loss of
$3.6 million in the first six months of 1998, an increase of $2.1 million,
primarily attributable to the increase in revenues. The Company reported an
extraordinary loss of $2.3 million in the first six months of 1999 on early
extinguishment of debt related to the SMT debt refinancing compared to an
extraordinary loss of $1.3 million in the first six months of 1998 on early
extinguishment of debt related to the MTI debt refinancing. The earnings per
common share calculations reflect preferred dividend requirements and
financing fee accretion of $1.2 million in the first six months of 1999 and
$1.1 million in the first six months of 1998.

QUARTER ENDED JUNE 30, 1999 COMPARED TO QUARTER ENDED JUNE 30, 1998 --
Revenues for the quarter ended June 30, 1999 were $80.3 million, an increase
of $18.2 million, or 29.3%, over 1998, primarily due to the American Shared
and MDI acquisitions. The remaining increase reflects higher scan-based MRI
revenue, MRI revenue under fixed fee contracts and other revenue items
(including revenue for other modalities). Overall, MRI revenue increased
$17.6 million, as a result of a 30.4% increase in total scan volume partially
offset by a 0.9% decrease in the average revenue realized per MRI scan. The
average daily scan volume per MRI system increased 2.2% to 9.2 from 9.0 in
the second quarter of 1998. Management attributes the non-acquisition volume
increase to the Company's continuing MRI systems upgrade program, which has
enabled the Company to obtain new, long-term contracts from both existing and
new customers, and to the continuing positive effect of marketing programs
implemented in early 1997. Management believes the decrease in average
revenue realized per scan is primarily the result of many customers achieving
discount price levels in incremental scan volume. Other revenue increased
$0.6 million, or 9.2% partly related to a $0.4 million increase in
lithotripsy revenue, as well as a $0.5 million increase in SPECT camera
revenue, offset by a decrease in other revenue primarily due to a decrease in
revenue associated with other modalities.

         Operating expenses, excluding depreciation, totaled $36.0 million in
the second quarter of 1999, an increase of $8.0 million, or 28.6%, from the
second quarter of 1998. Payroll and related employee expenses increased $2.9
million, or 23.9%, primarily as a result of the American Shared and MDI

                                      15
<PAGE>

acquisitions as well as an increase in the number of employees necessary to
support new units in operation and increased scans per unit. Preventative
maintenance and cryogen expense increased $1.9 million, or 38.9%, due to an
increase in the number of systems in service and the expiration of warranties
on an increased number of MRI systems. Equipment rental expense increased
$0.7 million, or 23.4%, resulting from a higher number of leased MRI systems
in operation.

         Depreciation expense during the second quarter of 1999 totaled $11.8
million, an increase of $3.5 million, or 42.2% from the 1998 level
principally due to a higher amount of depreciable assets associated with
equipment additions and upgrades and equipment acquired through acquisitions.
Amortization expense during the second quarter of 1999 increased $1.0
million, or 37.0%, over the second quarter of 1998 as a result of the
acquisitions made during 1998.

         Selling, general and administrative expenses totaled $8.1 million in
the second quarter of 1999, an increase of $2.1 million, or 35.0%, from the
same period in 1998. Payroll and related expenses increased $1.1 million, or
31.9%, primarily as a result of increased staffing levels necessary to
support the Company's increased level of operations and increased employee
compensation related to increased sales commissions. Bad debt expense
increased $0.2 million primarily as a result of the growth in revenues and
the application of the Company's more conservative bad debt reserve policy to
the acquired MDI and American Shared operations.

         The transaction related costs for the first second quarter of 1999
primarily represent a severance accrual of $2.1 million, legal and
professional services of $0.9 million, an office lease termination accrual of
$0.2 million, and a fixed asset disposal reserve of $0.2 million recorded in
connection with the Merger.

         Interest expense of $11.8 million in the second quarter of 1999 was
$1.3 million, or 12.4%, higher than the second quarter of 1998, as a result
of higher average outstanding debt balances during 1999 as compared to 1998.
This increase was primarily related to debt incurred in connection with the
MDI and American Shared acquisitions.

         An income tax provision of $2.1 million was recorded in the second
quarter of 1999. The effective tax rate decreased to 43.6% in 1999 from 49.5%
in 1998 primarily as a result of non-deductible goodwill amortization expense
comprising a smaller percentage of book pre-tax income in 1999.

         The Company's income before extraordinary loss was $2.8 million in
the second quarter of 1999 compared to net income of $3.3 million in the
second quarter of 1998, a decrease of $0.5 million, primarily attributable to
the increase in transaction related costs offset by an increase in revenues.
The Company reported an extraordinary loss of $2.3 million in the second
quarter of 1999 on early extinguishment of debt related to the SMT debt
refinancing. The earnings per common share calculations reflect preferred
dividend requirements and financing fee accretion of $0.6 million in the
second quarter of 1999 and $0.5 million in the second quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES

         The Company generated cash of $33.5 million and $18.4 million from
operating activities during the first six months of 1999 and 1998,
respectively. Capital expenditures, consisting primarily of new equipment
purchases, totaled $54.2 million and $30.9 million during the six months
ended June 30, 1999 and 1998, respectively. Since January 1, 1999, the
Company has purchased 28 MRI systems,

                                      16
<PAGE>

including replacement systems. The Company expects to purchase additional
equipment under binding commitments in 1999 and finance such purchases with
the Company's Revolving Loan Facility.

         The Company's primary cash needs consist of capital expenditures and
debt service. The Company incurs capital expenditures for the purposes of (i)
providing routine upgrades of its MRI systems; (ii) replacing or making major
upgrades to older, less advanced systems with new state-of-the-art systems;
and (iii) purchasing new systems. The Company expects capital expenditures to
be approximately $87.4 million in 1999, which primarily reflects the
anticipated purchase of 45 new MRI systems, including replacement systems.
The Company's decision to purchase a new system is typically predicated on
obtaining new or extending existing customer contracts, which serve as the
basis of demand for the new system.

         As a result of the Recapitalization Merger, the Company issued
$185.0 million of Notes (consisting of $140.0 million Senior Subordinated
Notes due 2005, bearing interest at the rate of 9 5/8% per annum; and $45.0
million Floating Interest Rate Subordinated Term Securities due 2005, bearing
interest at a rate per annum equal to LIBOR plus 4.19%) which are payable
semiannually, and require no principal repayments until maturity. The Company
also entered into a $125.0 million Credit Agreement consisting of a $50.0
million Term Loan Facility and a $75.0 million Revolving Loan Facility, and
carried over approximately $12.7 million of other obligations. Subsequent
amendments to the Credit Agreement are described below.

         On March 12, 1998, the Company acquired MTI, another nationwide
provider of diagnostic imaging services. The Company funded the MTI
acquisition with $20.0 million of existing Term Loan availability under
tranche A, $5.4 million of revolver borrowings, a $20.0 million increase to
the Term Loan Facility under tranche A, and a new $50.0 million Term Loan
Facility under tranche B. The Credit Agreement was amended to provide for the
increased Term Facilities.

         On May 19, 1998, the Company acquired MDI, a subsidiary of U. S.
Diagnostic, Inc. The Company borrowed $30.0 million under its Revolving Loan
Facility to finance the transaction.

         On September 24, 1998, the Company completed a $90.0 million
expansion of its Credit Agreement. The transaction added a new $85.0 million
Term Loan Facility under tranche C and increased the Revolving Loan Facility
to $80.0 million ($46.4 million of which was funded at June 30, 1999). The
increased Loan Facilities provided funds to complete the American Shared
acquisition and also provided funds for future acquisitions and capital
expenditures.

         On November 13, 1998, the Company acquired American Shared. The
purchase price consisted of approximately $13.4 million plus the assumption
of approximately $12.2 million in financing arrangements. In connection with
the acquisition, the Company also refinanced $13.1 million of American
Shared's outstanding debt. The Company borrowed $30.0 million under the
tranche C Term Loan Facility to finance the transaction.

         On May 13, 1999, the Company acquired all the outstanding common
stock of Three Rivers, the parent corporation of SMT, in a stock-for-stock
merger. The Company exchanged approximately 1.6 million shares of common
stock for all the outstanding common shares of Three Rivers. In connection
with the Merger, the Company amended and restated its Credit Agreement to add
a new $70.0 million tranche D term loan facility which was used to fund:
repayment of SMT's existing

                                      17
<PAGE>

indebtedness - $62.0 million; payment on the Company's revolving loan
facility -$6.0 million; transaction costs charged to expense - $0.9 million;
deferred financing costs - $0.7 million; and an increase in the Company's
cash balance of $0.4 million.

         The Company believes that, based on current levels of operations and
anticipated growth, its cash from operations, together with other available
sources of liquidity, including borrowings available under the Revolving Loan
Facility, will be sufficient over the next several years to fund anticipated
capital expenditures and make required payments of principal and interest on
its debt, including payments due on the Notes and obligations under the
Credit Agreement.

         The Company's expansion and acquisition strategy may require
substantial capital, and no assurance can be given that the Company will be
able to raise any necessary additional funds through bank financing or the
issuance of equity or debt securities on terms acceptable to the Company, if
at all.

YEAR 2000 COMPLIANCE

         The following disclosure is a Year 2000 readiness disclosure
statement pursuant to the Year 2000 Readiness and Disclosure Act. The Company
has implemented a process to address its Year 2000 compliance issues. The
process includes: (i) an inventory and assessment of the compliance of
essential systems and equipment of the Company and of Year 2000 mission
critical suppliers, customers, and other third parties, (ii) the remediation
of non-compliant systems and equipment, and (iii) contingency planning. The
Company has completed its inventory of imaging and therapeutic systems and
has completed approximately 90% of its inventory of information systems. The
Company has identified its mission critical suppliers, customers and other
third parties and has contacted these parties to assess their Year 2000
readiness plans and progress. In some cases, the Company may seek reasonable
assurances with respect to Year 2000 compliance. During 1998, the Company
purchased Year 2000 compliant financial reporting software which has been
successfully implemented. As a result, the Company does not believe that its
financial reporting, wholesale billing, or accounts receivable functions will
be adversely affected by Year 2000 concerns. The cost of this software was
approximately $1.0 million, including installation.

         The Company has also been working closely with the original
equipment manufacturers ("OEMs") of its imaging and therapeutic systems to
address Year 2000 concerns. Approximately 98% of the Company's imaging and
therapeutic systems will be made compliant on a timely basis by the OEMs
pursuant to the Company's existing maintenance contracts. The Company cannot
currently estimate the additional costs that will be incurred to address Year
2000 concerns. The Company's analysis of its Year 2000 efforts are ongoing
and its overall plan and cost estimations will continue to evolve as new
information becomes available.

         The failure of the Company, its mission critical suppliers,
customers or third parties to be fully Year 2000 compliant for essential
systems and equipment by January 1, 2000 could result in interruptions in
normal business work operations. The Company's potential risks include: (i)
the inability to deliver imaging and therapeutic services, (ii) the delayed
receipt of payments from clients or fiscal intermediaries, (iii) the failure
of security systems, elevators, heating systems and other operational systems
in the Company's offices and (iv) the inability to receive critical equipment
from vendors. Each of these events could have a material adverse effect on
the Company's business, results of operations and financial condition.

                                      18
<PAGE>

         Contingency plans for Year 2000 related issues continue to be
developed and include, but are not limited to, identification of alternate
suppliers, alternate equipment and manual systems. However, any contingency
plan implemented by the Company may not succeed or may not be adequate to
meet the Company's needs without materially affecting the Company's business,
results of operations or financial condition.

FORWARD-LOOKING STATEMENTS

         Certain statements contained in Management's Discussion and Analysis
of Financial Condition and Results of Operations, particularly in the section
entitled "Liquidity and Capital Resources" and elsewhere in this quarterly
report on Form 10-Q, are forward-looking statements. Statements in this
quarterly report on Form 10-Q which address activities, events or
developments that the Company expects or anticipates will or may occur in the
future, including such things as results of operations and financial
condition, the consummation of acquisitions and financing transactions and
the effect of such transactions on the Company's business and the Company's
plans and objectives for future operations and expansion are examples of
forward-looking statements. These forward-looking statements are subject to
risks and uncertainties, including those identified as "Risk Factors" in the
Company's Registration Statements on Forms S-2 (No. 333-33817) and S-4 (No.
333-33787). The foregoing should not be construed as an exhaustive list of
all factors which could cause actual results to differ materially from those
expressed in forward-looking statements made by the Company. Actual results
may materially differ from anticipated results described in these statements.

                                      19

<PAGE>

PART II - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

                  On April 22, 1999 the Company's Board of Directors adopted
the Company's 1999 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). The Board's action was subsequently ratified by the written consent
of stockholders of a majority of the Company's outstanding common stock
pursuant to Section 228 of the Delaware General Corporation Law.

                  Pursuant to the Directors' Plan, the Company has reserved
for issuance options to acquire 50,000 shares of its common stock
(representing less than 1% of the Company's outstanding shares of common
stock on a fully diluted basis). Under the Directors' Plan, as of April 22,
1999 the Company granted to each of its non-employee directors options to
acquire 2,000 shares of the Company's common stock. The current non-employee
directors are (i) Robert H. Falk, (ii) Michael S. Gross, (iii) Joshua J.
Harris, (iv) Anthony R. Ignaczak, (v) Robert A. Katz, (vi) Mark D. Klein and
(vii) Michael D. Weiner. In addition, under the Directors' Plan each
non-employee director as of each subsequent April 22 shall be automatically
granted an option under the Plan to purchase an additional 1,000 shares of
the Company's common stock according to the terms of the Director's Plan,
beginning on April 22, 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         Exhibit No.    Note    Description

         3.1             (5)    Form of Amended and Restated Certificate of
                                Incorporation of the Company.

         3.2             (9)    Certificate of Amendment of Certificate of
                                Incorporation, dated July 30, 1998.

         3.3            (10)    Certificate of Designations, Powers, Preferences
                                and Rights of Series F Preferred Stock, dated
                                December 18, 1997.

         3.4             (9)    Certificate of Amendment of Certificate
                                Designations, Powers, Preferences and Rights of
                                Series F Preferred Stock, dated July 30, 1998.

         3.5             (5)    By Laws of the Company, as amended.

         4.1             (5)    Form of Indenture for the 9 5/8% Senior
                                Subordinated Notes due 2005 and the Senior
                                Subordinated Floating Rate Notes due 2005
                                (including the Forms of Notes as Exhibits A and
                                B thereto) between the Company and IBJ Schroder
                                Bank & Trust Company, as trustee.

         4.2            (10)    First Supplemental Indenture between the
                                Company, various subsidiaries of the Company and
                                IBJ Shroder, dated January 30, 1998.

                                      20
<PAGE>

         4.3            (10)    Second Supplemental Indenture between the
                                Company, various subsidiaries of the Company and
                                IBJ Shroder, dated March 12, 1998.

         4.4            (10)    Third Supplemental Indenture between the
                                Company, various subsidiaries of the Company and
                                IBJ Shroder, dated May 19, 1998.

         4.5            (10)    Fourth Supplemental Indenture between the
                                Company, various subsidiaries of the Company and
                                IBJ Shroder, dated November 13, 1998.

          4.6            (12)   Fifth Supplemental Indenture between the
                                Company, various subsidiaries of the Company and
                                IBJ Whitehall Bank & Trust Company dated May 13,
                                1999

          4.7            (5)    Form of Guarantee of the Notes.

         10.1            (1)    Form of Indemnification Agreement between the
                                Company and its directors and/or officers.

         10.2            (4)    Amended and Restated 1991 Stock Option Plan of
                                the Company, including forms of agreement used
                                thereunder.

         10.3            (8)    1997 Stock Option Plan of the Company, including
                                form of option agreement used thereunder.

         10.4           (13)    1999 Non-Employee Directors' Stock Option Plan,
                                including form of option agreement used
                                thereunder.

         10.5            (5)    Employment Agreement dated as of July 23, 1997
                                between the Company and Richard N. Zehner.

         10.6            (5)    Agreement Not to Compete dated as of July 23,
                                1997 among Newport Investment, LLC, the Company,
                                Richard N. Zehner and Vincent S. Pino.

         10.7            (7)    Amendment to Employment Agreement dated as of
                                July 23, 1997 between the Company and Richard N.
                                Zehner.

         10.8           (10)    Amendment to Employment Agreement dated as of
                                December 31, 1997 between the Company and
                                Richard N. Zehner.

         10.9           (10)    Second Amendment to Employment Agreement dated
                                as of February 5, 1998 between the Company and
                                Richard N. Zehner.

         10.10           (5)    Employment Agreement dated as of July 23, 1997
                                between the Company and Vincent S. Pino.

         10.11           (7)    Amendment to Employment Agreement dated as of
                                July 23, 1997 between the Company and Vincent S.
                                Pino.

                                      21

<PAGE>

         10.12          (10)    Amendment to Employment Agreement dated as of
                                December 31, 1997 between the Company and
                                Vincent S. Pino.

         10.13          (10)    Second Amendment to Employment Agreement dated
                                as of February 5, 1998 between the Company and
                                Vincent S. Pino.

         10.14           (8)    Employment Agreement dated as of January 19,
                                1998 between the Company and Kenneth S. Ord.

         10.15           (8)    Agreement Not to Compete dated as of January 19,
                                1998 between the Company and Kenneth S. Ord.

         10.16           (2)    Employment Agreement dated as of September 9,
                                1993 between the Company and Terry A. Andrues.

         10.17           (2)    Employment Agreement dated as of June 6, 1994
                                between the Company and Cheryl A. Ford.

         10.18           (2)    Employment Agreement dated as of September 9,
                                1993 between the Company and Jay A. Mericle.

         10.19           (2)    Employment Agreement dated as of June 6, 1994
                                between the Company and Neil M. Cullinan.

         10.20          (10)    Agreement Not to Compete dated as of April 29,
                                1998 between the Company and Raymond M. Almieri.

         10.21          (10)    Employment Agreement dated as of April 29, 1998
                                between the Company and Raymond M. Almieri.

         10.22          (10)    Employment Agreement dated as of April 29, 1998
                                between the Company and Russell D. Phillips, Jr.

         10.23          (10)    Agreement Not to Compete dated as of April 29,
                                1998 between the Company and Russell D.
                                Phillips, Jr.

         10.24           (3)    Employment Agreement dated as of July 7, 1995
                                between the Company and Michael W. Grismer.

         10.25           (6)    Agreement and Plan of Merger dated as of January
                                13, 1998 relating to the acquisition of Mobile
                                Technology Inc.

         10.26           (8)    Securities Purchase Agreement dated as of March
                                12, 1998 relating to the acquisition of American
                                Shared-CuraCare and CuraCare, Inc.

                                      22
<PAGE>

         10.27           (8)    Stock Purchase Agreement dated as of March 30,
                                1998 among the Company, US Diagnostic, Inc. and
                                Medical Diagnostics, Inc.

         10.28          (11)    Agreement and Plan of Merger dated as of April
                                14, 1999 among the Company and Three Rivers
                                Holding Corp.

         10.29          (12)    Amended and Restated Credit Agreement dated May
                                13, 1999 among the Company, Various Lending
                                Institutions, Salomon Brothers Holding Company
                                Inc. and Bankers Trust Company

         10.30          (12)    Amendment No. 1 dated May 13, 1999 to the
                                Registration Rights Agreement dated December 18,
                                1997 between the Company and Newport Investment
                                LLC

         27.1           (13)    Financial Data Schedule.

---------------------

(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 exhibit filed in
         response to Item 6(a), "Exhibits" of the Company's Quarterly Report on
         Form 10-Q for the quarter ended June 30, 1994.

(3)      Incorporated by reference herein to Exhibit 10.36 filed in response to
         Item 6(a), "Exhibits" of the Company's Quarterly report on Form 10-Q
         for the quarter ended June 30, 1995.

(4)      Incorporated by reference herein to Exhibits filed with The Company's
         Registration Statement on Form S-1, No. 33-40805, initially filed on
         May 24, 1991 and The Company's definitive Proxy Statement with respect
         to its Annual Meeting of Shareholders held May 16, 1996.

(5)      Incorporated by reference to exhibits filed with the Company
         Registration Statement on Form S-2, No. 333-33817.

(6)      Incorporated by reference to exhibits filed with the Company's Current
         Report on Form 8-K dated January 13, 1998.

(7)      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, 1997.

(8)      Incorporated by reference to exhibits filed in response to Item 6,
         "Exhibits" of the Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1998.

(9)      Incorporated by reference to exhibits filed in response to Item 6,
         "Exhibits" of the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1998.

                                      23
<PAGE>

(10)     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, 1998.

(11)     Incorporated by reference to exhibits filed in response to Item 7,
         "Exhibits" of the Company's Form 8-K Current Report dated April 16,
         1999.

(12)     Incorporated by reference to exhibits filed in response to Item 7,
         "Exhibits" of the Company's Form 8-K Current Report dated May 24, 1999.

(13)     Filed herewith.


         (b) Reports on Form 8-K in the second quarter of 1999:

             On April 16, 1999, the Registrant filed a report on Form 8-K
             announcing that it had signed a definitive Agreement and Plan of
             Merger (the "Merger Agreement") to acquire all of the outstanding
             common stock of Three Rivers Holding Corp., parent corporation of
             SMT Health Services Inc., in a stock-for-stock merger.

             On May 24, 1999, the Registrant filed a report on Form 8-K
             announcing that on May 13, 1999 it had consummated the transactions
             contemplated by the Merger Agreement pursuant to which the
             Registrant acquired all of the outstanding common stock of Three
             Rivers Holding Corp., parent corporation of SMT Health Services
             Inc., in a stock-for-stock merger.

                                      24

<PAGE>

                                   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.



August 12, 1999                   By: /S/ Richard N. Zehner
                                      ------------------------------------------
                                          Richard N. Zehner
                                          Chairman of the Board of Directors 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 August 12, 1999.

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

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

   /S/ Kenneth S. Ord
   -----------------------------     Executive Vice President and
       Kenneth S. Ord                Chief Financial Officer
                                     (Principal Financial Officer)

                                      25