<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 :  SEPTEMBER 30, 1997
                                            ------------------

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

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


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


                            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   (X)        No   (   )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 1997:
                      Common Stock, $.01 par value,  11,023,344


<PAGE>


                               ALLIANCE  IMAGING,  INC.
                                      FORM 10-Q
                                  September 30, 1997

                                        Index

                                                                            Page
                                                                            ----

PART I -  FINANCIAL INFORMATION

Item 1 -  Condensed Financial Statements:

               Condensed Consolidated Balance Sheets                          3
               September 30, 1997 and December 31, 1996
            
               Condensed Consolidated Statements of  Income                   4
               Three and nine months ended September 30, 1997 and 1996
            
               Condensed Consolidated Statements of Cash Flows                5
               Nine months ended September 30, 1997 and 1996
            
               Notes to Condensed Consolidated Financial Statements           7
            
Item 2 -       Management's Discussion and Analysis                          10
               of Financial Condition and Results of
               Operations


PART II - OTHER INFORMATION                                                  18


SIGNATURES                                                                   26


<PAGE>

                               ALLIANCE IMAGING, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS

 
<TABLE>
<CAPTION>
                                                                               SEPTEMBER 30,       DECEMBER 31,
                                                                                   1997                1996*
                                                                                   ----                -----
                                                                               (UNAUDITED)
                     ASSETS
<S>                                                                          <C>                 <C>
Current assets:
   Cash and short-term investments                                           $ 10,557,000        $ 10,867,000
   Accounts receivable, net of allowance for doubtful accounts                 10,597,000           8,889,000
   Prepaid expenses                                                               997,000             710,000
   Other receivables                                                              115,000             345,000
                                                                             ------------        ------------
Total current assets                                                           22,266,000          20,811,000

Equipment, at cost                                                            152,113,000         121,354,000
   Less--Accumulated depreciation                                             (52,511,000)        (43,735,000)
                                                                             ------------        ------------
                                                                               99,602,000          77,619,000
Goodwill                                                                       26,657,000          27,990,000
Deposits and other assets                                                       3,098,000           2,090,000
                                                                             ------------        ------------
Total assets                                                                 $151,623,000        $128,510,000
                                                                             ------------        ------------
                                                                             ------------        ------------

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                          $  3,039,000        $  1,765,000
   Accrued compensation and related expenses                                    3,399,000           3,465,000
   Other accrued liabilities                                                   11,268,000           6,341,000
   Current portion of long-term debt                                           20,476,000          16,323,000
                                                                             ------------        ------------
Total current liabilities                                                      38,182,000          27,894,000

Long-term debt, net of current portion                                         62,597,000          72,702,000

Other liabilities                                                               2,188,000           2,029,000

Deferred income taxes                                                           4,831,000           4,831,000

Redeemable preferred stock                                                              -           4,694,000

Non-redeemable preferred and common stockholders' equity:
   Convertible preferred stock                                                 18,000,000             388,000
   Common stock                                                                   110,000             109,000
   Additional paid-in capital                                                  36,561,000          34,404,000
   Accumulated deficit                                                        (10,846,000)        (18,541,000)
                                                                             ------------        ------------
Total non-redeemable preferred and common stockholders' equity                 43,825,000          16,360,000
                                                                             ------------        ------------
Total liabilities and stockholders' equity                                   $151,623,000        $128,510,000
                                                                             ------------        ------------
                                                                             ------------        ------------
</TABLE>
 
*Derived from audited financial statements
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                          3
<PAGE>

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


<TABLE>
<CAPTION>
                                                           Three Months Ended September 30,         Nine Months Ended September 30,
                                                               1997               1996                 1997               1996
                                                               ----               ----                 ----               ----

<S>                                                       <C>                 <C>                 <C>                 <C>
Revenues                                                  $22,374,000         $17,795,000         $62,285,000         $49,097,000

Cost and expenses:
   Operating expenses, excluding depreciation               9,684,000           8,530,000          27,499,000          23,549,000
   Depreciation expense                                     4,078,000           3,122,000          11,222,000           9,170,000
   Selling, general and administrative expenses             2,261,000           1,719,000           6,251,000           4,879,000
   Amortization expense, primarily goodwill                   602,000             564,000           1,767,000           1,309,000
   Interest expense, net of interest income                 1,758,000           1,501,000           5,315,000           4,184,000
                                                          -----------         -----------         -----------         -----------
Total costs and expenses                                   18,383,000          15,436,000          52,054,000          43,091,000
                                                          -----------         -----------         -----------         -----------

Income before income taxes and extraordinary gain           3,991,000           2,359,000          10,231,000           6,006,000
Provision for income taxes                                  1,355,000             410,000           3,480,000             955,000
                                                          -----------         -----------         -----------         -----------
Income before extraordinary gain                            2,636,000           1,949,000           6,751,000           5,051,000
Extraordinary gain, net of taxes                                    -                   -           1,332,000                   -
                                                          -----------         -----------         -----------         -----------
Net income                                                  2,636,000           1,949,000           8,083,000           5,051,000
Less:  Preferred stock dividends                                    -            (238,000)                  -            (706,000)
Add:  Excess of carrying amount of preferred stock
   repurchased over consideration paid                              -                   -           1,906,000                   -
                                                          -----------         -----------         -----------         -----------
Income applicable to common stock                         $ 2,636,000         $ 1,711,000         $ 9,989,000         $ 4,345,000
                                                          -----------         -----------         -----------         -----------
                                                          -----------         -----------         -----------         -----------


Weighted average common and common equivalent
   shares outstanding                                      15,130,000          11,558,000          14,028,000          11,463,000
                                                          -----------         -----------         -----------         -----------
                                                          -----------         -----------         -----------         -----------


Earnings per share:

   Income before items below                              $      0.17         $      0.15         $      0.48         $      0.38
   Excess of carrying amount of preferred stock
      repurchased over consideration paid                           -                   -                0.14                   -
                                                          -----------         -----------         -----------         -----------
   Income before extraordinary gain                              0.17                0.15                0.62                0.38
   Extraordinary gain, net of taxes                                 -                   -                0.09                   -
                                                          -----------         -----------         -----------         -----------
Income applicable to common stock                         $      0.17         $      0.15         $      0.71         $      0.38
                                                          -----------         -----------         -----------         -----------
                                                          -----------         -----------         -----------         -----------

</TABLE>
 
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                          4
<PAGE>

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

 <TABLE>
<CAPTION>


                                                                               NINE MONTHS ENDED SEPTEMBER 30,
                                                                               -------------------------------
                                                                                  1997                1996
                                                                                  ----                ----
<S>                                                                           <C>                 <C>
OPERATING ACTIVITIES
Net income                                                                    $ 8,083,000         $ 5,051,000
Adjustments to reconcile net income to net cash
provided by operating activities:
  Extraordinary gain                                                           (1,332,000)                  -
  Depreciation and amortization                                                12,989,000          10,479,000
  Amortization of deferred financing charges                                       42,000             325,000
  Distributions in excess of (undistributed) income
     of investee                                                                   85,000             (74,000)
Changes in operating assets and liabilities:
  Accounts receivable, net                                                     (1,630,000)         (1,696,000)
  Prepaid expenses                                                               (287,000)           (566,000)
  Other receivables                                                               230,000             247,000
  Other assets                                                                 (1,302,000)            (31,000)
  Accounts payable, accrued compensation and
     other accrued liabilities                                                  5,053,000           2,496,000
  Other liabilities                                                               159,000           1,117,000
                                                                              -----------         -----------
Net cash provided by operating activities                                      22,090,000          17,348,000

INVESTING ACTIVITIES:
Equipment purchases                                                           (32,940,000)        (20,504,000)
Decrease in deposits on equipment                                                 150,000           1,297,000
Purchase of contracts and related assets of Mobile
     M.R. Venture, Ltd.                                                                 -            (455,000)
Purchase of common stock of Royal Medical
     Health Services, Inc., net of cash acquired                                        -          (1,844,000)
Purchase of common stock of Sun MRI
    Services, Inc., net of cash acquired                                                -            (269,000)
Purchase of contracts and related assets of
    West Coast Mobile Imaging                                                           -             (90,000)
Purchase of MRI contracts and related assets of
    Pacific Medical Imaging, Inc.                                                (756,000)                  -
                                                                              -----------         -----------
Net cash used in investing activities                                         (33,546,000)        (21,865,000)
 
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                          5
<PAGE>

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

 <TABLE>
<CAPTION>

                                                                               NINE MONTHS ENDED SEPTEMBER 30,
                                                                               -------------------------------
                                                                                   1997                 1996
                                                                                   ----                 ----
<S>                                                                           <C>                 <C>
FINANCING ACTIVITIES:
Payment of preferred stock dividends                                             (653,000)           (930,000)
Repurchase of senior subordinated debentures                                   (2,286,000)                  -
Repurchase of Series A preferred stock                                         (2,523,000)                  -
Principal payments on long-term debt                                          (14,324,000)         (9,567,000)
Proceeds from long-term debt                                                   25,782,000          15,618,000
Proceeds from senior bridge loan                                                5,128,000                   -
Proceeds from exercise of employee stock options                                   22,000              21,000
Increase in deferred financing charges                                                  -             (76,000)
                                                                              ------------        -----------
Net cash provided by financing activities                                      11,146,000           5,066,000
                                                                              ------------        -----------

Net (decrease) increase in cash and short-term
   investments                                                                   (310,000)            549,000
Cash and short-term investments, beginning of period                           10,867,000          11,128,000
                                                                              ------------        -----------
Cash and short-term investments, end of period                                $10,557,000         $11,677,000
                                                                              ------------        -----------
                                                                              ------------        -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                                                 $ 5,562,000         $ 4,176,000
Income taxes paid                                                                 337,000             307,000

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Conversion of senior bridge loan into Series D 4%
   convertible preferred stock                                                $18,000,000                   -
Conversion of Series C 5% convertible preferred stock into
   common stock                                                               $   388,000                   -
</TABLE>


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
                                          6
<PAGE>

                                  Alliance Imaging, Inc.
               Notes to Condensed Consolidated Financial Statements
                                  September 30, 1997
                                     (Unaudited)
1.   BASIS OF PREPARATION

          The accompanying unaudited condensed consolidated financial statements
     have been prepared by Alliance Imaging, Inc. ("Alliance" or "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 (consisting of normal
     recurring accruals) considered necessary for a fair presentation have been
     included.  Operating results for the nine month period ended September 30,
     1997, are not necessarily indicative of the results that may be expected
     for the year ending December 31, 1997. For further information, refer to
     the consolidated financial statements and footnotes thereto included in the
     Company's annual report on Form 10-K for the year ended December 31, 1996.

          The earnings per common share for the nine month periods ended
     September 30, 1997 and 1996 are based upon weighted average common and
     common equivalent shares outstanding during the period.  For the nine month
     period ended September 30, 1996, common equivalent shares include the
     dilutive effect of stock options with an exercise price lower than current
     market value and reflect preferred dividend requirements of $706,000.  For
     the nine month period ended September 30, 1997, common equivalent shares
     include the dilutive effect of warrants and stock options with exercise
     prices lower than current market value, as well as the assumed conversion
     of the Series D convertible preferred stock into common shares.
     Supplemental earnings per share for the nine months ended September 30,
     1997 based on historical earnings per share adjusted assuming the
     conversion of the senior bridge loan into Series D convertible preferred
     stock had occurred on January 1, 1997 is $0.47 per share.  This calculation
     ignores amounts reported in the 1997 historical results as gain arising
     from the repurchase of the senior subordinated debentures and the earnings
     per share benefit arising from the excess of carrying value of the
     preferred stock repurchased over the consideration paid.  Therefore, this
     supplemental earnings per share calculation is the most comparable to the
     $0.48 per share "income before items below" reported in the Company's first
     nine months ended 1997 historical results of operations.

          In February 1997, the Financial Accounting Standards Board issued
     Statement No. 128, "Earnings per Share", which is required to be adopted on
     December 31, 1997.  At that time, the Company will be required to change
     the method currently used to compute earnings per share and to restate all
     prior periods.  Under the new requirements for calculating basic earnings
     per share, the dilutive effect of stock options, warrants  and the Series D
     convertible preferred stock will be excluded.  The impact is expected to
     result in an increase to basic earnings per share for the nine months ended
     September 30, 1997 and 1996 of $.10 and $.02, per share respectively.

                                          7
<PAGE>

                                Alliance Imaging, Inc.
           Notes to Condensed Consolidated Financial Statements (continued)
                                  September 30, 1997
                                     (Unaudited)

     The provisions for income taxes for the nine month periods ended September
     30, 1997 and 1996 are less than the statutory federal rate due to
     utilization of certain net operating loss carryforwards during the periods.

2.   SUBSEQUENT EVENT

          On July 23, 1997, Alliance entered into an Agreement and Plan of
     Merger as amended, (the "Recapitalization Merger Agreement").  Under the
     terms of the Recapitalization Merger Agreement, an entity formed by
     affiliates of Apollo Management, L.P. (collectively, "Apollo") will merge
     with and into Alliance (the "Recapitalization").  Each share of Alliance
     common stock, par value $.01 per share, issued and outstanding immediately
     prior to the effective time of the Recapitalization, other than dissenting
     shares, either (1) will be converted into the right to receive $11.00 in
     cash or (2) will be retained by such stockholder.  The Recapitalization
     Merger Agreement requires that 409,091 shares in the aggregate of common
     stock be retained by Alliance's existing stockholders; therefore, the right
     to receive either $11.00 in cash for each share or to retain that share of
     Alliance common stock is subject to proration.

          The proposed Recapitalization is subject to stockholder approval.
     However, pursuant to a Stockholder Agreement, stockholders representing
     beneficial ownership of not less than 54.4% of Alliance common stock (the
     "Stockholders") have agreed to vote all shares beneficially owned by them
     in favor of the approval of the Recapitalization Merger Agreement and the
     Recapitalization and to convert or exercise all securities they hold that
     are convertible into or exercisable for shares of Alliance common stock
     prior to the time of the special meeting of shareholders called in
     connection with the Recapitalization.  In addition, each Stockholder has
     granted to Apollo an option to acquire their shares of common stock, and a
     proxy to vote such shares in favor of the Recapitalization.  At the closing
     of the Recapitalization, significant new sources of financing will be
     provided to Alliance for the purchase of shares of common stock in the
     Recapitalization, repayment of indebtedness, and for working capital
     purposes, among other uses.

          The Recapitalization Merger Agreement originally contemplated that, in
     connection with the closing of the Recapitalization, Alliance would also
     acquire all of the capital stock of the parent corporation of SMT Health
     Services Inc. ("SMT") from Apollo, in exchange for additional shares of
     Alliance common stock.  The Recapitalization Merger Agreement has been
     amended to eliminate that transaction; as a result, SMT will not be
     acquired by Alliance in connection with the Recapitalization, and instead
     will remain an independent company owned by Apollo.

                                          8
<PAGE>

                                Alliance Imaging, Inc.
                 Notes to Condensed Consolidated Financial Statements
                                  September 30, 1997
                                     (Unaudited)


     After the consummation of the Recapitalization, the Company will adopt a
new employee stock option plan pursuant to which options (the "New Options")
with respect to a total of, 454,545 shares of Alliance common stock (the "New
Option Shares") will be available for grant.  The New Option Shares will be
allocated in amounts agreed upon between Apollo and the Company.  Of the new
Option Shares, 50% will vest in equal increments over four years ending on the
fourth anniversary of the last day of the consummation of the Recapitalization.
The remaining 50% will vest seven and one-half years after the date of grant,
subject to acceleration if certain per-share equity targets are achieved.
Vesting of New Options occurs only during an employee's term of employment.  The
exercise price for the New Options is expected to be at the fair market value
at a grant date (i.e., $11.00 per share at the consummation of the
Recapitalization).

     As a part of the new financing to be provided, Alliance plans to sell $165
million of Senior Subordinated Notes (the "Notes") in an underwritten public
offering.  The Notes are to be unconditionally guaranteed, on a senior
subordinated basis, jointly and severally, by all significant direct and
indirect consolidated subsidiaries of Alliance, which consist of Royal Medical
Health Services, Inc., Alliance Imaging of Central Georgia, Inc., Alliance
Imaging of Ohio, Inc. and Alliance Imaging of Michigan, Inc.

     On October 20, 1997 the Company announced execution of a definitive
agreement to acquire Medical Consultants Imaging Co. ("MCIC"), a  Cleveland,
Ohio based provider of mobile MRI services, CT services and other outsourced
healthcare services.  The acquisition also includes MCIC's one-half interest in
an operating joint venture in Michigan. The purchase price consists of $13
million cash (subject to certain reductions) plus the assumption of
approximately $5 million in financing arrangements. MCIC operates 14 mobile MRI
systems and several other diagnostic imaging systems, primarily in Ohio,
Michigan, Indiana and Pennsylvania. The transaction is expected to close in
November 1997.

                                          9
<PAGE>

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

OVERVIEW


     The Company is a leading nationwide provider of diagnostic imaging services
and related outsourced radiology services.  The Company primarily provides
magnetic resonance imaging (MRI) 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 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 95 MRI
systems and services over 355 MRI customers in 36 states under exclusive
contracts with average remaining length of approximately 24 months as of
September 30, 1997.

     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 also provides CT services and imaging systems.  Revenues from
CT services and imaging systems accounted for less than 5% of the Company's
revenues for the year ended December 31, 1996.

     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.

     Among other things, the Company is subject to the risk that customers will
cease using the Company's MRI services, upon expiration of contracts, to
purchase or lease their own MRI systems.  In the past, when this has occurred,
the Company has generally been able to obtain replacement customers.  However,
it is not always possible to immediately obtain replacement customers, and some
replacement customers have been smaller facilities and have had lower scan
volumes.

     The health care industry is highly regulated and very competitive.  The
current health care environment is characterized by cost containment pressures
which management believes have resulted in decreasing revenues per scan.
Although scan prices appear to have stabilized, the Company expects modest
continuing downward pressure on pricing levels.  However, in many cases higher
scan volumes associated with new customer contracts justify lower scan prices
and

                                          10
<PAGE>

such contracts do not adversely impact the Company's revenues and profitability.
Although the Company has experienced increased scan volumes in 1995, 1996, and
in the first nine months of 1997, it has also had periods of declining volumes
in earlier years, and there can be no assurance that the recent positive trends
will continue.

     The Company has implemented numerous cost containment and efficiency
measures to reduce operating, payroll and selling, general and administrative
costs.  It has also developed a new marketing plan to refocus and expand its
sales and marketing efforts, and has substantially upgraded its MRI systems over
the last few years.  Additionally, the Company continues to evaluate the
profitability of certain existing customer relationships with a view toward
eliminating unprofitable accounts.

     The Company's ongoing equipment trade-in and upgrade program has
substantially improved the marketability and productivity of its MRI and
computed axial tomography (CT) systems.  The Company periodically evaluates its
older, less marketable MRI systems to determine if it is more beneficial for
them to continue in profitable, although reduced, revenue service, or to trade
in such equipment in connection with new system purchases.  The Company expects
to operate its few remaining older systems for another one to two years, after
which time such systems will be traded-in or otherwise disposed of.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996 -- Revenues for the first nine months of 1997 were $62,285,000, an increase
of $13,188,000, or 26.9%, over 1996.  This increase reflects a scan-based MRI
revenue increase of $11,706,000, or 26.9% ($2,515,000 or 5.8% as a result of MRI
operations acquired subsequent to the first quarter of 1996), resulting from a
29.2% increase in total scan volume partially offset by a 1.8% decrease in the
average revenue realized per MRI scan. The average daily scan volume per MRI
system increased  7.5% to 7.2 from 6.7 in 1996.  Management attributes the
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 effect of marketing programs implemented in early
1997.  Management believes the decrease in average revenue realized per scan is
the result of: many customers achieving discount price levels on incremental
scan volumes; obtaining contracts with customers that have high scan volumes
which justify lower scan prices; and continuing competitive pressure in the MRI
service industry and cost containment efforts by health care payers.   CT
revenues increased $782,000, or 29.4%, as a result of internal growth and the
fourth quarter 1996 acquisition of a small CT business.  Other revenues
increased $548,000 primarily as a result of the implementation in late 1996 of a
program providing management services for a large portfolio of imaging systems
owned by others.

     The Company operated 95 MRI systems at September 30, 1997 compared to 86
MRI systems at September 30, 1996.  The average number of MRI systems operated
by the Company was 89 during the first nine months of 1997, compared to 84
during the first nine months of 1996.

                                          11
<PAGE>

     Operating expenses, excluding depreciation, totaled $27,499,000 in the
first nine months of 1997, an increase of $3,950,000, or 16.8%, from the first
nine months of 1996.  Payroll and related employee expenses increased
$2,028,000, or 19.1%, primarily as a result of an increase in operating staffing
levels necessary to support revenue growth.  Repairs and maintenance expense
increased $477,000, or 40.0%, due to an increased number of systems in service.
Fuel and other vehicle expenses collectively increased $387,000, or 36.8%,
primarily due to increasing fuel prices and the addition of new mobile MRI
systems.  Preventative maintenance and cryogen contract expense increased
$186,000, or 2.8%, due to the expiration of the warranties on an increased
number of MRI systems.  Other operating expenses (including insurance, site
fees, office expenses, equipment rental, supplies and professional services)
increased $872,000, or 21.0 %, as a result of the increased level of operations.

     Depreciation expense during the first nine months of 1997 totaled
$11,222,000, an increase of $2,052,000, or 22.4%, from the 1996 level
principally due to a higher amount of depreciable assets associated with
equipment additions and upgrades.  Amortization expense during the first nine
months of 1997 increased $458,000, or 35.0%, over the 1996 period as a result of
goodwill amortization associated with recent business acquisitions.

     Selling, general and administrative expenses totaled $6,251,000 in the
first nine months of 1997, an increase of $1,372,000, or 28.1%, from the same
period in 1996. Professional services expenses increased $566,000, or 147.0%,
primarily due to costs associated with increased investor relations efforts and
merger and acquisition activity.  Payroll and related expenses increased
$436,000, or 12.0%, primarily as a result of increased staffing levels necessary
to support the Company's increased level of operations. Other expenses increased
primarily as a result of expanded marketing programs and costs associated with
relocating the Company's corporate offices.

     Interest expense of $5,315,000 in the first nine months of 1997 was
$1,131,000, or 27.0%, higher than the same period in 1996, as a result of higher
average outstanding debt balances during 1997 as compared to 1996.  This
increase was primarily related to the senior bridge loan (which was converted
into Series D convertible preferred stock on March 26, 1997) and to the
financing of several new imaging systems during the first nine months of 1997.

     An income tax provision of $3,480,000 was recorded in the first nine months
of 1997, which was higher than the tax provision recorded in the same period in
1996 by $2,525,000, or 264.4%.   The increase resulted from the increase in
income before taxes and an increase in the Company's effective tax rate. The
effective income tax rate increased to 34.0% in 1997 from 15.9% in 1996 because
the Company's taxable income in 1997 is expected to exceed remaining available
net operating loss carryforwards.

     The Company's income before extraordinary gain was $6,751,000 in the first
nine months of 1997 compared to net income of $5,051,000 in the first nine
months of 1996, an increase of $1,700,000, or 33.7%, primarily attributable to
the increase in revenues achieved without a proportionate increase in costs and
administrative expenses.  The Company reported an extraordinary gain, net of
income taxes, in the first quarter of 1997 of $1,332,000 on early extinguishment
of debt in January 1997.

                                          12
<PAGE>

     Earnings per common share directly related to operations totaled $0.48 in
the first nine months of 1997, compared to earnings per common share of $0.38
for the same period in 1996, an increase of 26.3%.  Alliance reported an
extraordinary gain, net of income taxes, in the first quarter of 1997 of
$1,332,000, or $0.11 per common share, on early extinguishment of debt in
January 1997.  In addition, Alliance recorded $1,906,000 or $0.16 per common
share related to the excess of the carrying amount of the Series A 6% cumulative
preferred stock repurchased over the consideration paid in January 1997.
Although the preceding earnings per share amounts for the first nine months of
1997 are not representative of operating performance in accordance with
generally accepted accounting principles ("GAAP"), they have been provided to
highlight the significant non-recurring elements contained within the GAAP
earnings per share calculation.  Earnings per common share totaled $0.71 in the
first nine months of 1997.  The earnings per common share calculations reflect
preferred dividend requirements of $706,000 in the first nine months of 1996 and
none in 1997.

QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1996 --
Revenues for the third quarter of 1997 were $22,374,000, an increase of
$4,579,000, or 25.7%, over the third quarter of 1996. This increase reflects a
scan-based MRI revenue increase of $3,991,000, or 25.2%, resulting from a 27.2%
increase in total scan volume partially offset by a 1.6% decrease in the average
revenue realized per MRI scan. The average daily scan volume per MRI system
increased 7.1% to 7.5 from 7.0 in 1996.  Management attributes the 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; certain smaller business acquisitions; and to the effect of
recently implemented marketing programs.  Management believes the decrease in
average revenue realized per scan is the result of: many customers achieving
discount price levels on incremental scan volumes;  obtaining contracts with
customers that have high scan volumes which justify lower scan prices; and
continuing competitive pressure in the MRI service industry and cost containment
efforts by health care payers.  CT revenues increased $385,000, or 46.9%, as a
result of internal growth and the fourth quarter 1996 acquisition of a small CT
business. Other revenues increased $248,000 primarily as a result of the
implementation in late 1996 of a program providing management services for a
large portfolio of imaging systems owned by others.

     The average number of MRI systems operated by the Company was 93 during the
third quarter of 1997, compared to 88 during the third quarter of 1996.

     Operating expenses, excluding depreciation, totaled $9,684,000 in the third
quarter of 1997, an increase of $1,154,000, or 13.5%, from the third quarter of
1996.  Payroll and related employee expenses increased $777,000, or 20.2%,
primarily as a result of an increase in operating staffing levels necessary to
support revenue growth. Repairs and maintenance increased $112,000, or 23.8%,
due to an increased number of systems in service. Fuel and other vehicle
expenses collectively increased $98,000, or 22.7%, primarily due to increasing
fuel prices and the addition of new mobile MRI systems. Preventative maintenance
and cryogen contract expense increased $48,000, or 2.3%, due to the expiration
of the warranties on an increased number of MRI systems.  Other operating
expenses (including insurance, office

                                          13
<PAGE>

supplies, equipment rental, supplies and professional services) increased
$119,000, or 7.7%, as a result of the increased level of operations.

     Depreciation expense during the third quarter of 1997 totaled $4,078,000,
an increase of $956,000, or 30.6%, from the 1996 level principally due to a
higher amount of depreciable assets associated with equipment additions and
upgrades.  Amortization expense during the third quarter of 1997 increased
$38,000, or 6.7%, over the 1996 period as a result of goodwill amortization
associated with a recent business acquisition.

     Selling, general and administrative expenses totaled $2,261,000 in the
third quarter of 1997, an increase of $542,000 or 31.5%, from the same period in
1996.  Professional services expenses increased $269,000, or 199.1%, primarily
due to costs associated with increased merger and acquisition activity.  Payroll
and related expenses increased $179,000, or 14.5%, primarily as a result of
increased staffing levels necessary to support the Company's increased level of
operations. Other expenses increased primarily as a result of expanded marketing
programs and costs associated with relocating the Company's corporate offices.

     Interest expense of $1,758,000 in the third quarter of 1997 was $257,000,
or 17.1%, higher than 1996, as a result of higher average outstanding debt
balances during 1997 as compared to 1996.  This increase was primarily related
to financed purchases of new equipment.

     An income tax provision of $1,355,000 was recorded in the third quarter of
1997, which was higher than the tax provision recorded in the same period of
1996 by $945,000, or 230.5%.   The increase resulted from the increase in income
before taxes and an increase in the Company's effective tax rate. The effective
income tax rate increased to 34.0% in the third quarter of 1997 from 17.4% in
1996 because the Company's taxable income in 1997 is expected to exceed
remaining available net operating loss carryforwards.

     The Company's net income was $2,636,000 in the third quarter of 1997
compared to net income of $1,949,000 in the third quarter of 1996, an increase
of $687,000, or 35.2%, primarily attributable to the increase in revenues
achieved without a proportionate increase in costs and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 1997, cash and short-term investments were $10,557,000
compared to $10,867,000 at December 31, 1996, and the aggregate of the Company's
long-term debt was $62,597,000 compared to $72,702,000 at December 31, 1996.
The Company maintains a $3,000,000 revolving line of credit secured by accounts
receivable.  This line, which has not been utilized, is intended to act as a
temporary supplement to fund working capital needs.

     The Company generated $22,090,000 in net cash from operating activities
during the first nine months of 1997, compared to $17,348,000 for the same
period in 1996, an increase of $4,742,000, or 27.3%.  The increase in cash
provided by operating activities reflects the increase in scan volumes and
improved operating performance.  Capital expenditures, consisting primarily of
new equipment purchases, totaled $34,175,000 during the first nine months of
1997.

                                          14
<PAGE>

During the first three quarters of 1997, The Company has upgraded two MRI
systems and purchased 20 new MRI systems, including replacement systems.  As of
December 31, 1996, The Company had binding equipment purchase commitments
totaling approximately approximately $29,200,000.  The Company expects to
purchase the equipment under these commitments in 1997 and finance such
purchases with installment debt primarily provided by the equipment
manufacturers.

     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 estimates that 
routine annual upgrade expenditures average approximately $25,000 per system 
or approximately $2,400,000 in the aggregate, based on the fleet size at 
September 30, 1997.  In addition to these routine expenditures, the Company 
expects capital expenditures to be approximately $6,300,000 in the last three 
months of 1997, which reflects the anticipated purchase of four new systems, 
including replacement systems. The Company expects capital expenditures to be 
approximately $20,000,000 in 1998, which includes the anticipated purchase of 
10 new MRI systems and routine upgrade expenditures.  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.

     On December 31, 1996, the Company entered into a Bridge Loan Agreement
(enabling the Company to borrow up to $18,000,000) and borrowed $12,872,000
under a senior bridge loan; an additional $5,128,000 was borrowed on January 2,
1997. The senior bridge loan was convertible into 18,000 shares of a new Series
D 4% convertible preferred stock.  On December 31, 1996, the Company used the
proceeds of the senior bridge loan to repurchase $11,345,000 carrying value of
its senior subordinated debentures (Debentures) and $11,071,000 of its Series A
6% redeemable preferred stock at a discount (plus related accrued interest and
dividends).  In connection with this transaction, on January 2, 1997, the
Company used the additional senior bridge loan proceeds to repurchase the
remaining balance of its Debentures and Series A redeemable preferred stock at a
discount (plus related accrued interest and dividends).  On March 26, 1997, the
holder of the senior bridge loan exercised its option to convert the senior
bridge loan into 18,000 shares of Series D convertible preferred stock. At that
time, senior notes not to exceed $9,000,000 held by the same investor became
convertible into a new Series E convertible preferred stock on or after January
1, 1998. The senior note agreement contains limitations on equipment additions,
incurrence of debt and other similar items.

     In connection with the Company's debt refinancing effective December 31, 
1996, the Company authorized 18,000 shares of a new Series D convertible 
preferred stock and 9,000 shares of a new Series E convertible preferred 
stock. The holders of the Series D and E convertible preferred stock, when 
issued, are entitled to receive cumulative dividends at the rate of 4% per 
annum of the stated liquidation value.  Unpaid dividends accumulate and are 
payable quarterly by the Company in cash. Shares of Series D convertible 
preferred stock are convertible at the option of the holder at any time on or 
before December 31, 2006 into shares of common stock at a conversion price of 
$6.00 per common share, subject to adjustment.  Shares of Series E 
convertible preferred stock are convertible at the option of the holder at 
any time on or before December 31, 2006 into shares of common stock at a 
conversion price of the greater of $6.00 per 

                                          15
<PAGE>

share of common stock or the market price (as defined) per common share at 
date of issuance of the Series E convertible preferred stock. Shares of 
Series D and E convertible preferred stock are subject to redemption at the 
option of the Company after December 31, 2006.  In the event of liquidation, 
dissolution or winding up of the Company, the holders of Series D and E 
convertible preferred stock shall be entitled to receive an amount equal to 
the stated liquidation value per share (plus accumulated but unpaid 
dividends) prior to any distributions to common stockholders.  No sinking 
fund has been or will be established for the retirement or redemption of 
shares Series  D or E convertible preferred stock.

     On August 29, 1997, the Company called for the redemption of its Series C
convertible redeemable preferred stock on September 30, 1997.  All of the
holders thereof elected to convert their Series C shares into common stock of
the Company.  In addition, in connection with the Recapitalization Merger
Agreement, the holder of all of the outstanding Series D convertible preferred
stock agreed that, in connection with the closing of the Recapitalization, such
stock will be converted into common stock of the Company.

RECAPITALIZATION MERGER -- On July 23, 1997, Alliance entered into an Agreement
and Plan of Merger, as amended, (the "Recapitalization Merger Agreement")  with
Newport Investment LLC (the "Investor"), a Delaware limited liability company
and an affiliate of Apollo Management, L.P. ("Apollo").  Pursuant to the
Recapitalization Merger Agreement, at the effective time of the Recapitalization
Merger (the "Recapitalization Effective Time"), a new corporation formed by the
Investor ("Newco") will be merged into Alliance (the "Recapitalization Merger"),
the separate corporate existence of Newco will cease, and Alliance will continue
as the surviving corporation (the "Recapitalization Company").  Pursuant to the
Recapitalization Merger, each share of Alliance common stock, par value $.01
("Common Stock"), issued and outstanding immediately prior to the
Recapitalization Effective Time other than dissenting shares, either (1) will be
converted into the right to receive $11.00 in cash (the "Cash Merger Price"), or
(2) will be retained by such stockholder.  Because the Recapitalization Merger
Agreement requires that 409,091 shares in the aggregate of Common Stock be
retained by Alliance's existing shareholders, the right to either receive $11.00
in cash for each share or to retain that share of Alliance Common Stock is
subject to proration, as set forth in the Recapitalization Merger Agreement and
as described in Amendment No. 3 to the Form S-4 (reg. No. 333-33787) filed by
Alliance on or about November 10, 1997 (the "Form S-4").

     After the Recapitalization Merger and the Acquisition, affiliates of Apollo
will own approximately 90% of the outstanding Common Stock of Alliance, and
Alliance's existing shareholders will own approximately 10% of the outstanding
Common Stock of Alliance.

     In connection with the Recapitalization Merger Agreement, the Investor
entered into a Stockholder Agreement, dated as of July 23, 1997 (the
"Stockholder Agreement"), with certain beneficial owners of shares of Alliance
Common Stock (the "Stockholders") representing beneficial ownership (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
approximately 66% of Alliance's Common Stock.  Pursuant to the Stockholder
Agreement, the Stockholders have agreed to vote all shares beneficially owned by
them in favor of the approval of the Recapitalization Merger Agreement and the
Recapitalization Merger.  The Stockholders that hold securities convertible into
or exercisable for shares of Alliance Common

                                          16
<PAGE>

Stock have further agreed to convert or exercise all such securities prior to
the time of the special meeting of shareholders called in connection with the
Recapitalization Merger.  In addition, each Stockholder has granted Investor an
option to acquire their shares of Common Stock, and a proxy to vote such shares
in favor of the Recapitalization Merger and the Recapitalization Merger
Agreement, among other things.

     At the closing of the Recapitalization Merger and the Acquisition,
significant new sources of financing will be provided to Alliance for the
purchase of shares of Common Stock in the Recapitalization Merger, repayment of
indebtedness and for working capital purposes, among other uses.  Details
concerning the impact of the Recapitalization Merger and the Acquisition, and
the related financing on the capitalization of Alliance are provided in the Form
S-4, and in Amendment No. 3 to the Form S-2 (reg. No. 333-33817) filed by
Alliance on or about November 10, 1997.

     In February 1996, the Company acquired four MRI systems and associated MRI
contracts from Mobile M.R. Venture, Ltd.  In connection with the Royal
acquisition, the Company acquired six MRI systems.  In August, the Company
acquired all of the outstanding shares of Sun MRI Services, Inc., a northern
California based MRI service provider.  In connection with this transaction, the
Company obtained one MRI system and six hospital contracts. In late September
1996, the Company acquired certain assets and associated contracts from West
Coast Mobile Imaging, a southern California based CT service provider. Although
the acquisition was comparatively small, it added 16 new CT customers.  In May
1997, the Company acquired two MRI systems and related customer contracts from
Pacific Medical Imaging, Inc.  These transactions were primarily funded with
approximately $3,600,000 from existing cash reserves, debt assumed and issuance
of equity securities.  Additional investments of this nature may be made in the
future (subject to certain conditions contained in the Company's long-term
financing arrangements) from a combination of cash reserves, cash flow from
operations, common or preferred equity and long-term secured or unsecured
financing, if available.

     On October 20, 1997 the Company announced execution of a definitive
agreement to acquire Medical Consultants Imaging Co. ("MCIC"), a  Cleveland,
Ohio based provider of mobile MRI services, CT services and other outsourced
healthcare services.  The acquisition also includes MCIC's one-half interest in
an operating joint venture in Michigan. The purchase price consists of $13
million cash (subject to certain reductions) plus the assumption of
approximately $5 million in financing arrangements. MCIC operates 14 mobile MRI
systems and several other diagnostic imaging systems, primarily in Ohio,
Michigan, Indiana and Pennsylvania. The transaction is expected to close in
November 1997.

     If the Company adds MRI systems at a more rapid rate than is currently
planned, or if it acquires additional business entities, or if the net cash
generated by operations declines from current or anticipated levels, the Company
could be required to raise additional capital.  However, there can be no
assurance that the Company would be able to raise such capital, or do so on
terms acceptable to the Company.

                                          17
<PAGE>

PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

    EXHIBIT NO. NOTE DESCRIPTION
    ----------  ---- -----------

    2.1         (22) Stockholder Agreement among Newport Investment LLC and the
                     individuals listed on Schedule A attached thereto, dated 
                     as of July 23, 1997.

    2.2         (22) Agreement and Plan of Merger between Alliance Imaging, 
                     Inc., and Newport Investment LLC, dated as of July 23,
                     1997.

    2.3         (24) Amendment No. 1 dated as of August 13, 1997 to the
                     Recapitalization Merger Agreement.

    2.4         (24) Amendment No. 2 dated as of October 13, 1997 to the
                     Recapitalization Merger Agreement.

    2.4.1       (24) Amendment No. 3 dated as of November 10, 1997 to the
                     Recapitalization Merger Agreement.

    2.5         (24) Guaranty Letter dated July 22, 1997, from AJF III to
                     Alliance.

    3.1         (21) Restated Certificate of Incorporation of Alliance Imaging,
                     Inc.

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


    3.3         (24) Amendment to Restated Certificate of Incorporation of
                     Alliance.

    3.4         (24) Form of Amended and Restated Certificate of Incorporation
                     of Alliance.

    3.5         (24) Form of By-Laws of Alliance, as amended.

    4.1         (1)  Specimen of Common Stock Certificate.

    4.2         (9)  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.

                                            18
<PAGE>

    4.2.1     (8)  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.

    4.2.2     (18) 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 June
                   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 June
                   30, 1993.

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

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

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

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

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

    4.4.13    (21) Amendment No. 11 to Note Purchase Agreement dated as of
                   March 25, 1997.

                                          19
<PAGE>

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

    4.6       (11) 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       (12) 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       (13) Registration Rights Agreement dated as of December 31, 1994
                   among the Registrant, the Senior Noteholders and the Senior
                   Subordinated Debentureholders.

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

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

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

    4.12      (21) Amended Certificate of Designation concerning the
                   Registrant's Series D 4% Cumulative Convertible Redeemable
                   Preferred Stock.

    4.13      (21) Amended Certificate of Designation concerning the
                   Registrant's Series E 4% Cumulative Convertible Redeemable
                   Convertible Preferred Stock.

    4.14      (21) Certificate of Elimination concerning the Registrant's
                   Series A 6% Cumulative Preferred Stock and Series B
                   Convertible Redeemable Preferred Stock.

    4.15      (24) Commitment Letter from Bankers Trust Company, dated July 22,
                   1997.

    10.4      (20) Amended and Restated 1991 Stock Option Plan of Alliance
                   Imaging, Inc., including forms of agreement used thereunder.

    10.4.1    (24) 1997 Alliance Imaging, Inc. Stock Option Plan, including
                   form of agreement used thereunder.

                                          20
<PAGE>

    10.15     (24) Agreement Not to Compete dated as of July 23, 1997 among
                   Newport Investment LLC, Alliance, Richard N. Zehner and
                   Vincent S. Pino.

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

    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.

    [10.23    (24) Form of Registration Rights Agreement dated as of November
                   [X], 1997 between Alliance and the Investor.]

    10.24     (23) Amended and Restated Employment Agreement dated as of May
                   15, 1997, between Alliance Imaging, Inc. and Richard N.
                   Zehner.

    10.25     (23) Amended and Restated Employment Agreement dated as of May
                   15, 1997, between Alliance Imaging, Inc. and Vincent S.
                   Pino.

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

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

    10.28     (23) Amended and Restated Employment Agreement dated as of May
                   15, 1997, between Alliance Imaging, Inc. and Terrence M.
                   White.

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

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

    10.31     (21) Amended and Restated Standstill Agreement dated as of
                   December 31, 1996 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.

                                          21
<PAGE>

    10.32     (21) Amended and Restated Standstill Agreement, dated as of
                   December 31, 1996, between Richard N. Zehner and Alliance
                   Imaging, Inc.

    10.33     (21) Amended and Restated Standstill Agreement, dated as of
                   December 31, 1996, between each of The Northwestern Mutual
                   Life Insurance Company, The Travelers Indemnity Company, The
                   Travelers Insurance Company, The Travelers Life and Annuity
                   Company, The Lincoln National Life Insurance Company and
                   Bedrock Asset Trust I and Alliance Imaging, Inc.

    10.34     (21) Amended and Restated Standstill Agreement, dated as of
                   December 31, 1996, between DLJ Capital Corporation and
                   Alliance Imaging, Inc.

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

    10.37     (23) Amended and Restated Long-Term Executive Incentive Plan
                   dated as of July 22, 1997.

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

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

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

    10.41     (18) 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     (18) Form of Warrant Agreement concerning 96,900 common shares
                   with an exercise price of $5.00 per share dated as of April
                   26, 1996.

    10.43     (19) Form of Warrant Agreement concerning 125,000 common shares
                   with an exercise price of $5.00 per share dated as of
                   November 6, 1996.

    10.44     (21) Bridge Loan Agreement dated as of December 31, 1996 between
                   Alliance Imaging, Inc. and General Electric Company, acting
                   through GE Medical Systems.

                                          22
<PAGE>

    10.45     (21) Form of Senior Bridge Note in the aggregate principal amount
                   of $18,000,000, dated December 31, 1996.

    10.46     (21) Assignment, dated December 31, 1996, by The Northwestern
                   Mutual Life Insurance Company, The Travelers Indemnity
                   Company, The Travelers Insurance Company, The Travelers Life
                   and Annuity Company, The Lincoln National Life Insurance
                   Company and Bedrock Asset Trust I to Alliance Imaging, Inc.

    10.47     (21) Stock Purchase Agreement dated as of March 25, 1997, between
                   Alliance Imaging, Inc. and General Electric Company, acting
                   through GE Medical Systems.

    10.48     (25) Acquisition Agreement dated as of October 17, 1997 among
                   Medical Consultants Imaging Corp., Bondcat Corp., Chip-Cat
                   Corp., Medical Consultants Scanning Systems, Inc., Alliance
                   Imaging of Ohio, Inc., Alliance Imaging of Michigan, Inc.,
                   and Alliance Imaging, Inc.

    11        (25) Statement of Computation of Per Share Earnings.

    21.1      (24) List of Subsidiaries.

--------------------
   (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.

   (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 June 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.

                                          23
<PAGE>

   (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 June 30, 1994.

   (8)   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, 1994.

   (9)   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.

  (10)   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.

  (11)   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.

  (12)   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.

  (13)   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.

  (14)   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.

  (15)   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.

  (16)   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.

  (17)   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.

  (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 March 31, 1996.

  (19)   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, 1996.

                                          24
<PAGE>

  (20)   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 Stockholders held May 16, 1996.

  (21)   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, 1996.

  (22)   Incorporated by reference herein to Exhibits 2.1 and 2.2 filed in
         response to Item 7, "Exhibits" of the Company's Form 8-K Current
         Report dated August 1, 1997.

  (23)   Incorporated by reference herein to the indicated Exhibit in response
         to Item 6(a), "Exhibits" of the Company's Quarterly Report on Form
         10-Q for the quarter ended June 30, 1997.

  (24)   Incorporated by reference herein to the indicated Exhibit in response
         to Item 21(a), "Exhibits" of the Company's Form S-4 Registration
         No. 333-33787.

  (25)   Filed herewith.

  (b)    REPORTS ON FORM 8-K IN THE THIRD QUARTER OF 1997:

         Form 8-K dated August 1, 1997

         Item 1.  Changes in Control of Registrant -
                  Certain stockholders entered into a stockholder agreement 
                  with Newport Investment LLC (the "Investor") on July 23, 1997
                  granting the Investor an option to purchase the stock of the
                  certain stockholders.

         Item 5.  Other Events -
                  On July 23, 1997, the Company entered into the Merger 
                  Agreement with the Investor.

                                          25
<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.



November  10, 1997                     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 10, 1997.

    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)

                                          26