<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, 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 of            (IRS Employer Identification Number)
 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 July 31, 1997:

                    Common Stock, $.01 par value,  10,943,138

                                        1
<PAGE>

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

                                      Index

                                                                      Page
                                                                      ----
PART I -  FINANCIAL INFORMATION    

Item 1 -  Condensed Financial Statements:

               Condensed Consolidated Balance Sheets                    3
               June 30, 1997 and December 31, 1996

               Condensed Consolidated Statements of  Income             4
               Three and six months ended June 30, 1997 and 1996
                    
               Condensed Consolidated Statements of Cash Flows          5
               Six months ended June 30, 1997 and 1996
     
               Note to Condensed Consolidated Financial Statements      7

Item 2 -       Management's Discussion and Analysis                     8
               of Financial Condition and Results of
               Operations     

PART II - OTHER INFORMATION                                            16

SIGNATURES                                                             23


                                        2
<PAGE>
                             ALLIANCE IMAGING, INC. 
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           JUNE 30,        DECEMBER 31,
                                                                             1997              1996*
                                                                           --------        ------------
                                                                         (UNAUDITED)
<S>                                                                       <C>               <C>
                     ASSETS
Current assets:
   Cash and short-term investments                                        $  13,817,000     $  10,867,000
   Accounts receivable, net of allowance for doubtful accounts                9,207,000         8,889,000
   Prepaid expenses                                                           1,014,000           710,000
   Other receivables                                                             39,000           345,000
                                                                          -------------     -------------
Total current assets                                                         24,077,000        20,811,000

Equipment, at cost                                                          138,729,000       121,354,000
   Less--Accumulated depreciation                                           (48,953,000)      (43,735,000)
                                                                          -------------     -------------
                                                                             89,776,000        77,619,000

Goodwill                                                                     27,256,000        27,990,000
Deposits and other assets                                                     2,161,000         2,090,000
                                                                          -------------     -------------
Total assets                                                              $ 143,270,000     $ 128,510,000
                                                                          -------------     -------------
                                                                          -------------     -------------

            LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                       $   2,773,000      $  1,765,000
   Accrued compensation and related expenses                                  2,855,000         3,465,000
   Other accrued liabilities                                                  8,688,000         6,341,000
   Current portion of long-term debt                                         19,618,000        16,323,000
                                                                          -------------     -------------
Total current liabilities                                                    33,934,000        27,894,000

Long-term debt, net of current portion                                       60,930,000        72,702,000

Other liabilities                                                             2,207,000         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                                               18,388,000           388,000
   Common stock                                                                 109,000           109,000
   Additional paid-in capital                                                36,171,000        34,404,000
   Accumulated deficit                                                      (13,300,000)      (18,541,000)
                                                                          -------------     -------------
Total non-redeemable preferred and common stockholders' equity               41,368,000        16,360,000
                                                                          -------------     -------------
Total liabilities and stockholders' equity                                $ 143,270,000     $ 128,510,000
                                                                          -------------     -------------
                                                                          -------------     -------------
</TABLE>


*Derived from audited financial statements
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>
                             ALLIANCE IMAGING, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended June 30,  Six Months Ended June 30,
                                                         1997           1996          1997          1996
                                                         ----           ----          ----          ----
<S>                                                  <C>            <C>           <C>            <C>
Revenues                                             $ 20,805,000   $ 16,616,000  $ 39,911,000   $ 31,302,000
                                                                        
Costs and expenses:                                      
  Operating expenses, excluding depreciation            9,134,000      7,838,000    17,815,000     15,019,000
  Depreciation expenses                                 3,659,000      3,182,000     7,144,000      6,048,000
  Selling, general and administrative expenses          2,093,000      1,653,000     3,990,000      3,160,000
  Amortization expense, primarily goodwill                594,000        401,000     1,165,000        745,000
  Interest expense, net of interest income              1,624,000      1,498,000     3,557,000      2,683,000
                                                     ------------   ------------  ------------   ------------
Total costs and expenses                               17,104,000     14,572,000    33,671,000     27,655,000
                                                     ------------   ------------  ------------   ------------
                                                                        
Income before income taxes and extraordinary gain       3,701,000      2,044,000     6,240,000      3,647,000
Provision for income taxes                              1,290,000        306,000     2,125,000        545,000
                                                     ------------   ------------  ------------   ------------
Income before extraordinary gain                        2,411,000      1,738,000     4,115,000      3,102,000
Extraordinary gain, net of taxes                              -              -       1,332,000            -
                                                     ------------   ------------  ------------   ------------
Net income                                              2,411,000      1,738,000     5,447,000      3,102,000
Less: Preferred stock dividends                               -         (236,000)          -         (468,000)
Add: Excess of carrying amount of preferred stock
  repurchased over consideration paid                         -              -       1,906,000            -
                                                     ------------   ------------  ------------   ------------
Income applicable to common stock                    $  2,411,000   $  1,502,000  $  7,353,000   $  2,634,000
                                                     ------------   ------------  ------------   ------------
                                                     ------------   ------------  ------------   ------------

Weighted average common and common equivalent          
  shares outstanding                                   14,934,000     11,522,000    13,456,000     11,416,000
                                                     ------------   ------------  ------------   ------------
                                                     ------------   ------------  ------------   ------------

Earnings per share:

  Income before items below                          $       0.16   $       0.13  $       0.31   $       0.23
  Excess of carrying amount of preferred stock
    repurchased over consideration paid                       -              -            0.14            -
                                                     ------------   ------------  ------------   ------------
  Income before extraordinary gain                           0.16           0.13          0.45           0.23
  Extraordinary gain, net of taxes                            -              -            0.10            -
                                                     ------------   ------------  ------------   ------------
Income applicable to common stock                    $       0.16   $       0.13  $       0.55   $       0.23
                                                     ------------   ------------  ------------   ------------
                                                     ------------   ------------  ------------   ------------
</TABLE>


SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                        4
<PAGE>


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


                                                    SIX MONTHS ENDED JUNE 30,
                                                    -------------------------
                                                       1997            1996   
                                                       ----            ----
OPERATING ACTIVITIES
Net income                                        $  5,447,000    $  3,102,000
Adjustment to reconcile net income to net cash
provided by operating activities:
  Extraordinary gain                                (1,332,000)              -
  Depreciation and amortization                      8,309,000       6,793,000
  Amortization of deferred financing charges            28,000         207,000
  Distributions in excess of equity in income
     of investee                                        91,000           2,000
Changes in operating assets and liabilities:
  Accounts receivable, net                            (240,000)     (1,216,000)
  Prepaid expenses                                    (304,000)       (348,000)
  Other receivables                                    306,000         (55,000)
  Other assets                                        (451,000)         (7,000)
  Accounts payable, accrued compensation and
     other accrued liabilities                       1,661,000       2,107,000
  Other liabilities                                    178,000         281,000
                                                  ------------    ------------
Net cash provided by operating activities           13,693,000      10,866,000

INVESTING ACTIVITIES:
Equipment purchases                                (19,036,000)    (14,360,000)
Decrease in deposits on equipment                      247,000       2,212,000
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 MRI contracts and related assets
  of Pacific Medical Imaging, Inc.                    (756,000)              -
                                                  ------------    ------------
Net cash used in investing activities              (19,545,000)    (14,447,000)
                                                  ------------    ------------


                                       5
<PAGE>


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

                                                       SIX MONTHS ENDED JUNE 30,
                                                       -------------------------
                                                           1997          1996
                                                           ----          ----
FINANCING ACTIVITIES:
Payment of preferred stock dividends                      (471,000)    (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                    (9,190,000)  (5,608,000)
Proceeds from long-term debt                            18,123,000   10,227,000
Proceeds from senior bridge loan                         5,128,000            -
Proceeds from exercise of employee stock options            21,000       20,000
Increase in deferred financing charges                           -      (76,000)
                                                      ------------ ------------
Net cash provided by financing activities                8,802,000    3,633,000
                                                      ------------ ------------
                                                                               
Net increase in cash and short-term investments          2,950,000       52,000
Cash and short-term investments, beginning of period    10,867,000   11,128,000
                                                      ------------ ------------
Cash and short-term investments, end of period        $ 13,817,000 $ 11,180,000
                                                      ------------ ------------
                                                      ------------ ------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                         $  3,727,000 $  2,724,000
Income taxes paid                                          283,000      202,000

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND 
FINANCING ACTIVITIES                                              
Conversion of senior bridge loan into Series D 4% 
convertible preferred stock                           $ 18,000,000            -


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                        6
<PAGE>

                             Alliance Imaging, Inc.
               Note to Condensed Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)
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 six month
period ended June 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 six month periods ended June 30, 
1997 and 1996 are based upon weighted average common and common equivalent 
shares outstanding during the period.  For the six month period ended June 
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 $468,000.  For the six month period ended 
June 30, 1997, common equivalent shares include the dilutive effect of 
warrants and vested 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 
six months ended June 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 $0.30 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 $0.31 per share "income before items below" reported 
in the Company's first six 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 primary 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 primary earnings per share for the six months ended 
June 30, 1997 and 1996 of $.05 and $.01, per share respectively.

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

                                       7

<PAGE>

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

OVERVIEW

     The Company's financial performance depends substantially upon the scan 
volume of its magnetic resonance imaging (MRI) systems.  Revenues are 
generally derived from one to eight year contracts with health care 
providers.  Since a majority of the Company's expenses are fixed, increased 
revenues as a result of higher scan volumes significantly improve the 
Company's profitability. Conversely, 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 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 half 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 some of its few remaining older systems for another one to 
two years and to trade in the balance of such systems.

                                       8
<PAGE>

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996 
--Revenues for the first six months of 1997 were $39,911,000, an increase of 
$8,609,000, or 27.5%, over 1996.  This increase reflects a scan-based MRI 
revenue increase of $7,879,000, or 28.4%, ($2,309,000, or 8.3%, as a result 
of MRI operations acquired subsequent to the first quarter of 1996), 
resulting from a 30.4% increase in total scan volume partially offset by a 
1.5% decrease in the average revenue realized per MRI scan. The average 
number of scans per day for each MRI system increased  7.7% to 7.0 from 6.5 
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 recently implemented marketing programs.  Management believes 
the decrease in average revenues realized per scan is the result of:  
continuing competitive pressure in the MRI service industry and cost 
containment efforts by health care payers; obtaining contracts with customers 
that have high scan volumes which justify lower scan prices; and many 
customers achieving discount price levels on incremental scan volume.   CT 
revenue increased $397,000, or 21.6%, as a result of internal growth and the 
fourth quarter 1996 acquisition of a small CT business.  Other revenue 
increased $300,000 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 90 MRI systems at June 30, 1997 compared to 87 MRI 
systems at June 30, 1996.  The average number of MRI systems operated by the 
Company was 87 during the first half of 1997, compared to 82 during the first 
half of 1996.

     Operating expenses, excluding depreciation, totaled $17,815,000 in the 
first six months of 1997, an increase of $2,796,000, or 18.6%, from the first 
six months of 1996.  Payroll and related employee expenses increased 
$1,250,000, or 18.5%, primarily as a result of an increase in operating 
staffing levels necessary to support revenue growth.  Repairs and maintenance 
expense increased $364,000, or 50.5%, due to an increased number of systems 
in service.  Fuel and other vehicle expenses collectively increased $291,000, 
or 46.9%, primarily due to increasing fuel prices and the addition of new 
mobile MRI systems. Preventative maintenance and cryogen contract expense 
increased $139,000, or 3.4%, due to the expiration of initial one-year 
warranties on an increased number of MRI systems.  Other operating expenses 
(including insurance, equipment rental, supplies and professional services) 
increased $752,000, or 30.6 %, as a result of the increased level of 
operations.

     Depreciation expense during the first six months of 1997 totaled 
$7,144,000, an increase of $1,096,000, or 18.1%, from the 1996 level 
principally due to a higher amount of depreciable assets associated with 
equipment additions and upgrades.  Amortization expense during the first six 
months of 1997 increased $420,000, or 56.4%, over the 1996 period as a result 
of goodwill amortization associated with recent business acquisitions.

     Selling, general and administrative expenses totaled $3,990,000 in the
first six months of 1997, an increase of $830,000, or 26.3%, from the same
period in 1996. Professional services expenses increased $297,000, or 118.8%,
primarily due to costs associated with increased investor relations efforts and
merger and acquisition activity.  Payroll and related expenses 

                                       9
<PAGE>

increased $227,000, or 8.5%, 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 $3,557,000 in the first six months of 1997 was 
$874,000, or 32.6%, 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), to 
the financing of several new imaging systems during the first half of 1997, 
and to debt assumed in connection with acquisitions made subsequent to the 
first half of 1996.

     An income tax provision of $2,125,000 was recorded in in the first six 
months of 1997, which was higher than the tax provision recorded in the same 
period in 1996 by $1,580,000, or 289.9%.   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 34.1% in 1997 from 14.9% 
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 $4,115,000 in the 
first six months of 1997 compared to net income of $3,102,000 in the first 
six months of 1996, an increase of $1,013,000, or 32.7%, primarily 
attributable to the increase in revenues achieved without a proportionate 
increase in costs and expenses.  Earnings per common share directly related 
to operations totaled $0.31 in the first six months of 1997, compared to 
earnings per common share of $0.23 for the same period in 1996, an increase 
of 34.8%.  The Company 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, the Company 
recorded earnings of $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.  Earnings per common 
share totaled $0.55 in the first six months of 1997.  The earnings per common 
share calculations reflect preferred dividend requirements of $468,000 in the 
first six months of 1996 and none in 1997.   

QUARTER ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JUNE 30, 1996 -- Revenues
for the second quarter of 1997 were $20,805,000, an increase of $4,189,000, 
or 25.2%, over 1996. This increase reflects a scan-based MRI revenue increase 
of $3,909,000, or 26.6%, resulting from a 28.5% increase in total scan volume 
partially offset by a 1.4% decrease in the average revenue realized per MRI 
scan. The average number of scans per day for each MRI system increased 5.9% 
to 7.2 from 6.8 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 revenues realized per scan is the result of:  continuing competitive 
pressure in the MRI service industry and cost containment efforts by health 
care payers; obtaining contracts with customers that have high scan volumes 
which justify lower scan prices; and many customers achieving discount price 
levels by virtue of attaining higher scan volumes.  CT revenue increased


                                      10
<PAGE>


$239,000, or 25.7%, as a result of internal growth and the fourth quarter 
1996 acquisition of a small CT business.

     The average number of MRI systems operated by the Company was 88 during 
the second quarter of 1997, compared to 86 during the second quarter of 1996.

     Operating expenses, excluding depreciation, totaled $9,134,000 in the 
second quarter of 1997, an increase of $1,296,000, or 16.5%, from the second 
quarter of 1996.  Payroll and related employee expenses increased $638,000, 
or 18.0%, primarily as a result of increased staffing levels necessary to 
support the Company's increased level of operations.  Repairs and maintenance 
increased $186,000, or 48.8%, due to an increased number of systems in 
service. Fuel and other vehicle expenses collectively increased $138,000, or 
41.1%, primarily due to increasing fuel prices and the addition of new mobile 
MRI systems. Preventative maintenance and cryogen contract expense increased 
$139,000, or 3.4% due to the expiration of initial one-year warranties on an 
increased number of MRI systems.  Other operating expenses (including 
insurance, equipment rental, supplies and professional services) increased 
$272,000, or 14.2%, as a result of the increased level of operations.

     Depreciation expense during the second quarter of 1997 totaled 
$3,659,000, an increase of $477,000, or 15.0%, from the 1996 level 
principally due to a higher amount of depreciable assets associated with 
equipment additions and upgrades.  Amortization expense during the second 
three months of 1997 increased $193,000, or 48.1%, over the 1996 period as a 
result of goodwill amortization associated with recent business acquisitions.

     Selling, general and administrative expenses totaled $2,093,000 in the 
second quarter of 1997, an increase of $440,000, or 26.6%, from the same 
period in 1996. Professional services increased $193,000, or 130.4%, 
primarily as a result of increased expenses associated with increased 
investor relations efforts and merger and acquisition activity.  Other 
expenses increased primarily as a result of expanded marketing programs and 
costs associated with relocating the Company's corporate offices.

     Interest expense of $1,624,000 in the second quarter of 1997 was 
$126,000, or 8.4%, higher than 1996, as a result of higher average 
outstanding debt balances during 1997 as compared to 1996.  This increase was 
primarily related to debt assumed in connection with acquisitions made 
subsequent to the second quarter of 1996, as well as to financed purchases of 
new equipment.

     An income tax provision of $1,290,000 was recorded in in the second 
quarter of 1997, which was higher than the tax provision recorded in the 
second quarter of 1996 by $984,000, or 321.6%.  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 34.8% in the 
second quarter of 1997 from 15.0% 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 $2,411,000 in the second quarter of 1997
compared to net income of $1,738,000 in the second quarter of 1996, an increase
of $673,000, or 38.7%,

                                        11
<PAGE>

primarily attributable to the increase in revenues achieved without a 
proportionate increase in costs and expenses.  Earnings per common share 
totaled $0.16 in the second quarter of 1997, compared to $0.13 for the same 
period in 1996, an increase of 23.1%. The earnings per common share 
calculations reflect preferred dividend requirements of $236,000 in the second
quarter of 1996 and none in the second quarter of 1997.    

LIQUIDITY AND CAPITAL RESOURCES 

     At June 30, 1997, cash and short-term investments were $13,817,000 
compared to $10,867,000 at December 31, 1996, and the aggregate of the 
Company's long-term debt was $60,930,000 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 $13,693,000 in net cash from operating activities 
during the first six months of 1997, compared to $10,866,000 for the same 
period in 1996, an increase of $2,827,000, or 26.0%.  This cash flow was 
sufficient to meet the Company's debt service obligations and capital 
expenditures not financed.  During the first six months of 1997, the Company 
financed $18,123,000 of capital expenditures and repaid $9,190,000 of 
long-term debt. The Company believes its continuing cash flow from operations 
as well as its cash balances and other credit sources will be adequate for 
anticipated operating, debt service and capital expenditure requirements.

     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 

                                        12
<PAGE>


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 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. 

     On April 26, 1996, the Company acquired all of the outstanding shares of 
Royal Medical Health Services, Inc. ("Royal") of Pittsburgh, Pennsylvania, 
and certain related assets.  Like the Company, Royal is a provider of 
comprehensive MRI services to hospitals. The Company issued 3,876 shares of a 
new Series C convertible preferred stock valued at $388,000, common stock 
warrants valued at $212,000 and paid $1,914,000 in cash as consideration for 
the acquisition of Royal.  The acquisition has been accounted for as a 
purchase and, accordingly, the results of operations of Royal have been 
included in the Company's consolidated financial statements from the date of 
acquisition.  The Series C convertible preferred stock bears a dividend of 5% 
of its original liquidation value ($388,000) payable annually in cash and is 
redeemable at the Company's option. Holders of Series C convertible preferred 
stock may convert their stock into common stock at a price of $5.00 per 
common share.

     In the event of liquidation, dissolution or winding up of the Company, 
the holders of Series C, 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 C, D or E convertible preferred 
stock.

RECAPITALIZATION MERGER -- On July 23, 1997, Alliance entered into an 
Agreement and Plan of Merger (the "Recapitalization Merger Agreement") dated 
as of that date, 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 727,273 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 included as an exhibit to the Form 8-K 
filed by Alliance on August 1, 1997.

     In addition, in connection with the Recapitalization Merger, subject to
certain conditions, Alliance will acquire all the shares of common stock of a
new holding company formed by Apollo to acquire SMT Health Services Inc. (the
"Acquisition").  After the Recapitalization 

                                        13
<PAGE>


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 
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 will be provided in 
the Registration Statement on Form S-4 relating to the Recapitalization 
Merger and Acquisition, and the Registration Statement on Form S-2 relating 
to a portion of the new financing, both of which are expected to be filed 
shortly.

CAPITAL EXPENDITURES -- The Company purchased 12 new high-field MRI systems 
and upgraded two other MRI systems at a total approximate cost of $19,000,000 
during the first half of 1997.  Approximately 95% of this amount was financed 
by long-term secured loans.  During the first half of 1997 the Company also 
disposed of ten less technologically advanced mid-field MRI systems.

     The Company currently plans to purchase twelve additional new high-field 
and open MRI systems in 1997 and plans to upgrade certain existing systems by 
year-end, subject to obtaining related MRI service contracts with customers 
and obtaining financing for the equipment acquisitions.  The Company intends 
to use a combination of existing cash reserves, cash flow from operations and 
long-term secured equipment financing to finance its capital expenditures, 
although there can be no assurance that such financing will be available to 
the Company.  The Company intends to continue focusing on acquiring 
state-of-the-art equipment while disposing of older systems, and expects to 
dispose of most of its remaining older systems during 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 

                                        14
<PAGE>


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.
     
     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.

                                        15

<PAGE>

PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

         The Company held its annual meeting of stockholders on May 15, 1997. 
The following six persons were elected as Directors of the Company to serve 
until the next annual meeting of stockholders or until their respective 
successors shall be duly elected and shall qualify:

NAME                          VOTES FOR                  VOTES WITHHELD 

James E. Buncher              10,197,318                    21,600
Vincent S. Pino               10,200,318                    18,600
Robert B. Waley-Cohen         10,200,318                    18,600
John C. Wallace               10,200,318                    18,600
Richard N. Zehner             10,200,318                    18,600
Douglas M. Hayes              10,200,318                    18,600

         The stockholders also approved a proposal to amend the Company's 
Restated Certificate of Incorporation to increase the number of shares of 
authorized common stock from 25,000,000 to 50,000,000, with 10,122,688 votes 
cast in favor of the proposal, 85,355 votes cast against the proposal, 10,875 
votes abstaining, and 708,553 shares unvoted.

         The stockholders also approved a proposal to amend the Company's 
Amended and Restated 1991 Stock Option Plan, with 7,320,535 votes cast in 
favor of the proposal, 1,009,869 votes cast against the proposal, 16,575 
votes abstaining, and 1,871,939 shares unvoted.

         The stockholders further approved the appointment of Ernst & Young 
LLP as the Company's independent auditors for the year ending December 31, 
1997, with 10,190,168 votes cast in favor of such action, 3,850 votes cast 
against such action, and 24,900 votes abstaining.

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.

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

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


                                      16
<PAGE>

     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.

     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.


                                       17
<PAGE>

     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.

     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.

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


                                       18
<PAGE>

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

     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.

     10.24         (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.

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


                                       19
<PAGE>

     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.

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


                                       20
<PAGE>

     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.

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

(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.

(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.


                                       21
<PAGE>

(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.

(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.


                                       22
<PAGE>

(23) Filed herewith.

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

     None filed for the quarter ended June 30, 1997.


                                     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 8, 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 August 8, 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)


                                       23