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                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                           FORM 10-KSB-A

                                  
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1998

Commission file number 33-17387  

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

         Delaware                                             75-219377       
(State or other jurisdiction of                        (I.R.S. Employer I.D.#)
incorporation or organization)

421 E. Airport Freeway, Irving, Texas                            75062        
(Address of principal executive office)                       (Zip Code)

Issuer's telephone number, including area code (972)-255-5533 

Securities registered under Section 12(b) of the Exchange Act:
                                                    Name of each exchange on
        Title of each class                            which registered
-----------------------------------------------------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, par value $0.01
_____________________________________________________________________________
                            (Title of class)
_____________________________________________________________________________
                            (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for 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

     State issuer's revenues for its most recent fiscal year $2,617,198.

     State the aggregate market value of the voting stock held by non-
ffiliates computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within
the past 60 days.  No market for common stock.

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribu-
tion of securities under a plan confirmed by a court.  Yes X      No

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  3,590,000

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                              PART I.


Item 2.    Description of Property

     Property #1 is located at 2145 Gilmer Rd., Longview, Texas 75604.  It is a
3,000 square foot brick building on 0.6899 acres of land.

     Property #2 is located at 1417 S.S.E. Loop 323, Tyler, Texas 75701.  It is
4,000 square foot brick building on 0.423 acres of land.  
  
  
  
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                               SIGNATURES
  
  
     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant 
 caused this report to be signed on its behalf by the undersigned thereunto
 duly authorized.
  
                         ALLIANCE HEALTH, INC.
  
  
  
DATED:   January 6, 1999    By:  /s/ Sarkis J. Kechejian, M.D.
                                 Sarkis J. Kechejian, M.D.
                                 Chairman of the Board,
                                 President and Treasurer
  
  
     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
  
DATED:   January 6, 1999     /s/ Sarkis J. Kechejian, M.D.
                             Sarkis J. Kechejian, M.D.
                             Chairman of the Board and
                             President and Treasurer
  
DATED:   January 6, 1999     /s/ James Kenney
                             James Kenney
                             Director
  
DATED:   January 6, 1999     /s/ George Nicolaou, M.D.
                             George Nicolaou, M.D.
                             Director
  
DATED:   January 6, 1999     /s/ Kenneth Guest
                             Kenneth Guest
                             Director
  
DATED:   January 6, 1999     /s/ Mac Martirossian
                             Mac Martirossian
                             Director