<PAGE>
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                            FORM 10-KSB

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

For the fiscal year ended September 30, 1997

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 $1,993,745.

     State the aggregate market value of the voting stock held by non-affiliates
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 distribution 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








<PAGE>
                              PART I.

Item 1.      Description of Business

     Alliance Health, Inc. ("Company") was incorporated on September 4, 1987.
It had no business activity until July 1989 at which time it began to operate
one clinic in Dallas, Texas, which it closed the same year.

     On May 12, 1995, the Company acquired from K Clinics, P.A. ("K Clinics"),
the marketing division of K Clinics.  The marketing division will continue to
contract to perform advertising and marketing services for S. J. Kechejian, 
M.D., P.A.'s 20 medical clinics in the Dallas/Ft. Worth Metroplex.

     The goals of Alliance Health are to meet the structural changes taking
place in the health care industry and provide the means for physicians to 
operate quality practices and maintain cost controls.  The Company has
developed proven systems of information management and cost control and
continues to research and develop improved systems to help contain costs
while maintaining a high level of quality medical services.

     Alliance Health has been developing systems for data entry, billing,
collections, transcription, analytical reports and all administrative functions,
including physician recruitment, but will develop marketing and advertising
strategies that will be forerunners in the market.  The Company has extensively
researched management service organizations and several alternatives, such as
partnerships and franchising, over the past year.  Franchising has come
forefront as a means of offering the systems developed by the Company to
outside medical practices and maintaining the integrity of its system.  The
Company is in the process of developing its prototype.  Over the past year
the systems have been fine-tuned and tested.

     To orchestrate the franchise prototype, it is now necessary to quantify and
integrate all systems to set up the Business Development Program (a "Turn Key"
operation).

     Alliance Health will not only provide the referenced services but will
avidly search for practices that are for sale in prime locations and purchase
the assets of those practices.  At that point, the Company will locate a
physician to lease the assets, and create a "partnership" between the
physician and the MSO (Management Service Organization).

     Metroplex Specialties, P.A. is one of the "partnerships" of the Company.
On October 23, 1995 the Company began leasing an MRI it purchased and installed
at 200 W. Colorado Blvd., Dallas, Texas to Metroplex Specialties, P.A.  In 
the year 1997 revenue was $779,700.  As the medical groups in "partnership" 
with the MSO increase in other areas, the potential for specialty services
will increase also and the Company will consider purchasing additional 
specialty equipment to be leased by the medical group.


                                -1-


<PAGE>
     Alliance Health has the experience through its association with K
Clinics in the Dallas/Fort Worth area to offer the services of an MSO and/or
franchise the developed systems.  K Clinic has developed innovative
marketing, advertising and administrative services over the past ten years
in conjunction with S. J. Kechejian, M.D., P.A.  In May 1995 the division of
K Clinics that developed these systems was sold to Alliance Health, Inc. for 
the further development of the MSO and offering of additional administrative 
and specialty services to physicians and medical groups.  Alliance Health,
Inc.'s business objective is to promote the practice of quality, caring, 
professional medicine, and develop systems to contain costs and research
methods of organizational administration to meet the changing structure of
the medical profession in the 1990's.

Item 2.    Description of Property

     None.

Item 3.    Legal Proceedings

     The Company is not a party to any pending legal proceedings.

Item 4.    Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.



                              PART II

Item 5.    Market for the Registrant's Common  Stock
           and Related Shareholder Matters

     On September 30, 1997 the approximate number of holders of record of the
Company common stock was 306.  The Company's common stock has no established
trading market.

     The Company has never paid any dividends on the common stock and does not
expect to do so in the foreseeable future.

Item 6.    Management's Discussion and Analysis or Plan of Operation

     Prior to May 1995, the Company had no operating business since June 1990.
On May 12, 1995, an 8-K was filed regarding the acquisition of the Marketing
Division of K Clinics which included $285,879 in cash in exchange for one 
million two hundred thousand (1,200,000) shares of common stock of Alliance
Health, Inc. (the "Company").  K Clinics is wholly owned by Sarkis J. 
Kechejian, M.D. who is also the principal shareholder of the Company.


                                -2-


<PAGE>
     The Company's primary source of income during the year was advertising
income. An increase of nine percent (9%) was realized in 1997 as compared to
1996.  This was due to fees from Metro Pharmacy, an affiliate, and an 
increase in the number of locations.  Other marketing income was generated 
from S. J. Kechejian, M.D., P.A. and Metroplex Specialties, Inc. and is 
expected to increase with the opening of additional clinics. 

     The Company also realized a considerable increase in fees from Metroplex
Specialties, Inc. from the MRI lease.  The 1997 fees almost doubled as 
compared to 1996.  The revenue from Metroplex Specialties, Inc. is on a per
scan basis and is expected to continue at roughly $70,000 per month during 
the next fiscal year.

     Expenses in 1997 increased 28% over 1996, principally due to an increase in
salaries and employee benefits and general and administrative expenses.  
General and administrative expenses  increased 151% during the 1997 year,
principally due to increases in maintenance costs ($70,000), legal and
professional ($35,000), computer expenses ($35,000) and bad debts ($20,000).
In February, 1997, the Company hired a Chief Operating Officer to facilitate
the integration of operating systems. 

     At the September 26, 1996 Board of Director's meeting, it was decided to
discontinue the Aldine Medical Clinic Houston operation.  

     All furniture, fixtures, and equipment (FF&E) will be leased to Aldine
at cost plus fifteen percent (15%).  The majority of the FF&E to be leased 
to Aldine for the Tyler clinic is from the Aldine Medical Clinic of Houston
(now closed) and any additional FF&E required will be purchased by the 
Company and leased at the same rate.

Liquidity and Financial Resources

     The Company had $940,716 in cash at September 30, 1997.

     The Company has a lease agreement with Metroplex Specialties, P.A. for
the MRI at $300/per scan.  It is expected this lease will continue to produce
revenues of approximately $30,000 per month.

     The Company has a lease agreement with Metroplex Specialties, P.A. for 
the MRI at $300/per scan.  It is expected this lease will continue to produce
revenues of approximately $70,000 per month.  On August 19, 1997, a contract 
was signed with Hitachi to purchase a new MRI for $710,000.  The MRI is to be
installed at a location in Ft. Worth, Texas in January or February, 1998.  It
is expected the new equipment, to be leased by Metroplex Specialties, P.A.,
will reduce the income produced by the current lease but total income from 
the lease should increase in 1998.  On July 22, 1997 the Company put a  
deposit on the equipment of $100,000.  The Board has further directed 
management to investigate available property in Longview, Texas, that would 
provide clinic services, CAT Scan and/or MRI, physical therapy and
work hardening.  As the Board considers the expansion in East Texas, the
Company has begun a process to standardize operations of all support services
in order to create a "turn key" operation that would allow rapid expansion as
franchise opportunities.

     The Company has loaned Aldine Medical Associates ("Aldine"), an affiliate,
$108,348.00 over the past year in start-up and administrative costs.  The 
loan is to be paid back during the year ended September 30, 1998 with an
interest rate of 10%. 


                                -3-

<PAGE>
     The Company receives $100,000 per month from S. J. Kechejian, M.D., P.A. 
for marketing services.  This is an ongoing arrangement acquired with the 
marketing division from K Clinics.  It is anticipated the revenue for market-
ing services will increase 10% in the next year as S. J. Kechejian, M.D., P.A.
is expected to add additional clinic locations thus increasing the need for
additional marketing services.

     The Company has no long term debt outstanding at year end.  Income from the
marketing division and lease of the MRI are expected to be sufficient cash 
flow to cover all operating and administrative expenses.

Item 7.    Financial Statements  

     Financial statements in response to Item 7 are presented on pages F-1
through F-10.



                                -4-
<PAGE>
                      ALLIANCE HEALTH, INC.
                                 
              INDEX TO AUDITED FINANCIAL STATEMENTS


                                                                   Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .F-2

Balance Sheets at September 30, 1997 and 1996. . . . . . . . . . . .F-3

Statements of Income for the Years Ended
       September 30, 1997 and 1996 . . . . . . . . . . . . . . . . .F-4

Statements of Changes in Stockholders' Equity
       for the Years Ended September 30, 1997 and 1996 . . . . . . .F-5

Statements of Cash Flows for the Years Ended
       September 30, 1997 and 1996 . . . . . . . . . . . . . . . . .F-6

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . .F-7











                                   F-1

<PAGE>
                   INDEPENDENT AUDITORS' REPORT
                                 
                                 
                                 
                                 
                        Board of Directors
                      Alliance Health, Inc.
                                 
We have audited the accompanying balance sheets of Alliance Health, Inc. as of
September 30, 1997 and 1996, and the related statements of income, changes in
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.  Our responsi-
bility is to express an opinion on these financial statements based on our 
audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and signifi-
cant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our auditsprovide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Alliance Health, Inc. as 
of September 30, 1997 and 1996, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted 
accounting principles. 




                                            Jackson & Rhodes P.C.

Dallas, Texas
November 25, 1997



                                F-2

<PAGE>

                       ALLIANCE HEALTH, INC.
                           BALANCE SHEETS
                    September 30, 1997 and 1996


                               ASSETS
<TABLE>
<CAPTION>
                                                   1997         1996
<S>                                              <C>           <C>          
Current assets:
   Cash                                         $ 940,716     $ 364,958
   Accounts receivable - affiliates (Note 6)      178,348        63,350
   Other assets                                    15,528         1,996
   Income taxes receivable                              -         4,926
         Total current assets                   1,134,592       435,230

Property and equipment (Notes 3 & 5)            1,234,422     1,111,422
   Less accumulated depreciation                 (341,683)     (172,481)
                                                  892,739       938,941

                                               $2,027,331    $1,374,171



                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable: (Note 6)
      Trade                                     $  68,166    $   33,246
      Officer                                       1,592           171
   Accrued liabilities                                  -         1,356    
   Income taxes payable                           287,231             -
         Total current liabilities                356,989        34,773

Deferred income taxes                                   -        63,238

Commitments and contingencies (Note 5)                  -             -

Stockholders' equity:
   Preferred stock, $.01 par, 100,000 shares
      authorized, none issued                           -             -
   Common stock, $.01 par, 20,000,000 shares     
      authorized, issued and 
      outstanding 3,590,000 shares                 35,900        35,900
   Paid-in capital                                831,166       831,166
   Retained earnings                              803,276       409,094
         Total stockholders' equity             1,670,342     1,276,160

                                               $2,027,331    $1,374,171

</TABLE>
          See accompanying notes to financial statements.

                                F-3
<PAGE>
                       ALLIANCE HEALTH, INC.
                       STATEMENTS OF INCOME
               Years Ended September 30, 1997 and 1996                         
<TABLE>
<CAPTION>
                                            
                                              1997                 1996                  
<S>                                         <C>                    <C>     
Revenues:                               
     Advertising income from affiliate
      (Note 6)                          $    1,190,000      $    1,085,000
     MRI income from affiliate (Note 6)        779,700             409,800
     Interest                                   24,045               4,134
                                             1,993,745           1,498,934
                              
Expenses:                               
     Advertising                               579,917             542,673
     Salaries and employee benefits            304,142             224,279
     Depreciation                              169,202             164,591
     General and administrative                289,715             115,293
                                             1,342,976           1,046,836
                              
Operating income                               650,769             452,098
                              
Other income (expenses):                               
     Gain (loss) on collection services  
     (Note 7)                                   34,652             (54,136)
                              
Income before taxes                            685,421             397,962
                              
Income taxes (Note 4)                          291,239              72,238 
                              
     Net income                            $   394,182           $ 325,724
                              
                              
Earnings per common share                  $      0.11           $    0.09
                              
Weighted average number of                                  
     common shares outstanding               3,590,000           3,590,000
                              
                              
</TABLE>                                
                              
          See accompanying notes to financial statements.          
                                F-4

<PAGE>
                       ALLIANCE HEALTH, INC.
           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              Years Ended September 30, 1997 and 1996


<TABLE>
<CAPTION>
                     Common Stock    Additional
                               Par   Paid-In   Retained  
                    Shares   Value   Capital   Earnings    Total 

<S>               <C>        <C>      <C>       <C>         <C>
Balance, 9-30-95  3,590,000 $35,900  $831,166  $ 83,370  $  950,436

Net Income                -       -         -   325,724     325,724

Balance, 9-30-96  3,590,000 $35,900  $831,166  $409,094  $1,276,160

Net Income                -       -         -   394,182     394,182

Balance, 9-30-97  3,590,000 $35,900  $831,166  $803,276  $1,670,342

</TABLE>





         See accompanying notes to  financial statements.

                               F-5  
<PAGE>
                      ALLIANCE HEALTH, INC.
                    STATEMENTS OF CASH FLOWS 
              Years Ended September 30, 1997 and 1996                

                    
<TABLE>
<CAPTION>
                                              1997           1996 
<S>                                        <C>            <C>
Cash flows from operating activities:                                 
     Net income                            $ 394,182      $ 325,724
     Adjustments to reconcile net income
      to net cash provided by operating 
       activities:                                
          Depreciation                       169,202        164,591
          Deferred income taxes              (69,224)        63,238
          Changes in assets and liabilities:
           Accounts receivable-affiliates     (6,966)       (36,818)
           Other assets                       (7,545)           114
           Federal income taxes payable      292,156         (4,926)
            Accounts payable                  36,341         23,712
             Accrued liabilities              (1,356)       (62,198)
                Net cash provided by
                operating activities         806,790        473,437
                                   
Cash flows from investing activities:                                 
      Accounts receivable-affiliates        (108,032)             -
      Purchase of equipment                 (123,000)      (155,220)
                Net cash used by investing
                activities                  (231,032)      (155,220)

              Net increase in cash           575,758        318,217

Cash at beginning of year                    364,958         46,741

Cash at end of year                      $   940,716     $  364,958


Income taxes paid                        $    68,307     $   13,926

</TABLE>

         See accompanying notes to financial statements.                 

                               F-6                

<PAGE>

                   ALLIANCE HEALTH, INC.
               Notes to Financial Statements
                September 30, 1997 and 1996


1.     Organization

Alliance Health, Inc. (the "Company") was incorporated in
Delaware on September 4, 1987.  In 1995, the Company acquired
the advertising division (the "Division") of K Clinics, P.A.
("K Clinics"), from S. J. Kechejian, M.D.  The Company
currently offers advertising and management services to medical
clinics of affiliated companies.
  
2.  Summary of Significant Accounting Policies
  
Use of Estimates and Assumptions
  
Preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.

Statement of Cash Flows
  
For statement of cash flow purposes, the Company considers
short-term investments with original maturities of three months
or less to be cash equivalents.
  
Property and Equipment
  
Property and equipment are stated at cost.  Cost of property
renewals and betterments are capitalized; cost of property
maintenance and repairs are charged against operations as
incurred.

Depreciation is computed using the straight-line method over
the estimated useful lives of the individual assets as follows:
           
           Equipment              7 years
           Furniture and fixtures 4 years
           Leasehold improvements 5 years
  
Advertising Costs
  
It is the Company's policy to expense advertising costs as
incurred.  Advertising costs amounted to $579,917 and $542,673
for the years ended September 30, 1997 and 1996, respectively.

  
  
<PAGE>
                ALLIANCE HEALTH, INC.
            Notes to Financial Statements
  
   
2.  Summary of Significant Accounting Policies (Continued)


Income Taxes
  
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109").  SFAS 109 utilizes
the asset and liability method of computing deferred income
taxes.  The objective of the asset and liability method is to
establish deferred tax assets and liabilities for the temporary
differences between the financial reporting basis and the tax
basis of the Company's assets and liabilities at enacted tax
rates expected to be in effect when such amounts are realized
or settled.
 
Earnings Per Common Share
  
Per share amounts have been computed using the weighted average
number of shares of common stock outstanding for each period.
  
3. Property and Equipment
  
Property and equipment consisted of the following at September 30:  

                                           1997       1996
  Equipment (principally magnetic 
   resonance imaging)                  $1,063,074 $  963,074
  Leasehold improvements                  132,348    109,348
  Furniture and fixtures                   39,000     39,000
                                       __________ __________
                                       $1,234,422 $1,111,422
                         

                               F-8
 
<PAGE>
                     ALLIANCE HEALTH, INC.
                Notes to Financial Statements
  
4.    Income Taxes
  
Following is a reconciliation between reported income taxes and
the amount computed by applying the statutory federal income tax
rates to pre-tax accounting income for the years ended September
30:
     
 
                                             1997         1996
     Expected provision for federal
     income taxes                          $233,000     $135,000 
    Utilization of net operating loss
     carry forward for earnings after
     acquisition of K Clinics                   -        (66,000)
    State income taxes                       42,000           -
    Other                                    16,239        3,238
                                          _________     ________ 
                                          $ 291,239     $ 72,238

Income taxes were as follows for the years ended September 30,
1997 and 1996:
  
                                              1997         1996
     Current                              $ 360,463     $ 10,000
     Deferred                               (69,224)      63,238
                                          _________     ________
                                          $ 291,239     $ 72,238
  
Income tax expense for each year consisted of current taxes.

The components of the deferred tax asset (liability) are as
follows at September 30:
  
                                          1997           1996
  
   Depreciation                        $ (61,374)     $(56,269)
   Alternative minimum tax                25,522            -  
   Cash basis                             41,839        (6,969)
                                       _________      ________
                                       $   5,987      $(63,238)
    
5.  Commitments and Contingencies                               
  
Concentration of Credit Risk
  
The Company invests its cash and certificates of deposit
primarily in deposits with major banks.  Certain deposits, at
times, are in excess of federally insured limits.  The Company
has not incurred losses related to its cash.
  
Purchase Commitment
  
Included in property and equipment is a $100,000 deposit for new
MRI equipment that will be installed during fiscal year 1998. 
The new equipment has a total purchase price of approximately
$710,000.  The remaining balance due is to be paid at the time of
installation.
  

                          F-9
  
<PAGE>
6.   Related Party Transactions
  
All of the Company's advertising income and MRI income was for
services rendered to various affiliated companies owned by the
Company's major stockholder.  The Company has loaned an affiliate
$108,348 to fund start-up costs.  The affiliate is to pay the
borrowings back with 10% interest during the year ending
September 30, 1998.
  
The Company leases its office space and equipment on a month-to-month basis
from S. J. Kechejian, M.D., P.A., an affiliated company.  The amounts paid
in 1997 and 1996 were $33,188 and $52,500, respectively.
  
7.    Gain (Loss) on Collection Services
  
During 1996, the Company acquired, for 70,000 shares of common
stock, the net assets of a collection service company.  However,
the transaction was later rescinded and the operations of the
service are shown as other income and expenses in the
accompanying statement of  income for the years ended September
30, 1997 and 1996.
  
  
                         F-10
                           
  
  <PAGE>
  Item 8.    Changes in and Disagreements with Accountants on 
             Accounting and Financial Disclosure
  
   None.
  
                       Part III
  
  Item 9.  Directors, Executive Officers, Promoters and Control  
           Persons, Compliance with Section 16(A) of the Exchange Act
  
       The executive officers and directors of Alliance Health,
  Inc. are identified in the following table.  Each has held the
  indicated positions with Alliance Health, Inc. since May 19,
  1995, and will serve in these offices until their successors are
  elected and qualified.
  
       NAME                    AGE             POSITION
  
  Sarkis J. Kechejian          59    President, Treasurer
                                     and Chairman of the Board
  
  Sharilyn J. Bruntz Wilson    47    Vice President and Secretary
  
  Richard C. Schneck           47    Chief Operating Officer
  
  Kenneth Guest                58    Director
  
  James Kenney                 56    Director
  
  George Nicolaou, M.D.        76    Director
  
  Mac Martirossian             43    Director
  
       Dr. Kechejian is also president and sole owner of S. J.
  Kechejian, M.D., P.A. dba Doctor's Clinic which consists of
  nineteen clinics treating patients injured on the job or in auto
  accidents.
  
       Ms. Wilson is Secretary and Chief Financial Officer of S. J.
  Kechejian, M.D., P.A. and was Secretary/Treasurer of K Med
  Centers, Inc. from January, 1987 until December, 1991.  Prior to
  that time, for over five years, she was a Legal Assistant with
  several law firms.
  
       Mr. Guest is an attorney who has been practicing in the Dallas
  area since 1965.  He is with the law firm of Ken Guest and
  Associates.  He has investments in several manufacturing and
  retail businesses.
  
  
  
  
  
  
                         -5-
  
  
  <PAGE>
       James W. Kenney has been a Director since September, 1992.  He
  is currently associated with San Jacinto Securities, Inc. as
  Executive Vice President.  From February, 1992 to June, 1993 he
  served as Vice President of Investments for Renaissance Capital
  Group, Inc.  From October, 1989 to February, 1992 he served as
  Senior Vice President, Director of Trading and Sales for Capital
  Institutional Services.  From February, 1987 to October, 1989, he
  served as Senior Vice President for retail sales for Rauscher
  Pierce Refsnes, Inc.  Mr. Kenney received a BA degree in
  economics from the University of Colorado in Boulder, Colorado. 
  Mr. Kenney also currently serves on the Board of Directors of the
  following companies: AmeriShop Corporation, Consolidated Health
  Care Associates, Inc., Industrial Holdings, Inc., Scientific
  Measurement Systems, Tecnol Medical Products, Inc., and Tricom
  Corporation.
  
       Dr. Nicolaou is a retired physician.  He has extensive
  business experience doing consulting work.
  
       Mac Martirossian has been a Director since May, 1996.  He is
  currently Senior Vice President of Business Development for
  Howard Schultz & Associates.  From April 1989 to August 1995, he
  served in various Executive Management positions at AMRE, Inc.,
  with his last position as Vice President-Operations.
  
       Richard Schneck is Chief Operating Officer of Alliance Health,
  Inc.  He joined Alliance in February, 1997.  Prior to that time
  he was an Executive Manager in HMO operations, as well as
  Hospital Financial and Administrative operations.  Mr. Schneck
  has over 20 years of health care management experience.
  
  Item 10.  Executive Compensation
  
  Cash Compensation
  
       For the fiscal year ended September 30, 1997, Dr. Kechejian
  received no cash remuneration.  Ms. Wilson received a salary of
  $56,618 and Mr. Schneck received a salary of $80,501.38 for the
  year ended September 30, 1997.
  
  Compensation of Directors
  
       Directors received $500 for each of the two Board of
  Director's meetings attended.
  
  Item 11.  Security Ownership of Certain Beneficial Owners and
            Managers
  
       The following information is submitted as of September 30,
  1997 with respect to the Company's voting securities owned
  beneficially by each person known to the Company who owns more
  than 5% of the Common Stock of the Company, this being the only
  class of voting securities now outstanding and by all directors
  and officers of the Company individually and as a group.
    
  
                         -6-
  
  
  <PAGE>
  Name and Address of          Amount Bene-            Approximate
  Beneficial Owner           ficially owned            Percent of 
                                                         Class
  
  Sarkis J. Kechejian, M.D.     2,809,518                  78%
  421 E. Airport Freeway
  Irving, Texas  75062
  
  Nishan J. Kechejian, M.D.       450,000                 12.5%
  824 Oak St.
  Brockton, MA 02401
  
  Item 12.  Certain Relationships and Related Transactions
  
       As set forth in the Company's financial statements contained
  in this report, all of the Company's advertising income and MRI
  income was for services rendered to affiliated companies.  The
  Company's two primary customers are S. J. Kechejian, M.D., P.A.
  and Metroplex Specialties, P.A., both professional corporations
  wholly owned by S. J. Kechejian, M.D.  Aldine Medical Associates,
  a professional corporation wholly owned by S. J. Kechejian, M.D.,
  and the Company are negotiating a Medical Services Agreement for
  the operation of a clinic in Tyler, Texas.  These companies
  provide diagnostic and therapeutic medical services to patients
  suffering from soft tissue injuries generally incurred in
  automobile or job related accidents.  Dr. Kechejian owns,
  directly or indirectly, 2,809,518 shares of Common Stock of the
  Company (78% of the outstanding shares).
  
       Furthermore, the Company's office facilities are located in
  the same office building owned by a company owned by Dr.
  Kechejian.  The Company leases its office space and equipment on
  a month to month basis from S. J. Kechejian, M.D., P.A. for which
  it paid $33,188 for fiscal year ended September 30, 1997.
  
  
                       PART IV.
  
  
  Item 13.  Exhibits and Reports on Form 8-K
  
   a.        Exhibit 27, Financial Data Schedule
  
   b.        None
  
    
  
                         -7-
  
  
  
  <PAGE>
                      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:    December 30, 1997   By:  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:   December 30, 1997       Sarkis J. Kechejian, M.D.
                                   __________________________
                                   Sarkis J. Kechejian, M.D.
                                   Chairman of the Board and
                                   President and Treasurer
  
  DATED:   December 30, 1997       James Kenney
                                   __________________________
                                   James Kenney
                                   Director
  
  DATED:   December 30, 1997       George Nicolaou, M.D.
                                   __________________________
                                   George Nicolaou, M.D.
                                   Director
  
  DATED:   December 30, 1997       Kenneth Guest
                                   __________________________
                                   Kenneth Guest
                                   Director
  
  DATED:   December 30, 1997       Mac Martirossian
                                   __________________________
                                   Mac Martirossian
                                   Director
  
  
  
  
  
  
  
  
  
  
                         -8-