<PAGE>
           U.S. Securities and Exchange Commission
                   Washington, D.C.  20549

                         Form 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE            
  SECURITIES EXCHANGE ACT OF 1934
        For the quarterly period ended March 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
     For the transition period from _________ to __________

Commission file number 33-17387  

                          ALLIANCE HEALTH, INC.                       
   (Exact name of small business issuer as specified in its charter)

        Delaware                                   75-2192377        
(State or other jurisdiction of         (IRS Employer Identification
 incorporation or organization)                      No.)


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

                            (972)-255-5533 
                      (Issuer's telephone number)
       ____________________________________________________________
          (Former name, former address and former fiscal year,
                      if changed since last year)

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


                  APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: At December 31, 1996,
3,590,000 shares of common stock, $0.01 par value, were outstanding.

Transitional Small Business Disclosure Format (Check one):
     Yes      No    X 






<PAGE>
                  ALLIANCE HEALTH, INC.

                               INDEX

                                                        PAGE NUMBER

PART I    FINANCIAL INFORMATION

          Balance Sheet - March 31, 1997 and
            September 30, 1996                               1

          Statement of Loss - Three Months   
            And Six Months Ended March 31, 1997              2
            

          Statement of Cash Flow - Six Months Ended
            March 31, 1997 and 1996                          3

          Notes to Financial Statements                    4-5

          Management's Discussion and Analysis of 
            Financial Condition and Results of
            Operation                                      6-7



PART II   OTHER INFORMATION

          Item 5.  Exhibits and Reports on Form 8-K         8


SIGNATURES                                                  9

<PAGE>

                         ALLIANCE HEALTH, INC.

                     PART I - FINANCIAL INFORMATION

                             BALANCE SHEET

                                 ASSETS

<TABLE>
<CAPTION>
                                       Mar 31, 1997  Sep 30, 1996
                                        Unaudited      Audited
 <S>                                    <C>          <C>
Current assets: 
 Cash                                   $ 667,420    $  364,958
 Accounts receivable-affiliate            253,245        63,350
 Other assets                              39,726         1,996
 Federal Income Tax Receivable              4,926         4,926
                                         ________      ________
  Total Current Assets                    965,317       435,230 

Property & equipment                    1,111,422     1,111,422
 Less accumulated depreciation           (257,081)     (172,481)
                                        _________     _________
                                          854,341       938,941
                                        _________     _________
                                       $1,819,658    $1,374,171

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                        
    Trade                              $      -0-    $   33,246
    Affiliate                                 519           171
  Accrued liabilities                         541         1,356   
                                         ________     _________
    Total current liabilities               1,060        34,773

Deferred Income Taxes                      28,613        63,238

Stockholders' equity:
   Common stock-par value of $0.01
   per share; authorized 20,000,000,
   issued 3,590,000 shares                 35,900        35,900
  Additional paid-in capital              831,166       831,166
  Retained earnings                       922,919       409,094
                                        _________     _________
 Total stockholders' equity             1,789,985     1,276,160
                                        _________     _________
                                       $1,819,658    $1,374,171 
</TABLE>
The accompanying notes are an integral part of these financial
statements

                           -1-

<PAGE>

                              ALLIANCE HEALTH, INC.
                                        

                             STATEMENT OF OPERATIONS

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                              Three Months Ended    Six Month Ended 
                               Mar 31,    Mar 31,   Mar 31,   Mar 31,
                               1997        1996      1997      1996
<S>                         <C>        <C>       <C>        <C>
REVENUES:                   $ 603,926  $ 402,273 $1,079,484 $749,576        
EXPENSES:
 Advertising                  137,557    119,710    230,344  237,619
 Salaries & Employee
  Benefits                     70,321     62,957    130,119  110,094
 Depreciation                  42,300     41,768     84,600   80,481
 General & Administrative      59,908     39,596    120,596   64,691
                            _________   ________  _________ ________
                              310,086    264,031    565,659  492,885

  Operating income            293,840    138,242    513,825  256,691

  Income Taxes (Benefit)          -0-        -0-        -0-      -0-
                            _________   ________ _________ _________
 Net income                   293,840  $ 138,242   513,825   256,691
                            _________   ________ _________ _________

 Net income per
   common share            $      .08  $     .04 $     .14 $     .07
                                                                       
Weighted average number of       
  shares outstanding        3,590,000  3,601,667 3,590,000 3,595,833
</TABLE>

The accompanying notes are an integral part of the financial statements.



                               -2-


<PAGE>


                              ALLIANCE HEALTH, INC.

                             STATEMENT OF CASH FLOW

<TABLE>
<CAPTION>
                                              
                                           Six Months Ended                   
                                       Mar 31           Mar 31
                                        1997             1996     
                                     (Unaudited)      (Unaudited)
  <S>                                <C>               <C>
Cash flows from operating
 activities: 
  Net income (loss)                  $ 513,825         $ 256,691
  Adjustments to reconcile net
   loss to net cash provided by
   (used in) operating activities:           
      Depreciation                      84,600            80,480 
      Accounts Receivable             (189,895)           14,932
      Other Assets                     (37,730)           (9,487)
      Accounts Payable                 (32,898)           (7,737)
      Accrued liabilities              (35,440)          (63,553)
                                      ________           _______
      Net cash provided by
       (used in) operating 
       activities                      302,462           271,326
                                      ________           _______

Cash flows from investing activities:
 Purchase of equipment                     -0-          (141,470)
                                      ________          ________

Net increase (decrease) in cash        302,462           129,856 
Cash at beginning of period            364,958            46,741
                                      ________          ________

Cash at end of period                $ 667,420          $176,597  
                                     _________          ________
</TABLE>




The accompanying notes are an integral part of these financial statements.



                               -3-

<PAGE>

                        ALLIANCE HEALTH, INC.

                   NOTES TO FINANCIAL STATEMENTS
                            (Unaudited)


Note 1.    Basis of Presentation

     The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-QSB of Regulation S-B.  They do not include all information and
footnotes required by generally accepted accounting principles for
complete financial statements.  However, except as disclosed herein,
there has been no material change in the information disclosed in the
notes to the financial statements for the year ended September 30,
1996 included in the Company's Annual Report on Form 10-KSB filed with
the Securities and Exchange Commission.  The interim unaudited
financial statements should be read in conjunction with those
financial statements included in the Form 10-KSB. In the opinion of
management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have
been made.  Operating results for the three month period ended March
31, 1997 are not necessarily indicative of the results that may be
expected for the year ending September 30, 1997.

     All of the Company's advertising income was for services rendered
to S. J. Kechejian, M.D., P.A., Metroplex Specialties, P.A. and Metro
Pharmacy, Inc., companies owned by the major stockholder.


Note 2.  Organization

    Alliance Health, Inc. (the "Company") was incorporated in Delaware
on September 4, 1987.  Effective May 12, 1995, the Company acquired
the advertising division (the "Division") of K Clinics, P.A. ("K
Clinics") from S. J. Kechejian, M.D. for 1,200,000 shares of the
Company's stock.  The acquisition has been accounted for in a manner
similar to the pooling-of-interests method due to Dr. Kechejian's
control of the respective companies.  Accordingly, the Company has
presented, in the accompanying combined financial statements, the
combination of the companies as if the acquisition had occurred on
October 1, 1994.

     Included in the combined results of operations for the period
from October 1, 1994 to May 12, 1995 are the following results of the
previously separate companies:

                                    -4-     

<PAGE>


                               Company    Division   Combined

    Period from Oct. 1, 1994
     To May 12, 1995 (unaudited)
      Revenues                $    -0-    $675,000   $675,000
      Net income (loss)       $    -0-      65,109     65,109

     The Company currently offers its advertising and management
services to medical clinics of affiliated companies.

Note 3.   Summary of Significant Accounting Policies

     Restatement

     The 1995 financial statements have been restated to reflect the
combination of the Division as explained in Note 1.








                            -5-



<PAGE>

                        ALLIANCE HEALTH, INC.

                MANAGEMENT'S DISCUSSION AND ANALYSIS

                 OF INTERIM FINANCIAL INFORMATION

     The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial
condition and operating results for the period included in the
accompanying financial statements.

Results of Operation and Financial Condition

     For the quarter ending March 31, 1997 and 1996, the Company had
net income of $293,840 and $138,242 respectively.  Revenues consisted
of $181,800 from Metroplex Specialties for lease of the Company's MRI,
$400,000 for advertising from S. J. Kechejian, M.D., P.A., Metroplex
Specialties, P.A. and Metro Pharmacy, Inc. and bank interest in the
amount of $5,014. Revenue in the amount of $17,112 was generated
through collections.  The MRI income generated from Metroplex
Specialties is on a per scan basis and is expected to continue at
roughly $40,000 to $50,000 per month during the next period.  The
advertising income generated from S. J. Kechejian, M.D., P.A., is an
ongoing arrangement with the Company billed at $290,000 during the
quarter; the advertising income generated from Metroplex Specialties,
P.A., is an ongoing arrangement with the Company billed at $90,000
during the quarter and the advertising income generated from Metro
Pharmacy, Inc., is an ongoing arrangement with the Company billed at
$20,000 during the quarter.  The quarter's revenue constitutes a 50%
increase over the same quarter in 1996.

     The expenses during the quarter ended March 31, 1997 included
advertising, salaries and employee benefits, depreciation and other
general and administrative costs in the amount of $310,086.  This is
roughly a 17% increase in expenses over the same quarter last year
partially due to production consulting and maintenance performed on
the Company's MRI.

     The Company has negotiated a Management Service Agreement with
Aldine Medical Associates ("Aldine").  As part of the start up costs
for the facility, the Company will loan Aldine the funds necessary for
operating costs as needed at ten percent (10%) interest.  Aldine will
also pay a management services fee for each patient over 400 patients
per month at a rate of $25 per patient.  This fee arrangement will
begin when "Aldine" reaches 400 patients per month for three
consecutive months.




                               -6-

<PAGE>

Liquidity and Capital Resources

     The Company had total assets of $1,819,658 at March 31, 1997. 
Advertising income is expected to continue at approximately $100,000
per month and may increase if S. J. Kechejian, M.D., P.A. or Metroplex
Specialties, P.A. opens additional facilities.  The Company is
continuing to market the advertising package to other medical
providers. 

     Current liabilities consisted of accrued payroll taxes in the
amount of $541 and amounts due to affiliates of $519.


                            -7-

<PAGE>
                      ALLIANCE HEALTH, INC.

                  PART II - OTHER INFORMATION


Item 5.     Exhibits and Reports on Form 8-K

          None.            











                             -8-

<PAGE>      
      
                       SIGNATURES


Pursuant to the requirements of the Section 13 or 15 (d) 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.




DATED: February 13, 1997         By:  Sarkis J. Kechejian, M.D.
                                      Sarkis J. Kechejian, M.D.
                                      President, Director and
                                      Treasurer









                             -9-