SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* OCM Principal Opportunities Fund IV, LP (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/16/2007	3. Issuer Name and Ticker or Trading Symbol ALLIANCE IMAGING INC /DE/ [ AIQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/26/2007
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,628,845	D(1)(2)
Common Stock	1,120,160	I	See Footnotes(1)(3)
Common Stock	1,600,000	I	See Footnotes(1)(4)
Common Stock	320,000	I	See Footnotes(1)(5)
Common Stock	160,000	I	See Footnotes(1)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* OCM Principal Opportunities Fund IV, LP (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCM Principal Opportunities Fund IV GP, LP (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OCM Principal Opportunities Fund IV GP LTD (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MTS Health Investors II, LP (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MTS Health Investors II GP, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MTS Health Investors II GP Holdings, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Alliance-MTS Co-Investors I, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Alliance-MTS Co-Investors II, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Alliance-Oaktree Co-Investors, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OAKTREE CAPITAL MANAGEMENT LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT 333 S. GRAND AVENUE, FLOOR 28 (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The parties directly owning the shares reported on this form are parties to a Stockholders? Agreement, dated April 16, 2007, which provides for certain terms regarding voting and disposal of the shares of the Issuer owned by the parties. By virtue of this agreement, each of the parties to the agreement may be considered beneficially owners of all these securities as members of a "group" as defined under Rule 13d-5 of the Securities Exchange Act of 1934. OCM Fund and OCM LLC disclaim beneficial ownership of the securities reported herein as directly owned by MTS, MTS I, or MTS II and MTS, MTS I, and MTS II disclaim beneficial ownership of the securities reported herein as directly owned by OCM or the OCM Fund. The inclusion of these securities in this report shall not be deemed to be an admission that any of the reporting persons have beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

2. Oaktree Capital Management, LLC is the director of OCM Principal Opportunities Fund IV GP Ltd. OCM Principal Opportunities Fund IV GP Ltd. is the general partner of OCM Principal Opportunities Fund IV GP, L.P. ("OCM GP"), which is the general partner of OCM Principal Opportunities Fund IV, L.P. ("OCM Fund"). Each may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of OCM Fund pursuant to the partnership agreement of OCM Fund.

3. These securities are directly owned by Alliance-Oaktree Co-Investors, LLC ("OCM LLC"). The managing member of OCM LLC is OCM GP. OCM GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of OCM LLC pursuant to the Limited Liability Company Agreement of OCM LLC.

4. These securities are owned by MTS Health Investors II, L.P. ("MTS"). MTS Health Investors II GP, LLC ("MTS GP") is the general partner of MTS. MTS Health Investors II GP Holdings, LLC is the Class A member of MTS GP. Each may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS pursuant to a partnership agreement for MTS.

5. These securities are owned by Alliance-MTS Co-Investors I, LLC ("MTS I"). MTS GP is the managing member of MTS I. MTS GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS I pursuant to the Limited Liability Company Agreement of MTS I.

6. These securities are owned by Alliance-MTS Co-Investors II, LLC ("MTS II"). MTS GP is the managing member of MTS II. MTS GP and its affiliates may be deemed to beneficially own these shares because they have discretionary authority and control over all of the assets of MTS II pursuant to the Limited Liability Company Agreement of MTS II.

Remarks:

	/s/ Stephan Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	/s/ Stephen Kaplan; /s/ Emily Alexander	04/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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