Mail Stop 3-09

							April 25, 2005


Russell D. Phillips, Jr.
General Counsel and Secretary
Alliance Imaging, Inc.
1900 S. State College Blvd., Suite 600
Anaheim, CA  92806

Re:	Alliance Imaging, Inc.
	Form 8-K dated March 7, 2005
	File Number 001-16609

Dear Mr. Phillips:

	We have reviewed your April 15, 2005 response to our March
28,
2005 comment letter and have the following comment.  Where our
comment calls for disclosure, we think you should amend your
document
in response to this comment. Please amend your Form 8-K dated
March
7, 2005 and respond to this comment within 15 business days or
tell
us when you will provide us with a response prior to the
expiration
of the 15-day period.  If you disagree with the comment, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. You may wish to provide us with marked
copies of the amendment to expedite our review.  Detailed letters
greatly facilitate our review. Your letter should key your
response
to our comment.  Please file your letter on EDGAR under the form
type
label CORRESP.  Please understand that we may have additional
comments after reviewing your amendment and response to our
comment.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

8-K Dated March 7, 2005

We have read your April 15, 2005 response to comment 5 of our
March
28, 2005 letter.  We believe that for the non-GAAP measures to be
useful to investors, additional disclosures are necessary.  You
state
that non-GAAP measures are useful because they are a benchmark for
measuring operating performance, your ability to satisfy debt
service, capital expenditures and working capital requirements and
because certain covenants in your debt service are based on
similar
measures. For each non-GAAP measure, disclose what it means to be
a
"benchmark" for measuring operating performance and an "ability to
satisfy" debt service, capital expenditures and working capital
requirements as these terms are vague. Provide expanded disclosure
to
put each amount into context and explain what each amount means in
terms of being a "benchmark" and "ability to satisfy."  In this
regard, it may be necessary to also explain the rationale for and
limitation of each adjustment to the comparable GAAP amount. We
also
refer you to our FAQ on non-GAAP disclosures that may be found on
website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm
in particular answers to questions 8 and 9 for our views and
suggested disclosures.  Without this additional disclosure, we are
not able to understand how the non-GAAP information is useful to
an
investor. With respect to the debt service covenants, disclose the
covenant requirements and their relevance so that an investor may
compare the non-GAAP measure to the covenant requirement which
will
improve the usefulness of the measures to an investor. Also with
respect to the debt service covenant non-GAAP disclosures, clarify
what you mean by "similar measures," reconcile the differences
between "similar measures" and the covenant requirement and
explain
why the "similar measures" are more useful to an investor than the
measure computed based on the covenant requirement.

		You may contact Christine Allen at (202) 824-5533 or me
at
(202) 942-1803 if you have questions regarding comments on the
financial statements and related matters.

							Sincerely,



							Jim B. Rosenberg
							Senior Assistant Chief
Accountant


cc:	Nicholas S. O`Keefe, Esq.
	Latham & Watkins LLP
	135 Commonwealth Drive
	Menlo Park, CA  94025

??

??

??

??

Russell D. Phillips, Jr.
Alliance Imaging, Inc.
March 24, 2005
Page 1