8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                      FEBRUARY 9, 2005 (FEBRUARY 9, 2005)

                      ALLIED HEALTHCARE INTERNATIONAL INC.
      --------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)




                          1-11570                                                   13-3098275
            ----------------------------------                   ------------------------------------------------
                 (COMMISSION FILE NUMBER)                              (IRS EMPLOYER IDENTIFICATION NUMBER)


                                    NEW YORK
 ------------------------------------------------------------------------------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                  555 MADISON AVENUE, NEW YORK, NEW YORK 10022
 -----------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (212) 750-0064
 ------------------------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

 ------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISION:




         ___          WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT.
         ___           SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT.
         ___           PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE EXCHANGE ACT.
         ___           PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE EXCHANGE ACT.






ITEM 2.02.        RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On February 9, 2005, Allied Healthcare International Inc.(the
"Company") issued a press release announcing its earnings for the quarter ended
December 31, 2004. A copy of the press release is attached to this Form 8-K.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

         99.1     Press release, dated February 9, 2005, of Allied Healthcare
                  International Inc.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  February 9, 2005

                          ALLIED HEALTHCARE INTERNATIONAL INC.


                          By:        /s/ Charles Murphy
                                   ----------------------------------------
                                   Name:  Charles Murphy
                                   Title: Chief Financial Officer

EX-99.1

[ALLIED HEALTHCARE INTERNATIONAL INC. LOGO]



                                                                PRESS RELEASE

FOR IMMEDIATE RELEASE

                  ALLIED HEALTHCARE INTERNATIONAL INC. REPORTS
                  --------------------------------------------
                        FISCAL 2005 FIRST QUARTER RESULTS
                        ---------------------------------




                                     FIRST QUARTER              FIRST QUARTER
                                       FISCAL 2005                FISCAL 2004                VARIANCE
                                       -----------                -----------                --------

REVENUE ($M)                               86.6                      78.5                     +10.2%
GROSS PROFIT ($M)                          25.2                      22.3                     +13.0%
GROSS MARGIN %                             29.1%                     28.4%
DILUTED EPS ($)                            0.11                      0.07*                    +55.4%


* After adjusting for the effects of compensation charges in Fiscal 2004, per
table attached.

      NEW YORK, NY (February 9, 2005) - Allied Healthcare International Inc.
(NASDAQ: AHCI), a leading provider of flexible healthcare staffing services in
the United Kingdom, announced results for its fiscal 2005 first quarter.

      Revenue for the fiscal first quarter ended December 31, 2004 rose 10.2
percent to $86.6 million, compared with $78.5 million in fiscal 2004. Gross
profit rose 13.0 percent to $25.2 million compared to $22.3 million for the
comparable period last year. Gross profit margin remained strong at 29.1% in the
fiscal first quarter 2005, compared with 28.4% during the same period last year.

      Net income available to common shareholders for the quarter ended December
31, 2004 was $4.8 million, or $0.11 per diluted share, compared with net income
available to common shareholders of $0.7 million, or $0.03 per diluted share for
the comparable period in fiscal 2004. Net income available to common
shareholders and diluted per share amounts are after giving effect to preferred
stock transactions.

      Also included in the results for the first quarter of fiscal 2005 are the
favorable effects of changes in foreign exchange.

      During the first quarter, the Company completed two acquisitions of Social
Services agencies. The initial consideration, excluding contingent payments, for
these acquisitions was $3.3 million.



ALLIED HEALTHCARE INTERNATIONAL INC.
FISCAL 2005 FIRST QUARTER RESULTS

      "Since the beginning of the current financial year, the focus of your
management team has been on the requirement for sustainable organic growth which
has necessitated a number of changes in senior personnel as well as the
implementation of a results-oriented flat organizational structure," said
Chairman and CEO Timothy Aitken. "With the new team now largely in place, the
focus will shift aggressively to the development of a sales capability, which
will be spearheaded by the recently appointed business development director,
promoted from within the group."

      Mr. Aitken concluded, "the balance of this year will not only reflect all
that has so far been done, but also evidence the significant change in the
culture of this company away from a salaried `wait for the call' attitude to a
results motivated business with some very determined management, rewarded
primarily by bonused performance."

      In addition to disclosing results of operations that are determined in
accordance with generally accepted accounting principles ("GAAP"), this press
release also discloses non-GAAP results of operations that exclude or include
certain charges. These non-GAAP measures adjust for charges that are unusual.
Management believes that the presentation of these non-GAAP measures provides
useful information to investors regarding the Company's results of operations,
as these non-GAAP measures allow investors to better evaluate ongoing business
performance. Management also uses these non-GAAP measures internally to assess
the performance of its business and to establish operational goals. Investors
should consider non-GAAP measures in addition to, and not as a substitute for,
financial measures prepared in accordance with GAAP. A reconciliation of the
non-GAAP measures disclosed in this press release with the most comparable GAAP
measures are included in the financial table attached to this press release.

       Allied Healthcare invites all those interested in hearing management's
discussion of the quarter to join the call by dialing 877-407-8289 on Wednesday,
February 9, 2005 at 10:00 AM EST. International participants may access the call
by dialing 201-689-8341. A replay will be available for one week following the
call by dialing 877-660-6853 for domestic participants and 201-612-7415 for
international participants. Refer to replay passcode account number 1628 and
conference ID number 136710 when prompted. Participants may also access a live
webcast of the conference call through the investor relations section of




ALLIED HEALTHCARE INTERNATIONAL INC.
FISCAL 2005 FIRST QUARTER RESULTS

Allied Healthcare's website, www.alliedhealthcare.com by clicking on the news
and press section, then selecting investor relations to access the link to the
call.

ABOUT ALLIED HEALTHCARE INTERNATIONAL INC.

Allied Healthcare International Inc. (http://www.alliedhealthcare.com) is a
leading provider of flexible healthcare staffing services in the United Kingdom.
Allied operates a community-based network of over 125 branches with the capacity
to provide carers (known as home health aides in the U.S.), nurses, and
specialized medical personnel to locations covering approximately 90% of the
U.K. population. Allied meets the needs of Private Patients, Community Care,
Nursing Homes and Hospitals. The Company also supplies medical-grade oxygen for
use in respiratory therapy in the U.K. pharmacy market and to private patients
in Northern Ireland.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release may be forward-looking
statements. These forward-looking statements are based on current expectations
and projections about future events. Actual results could differ materially from
those discussed in, or implied by, these forward-looking statements. Factors
that could cause actual results to differ from those implied by the
forward-looking statements include: Allied's ability to continue to recruit and
retain qualified flexible healthcare staff; ability to enter into contracts with
hospitals and other healthcare facility customers on terms attractive to Allied;
the general level of patient occupancy at hospital and healthcare facilities of
Allied's customers; ability to successfully implement acquisition and
integration strategies; dependence on the proper functioning of its information
systems; the effect of existing or future government regulation of the
healthcare industry, and ability to comply with these regulations; the impact of
medical malpractice and other claims asserted against Allied; the effect of
regulatory change that may apply to Allied and that may increase costs and
reduce revenue and profitability; ability to use net operating loss carry
forward to offset net income; and the impairment of goodwill, of which Allied
has a substantial amount on the balance sheet, may have the effect of decreasing
earnings or increasing losses. Other factors that could cause actual results to
differ from those implied by the forward-looking statements in this press
release include those described in Allied's most recently filed SEC documents,
such as its most recent annual report on Form 10-K, all quarterly reports on
form 10-Q and any current reports on Form 8-K filed since the date of the last
Form 10-K as well as changes in any of the following: the demand for Allied's
products and services, general economic conditions, governmental regulation, the
level of competition, customer strategies and pricing and reimbursement
policies. Allied undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

For further information:

Allied Healthcare Contact:                  Investor Contact:
Charles Murphy                              Edward Abella/ John Nesbett
Chief Financial Officer                     The Investor Relations Group
(212) 750-0064                              (212) 825-3210
charlesmurphy@alliedhealthcare.com



                      ALLIED HEALTHCARE INTERNATIONAL INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)

                                   (Unaudited)



                                                                                       THREE MONTHS ENDED DECEMBER 31,
                                                                      --------------------------------------------------
                                                                              2004                          2003
                                                                      ----------------------         -------------------

    Total revenues                                                     $             86,563           $          78,543
                                                                      ----------------------         -------------------

    Gross profit                                                                     25,214                      22,310

    Selling, general and administrative expenses                                     17,227                      16,706
                                                                      ----------------------         -------------------

          Operating income                                                            7,987                       5,604

    Interest expense, net                                                             1,209                       2,202

    Foreign exchange (gain) loss                                                         (7)                         11
                                                                      ----------------------         -------------------

          Income before income taxes                                                  6,785                       3,391

    Provision for income taxes                                                        1,958                       1,629
                                                                      ----------------------         -------------------

          Net income                                                                  4,827                       1,762

    Redeemable preferred dividends and accretion                                          -                       1,056
                                                                      ----------------------         -------------------

          Net income available to common shareholders                  $              4,827           $             706
                                                                      ======================         ===================


Basic and diluted income available to common shareholders
          per share of common stock                                    $               0.11           $            0.03
                                                                      ======================         ===================


Weighted average number of common shares outstanding:

          Basic                                                                      44,466                      22,224
                                                                      ======================         ===================
          Diluted                                                                    44,942                      22,651
                                                                      ======================         ===================


RECONCILIATION OF REPORTED NET INCOME TO ADJUSTED NET INCOME:



                                                                               THREE MONTHS ENDED DECEMBER 31,
                                                                                2004                           2003
                                                                      ----------------------         -------------------

Reported net income available to common shareholders                   $              4,827           $             706
Compensation charges                                                                      -                         860
                                                                          ------------------             ---------------
Adjusted net income available to common shareholders                   $              4,827           $           1,566
                                                                          ==================             ===============


RECONCILIATION OF REPORTED NET INCOME PER DILUTED SHARE TO
ADJUSTED NET INCOME PER DILUTED SHARE:



                                                                               THREE MONTHS ENDED DECEMBER 31,
                                                                                 2004                           2003
                                                                      ----------------------         -------------------

Reported net income per diluted share available to common
shareholders                                                           $               0.11           $            0.03
Add back: per-share effect of compensation charges                                        -                        0.04
                                                                          ------------------             ---------------
Adjusted net income per diluted share available to common
shareholders                                                           $               0.11           $            0.07
                                                                          ==================             ===============