March 27, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 90549
Attn:    Mr. Jeffrey P. Riedler, Assistant Director
         Mr. N. Sean Harrison, Esq.

         Re:    Alliance Imaging, Inc.
                Application for Withdrawal of Registration Statement on Form S-1
                Commission File No. 333-56108

Ladies and Gentlemen:

         Pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
as amended, Alliance Imaging, Inc. (the "Company") hereby applies for an order
granting the immediate withdrawal of its Registration Statement on Form S-1,
together with all exhibits thereto, Commission File No. 333-56108 (collectively,
the "Registration Statement"). The Registration Statement was originally filed
with the Securities and Exchange Commission on February 23, 2001.

         The Company requests withdrawal of the Registration Statement because,
due to uncertain market conditions, it does not intend to conduct the offering
of shares of its common stock contemplated in the Registration Statement at this
time. No shares of the Company's common stock have been sold under the
Registration Statement.

         If you have any questions regarding the foregoing application for
withdrawal, please contact Greg Rodgers or Tom Mattei of Latham & Watkins, legal
counsel to the Company in connection with the Registration Statement, at (213)


                                          Alliance Imaging, Inc.

                                          /s/ Russell D. Phillips

                                          Russell D. Phillips
                                          General Counsel and Secretary

cc:      James P. Beaubien
         John White