SecProbe.io

CORRESP
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filename1.htm

[Alliance Imaging,
Inc. Letterhead]

May 24, 2005

VIA EDGAR

Securities and Exchange
Commission

Division of Corporation
Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

  Re:

  Alliance Imaging, Inc. Registration Statement on
  Form S-4

  File No. 333-124431

  Supplemental Representations and Warranties

Ladies and Gentlemen:

In connection with the offer (the “Exchange Offer”) by Alliance
Imaging, Inc., a Delaware corporation (the “Company”),
to exchange up to $150,000,000 aggregate principal amount of 7¼% Senior Subordinated
Notes due 2012 (the “Exchange Notes”)
for any and all of its outstanding $150,000,000 aggregate principal amount of
its 7¼% Senior Subordinated Notes due 2012 (the “Private
Notes”), the Company hereby represents and warrants to the Staff
of the Securities and Exchange Commission as follows:

1.                                       The
Company is registering the Exchange Notes through a Registration Statement on
Form S-4 (the “Registration Statement”) in
reliance on the Staff’s position enunciated in Exxon Capital Holdings
Corporation (dated May 13, 1988) (the “Exxon Capital Letter”),
Morgan Stanley & Co. Incorporated (dated June 5, 1991) (the “Morgan Stanley Letter”), Shearman
& Sterling (dated July 2, 1993) (the “Shearman
& Sterling Letter”) and other interpretive letters to
similar effect.

2.                                       The
Company has not entered into any arrangement or understanding with any person
to distribute the Exchange Notes and, to the best of the Company’s information
and belief, each person participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes.

3.                                       In
this regard, the Company will make each person participating in the Exchange
Offer aware (through the prospectus contained in the Registration Statement
(the “Prospectus”) or otherwise)
that (a) any broker-dealer who holds the Private Notes acquired for its own account as a result of market-making activities or
other trading activities and who receives Exchange Notes in exchange for such
Private Notes pursuant to the Exchange Offer

may be a statutory underwriter and must deliver a
prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended (the “Securities Act”);
and (b) if any person is participating in the Exchange Offer for the
purpose of distributing the Exchange Notes, such person (i) could not rely on
the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley
Letter, the Shearman & Sterling Letter, or other interpretive letters to
similar effect, and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction.  The Company acknowledges
that such a secondary resale transaction by such person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes should be
covered by an effective registration statement containing the selling
securityholder information required by Item 507 of Regulation S-K.

4.                                       The
Company will also make each exchange offeree participating in the Exchange
Offer aware (through the Exchange Offer prospectus or otherwise) that, by
tendering the Private Notes in the Exchange Offer, such person will be deemed
to (a) represent that such person is not engaged in, and does not intend to
engage in, a distribution of the Exchange Notes and (b) acknowledge that if the
exchange offeree is a broker-dealer holding Private Notes acquired for its own account
as a result of market-making activities or other trading activities, it will
deliver a prospectus meeting the requirements of Section 10 of the
Securities Act in connection with any resale of the Exchange Notes received in
respect of such Private Notes pursuant to the Exchange Offer.  The Prospectus will also contain a statement
to the effect that, by delivering such prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.

5.                                       The
Company will commence the Exchange Offer for the Private Notes when the
Registration Statement is declared effective by the Securities and Exchange Commission.  The Exchange Offer will remain in effect for
a limited time and will not require the Company to maintain an “evergreen”
registration statement.  The Exchange
Offer will be conducted by the Company in compliance with the Securities
Exchange Act of 1934, as amended, and any applicable
rules and regulations thereunder.

  Sincerely yours,

  /s/ Russell D.
  Phillips, Jr.

  Russell D. Phillips,
  Jr.

  Executive Vice
  President, General Counsel

  and Secretary

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