As filed with the Securities and Exchange Commission on June
2, 1995
                                                                

                                  Registration Statement No. 33-
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                               

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                                               

                       ALLIANCE PHARMACEUTICAL CORP.
          (Exact name of registrant as specified in its charter)

                   New York                  14-1644018
         (State or other jurisdiction    (I.R.S. Employer
     of incorporation or organization)   Identification Number) 
                          3040 Science Park Road
                           San Diego, CA  92121
                              (619) 558-4300           (Address,
including zip code, and telephone number,
including area code of registrant's principal executive offices)

          EMPLOYEES 401(K) PLAN OF ALLIANCE PHARMACEUTICAL CORP.
                         (Full title of the plan)

                               DUANE J. ROTH
                                 President
                       Alliance Pharmaceutical Corp.
                          3040 Science Park Road
                           San Diego, CA  92121
                              (619) 558-4300
               (Name, address, including zip code, and telephone
number, of agent for service of process)
                                               

                                 Copy to:
                           Melvin Epstein, Esq.
                         Stroock & Stroock & Lavan
                           Seven Hanover Square
                         New York, NY  10004-2696
                                               
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed                  
                                     Maximum       Maximum                   
  Title of Shares                    Aggregate     Aggregate   Amount of     
  to be             Amount to be     Price Per     Offering    Registration  
  Registered        Registered       Unit (1)      Price       Fee           
  <S>                  <C>           <C>         <C>             <C>
  Common Stock,        24,979        $6.00 per                               
  $.01 par value.      shares        share       $149,874.00     $100.00     

</TABLE>

     (1)  As dictated by Rule 457(h)(1), the Proposed Maximum
          Aggregate Price Per Unit represents the amount per
          share at which the Company values its matching
          contribution under the Employees' 401(k) Plan of
          Alliance Pharmaceutical Corp.
<PAGE>


     This Registration Statement on Form S-8 of Alliance
Pharmaceutical Corp., a New York corporation (the "Company"),
covers 24,979 shares of Common Stock, par value $.01 per share,
of the Company reserved for issuance under the Employees'
401(k) Plan of Alliance Pharmaceutical Corp.  As permitted by
General Instruction E of Form S-8, the Company hereby
incorporates by reference the contents of the Company's
Registration Statement on Form S-8, dated March 31, 1994
(Registration No. 33-77172) filed under the 1933 Act.
<PAGE>


                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Diego, State of California, on June 2, 1995.

                               ALLIANCE PHARMACEUTICAL CORP.
                                     (Registrant)


Date: June 2, 1995               By  /s/ Duane J. Roth          

                                    Duane J. Roth
                                     President

                                     
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on June 2, 1995.


/s/Duane J. Roth        President, Chief Executive
   Duane J. Roth        Officer and a Director     June 2, 1995
   (Chief Executive Officer)


/s/Theodore D. Roth    Executive Vice President
   Theodore D. Roth    and Chief Financial Officer  June 2, 1995
   (Chief Financial Officer)


/s/Tim T. Hart        Treasurer and Comptroller     June 2, 1995
   Tim T. Hart
   (Chief Accounting Officer)

   Carroll O. Johnson*    Director               June 2, 1995
   Carroll O. Johnson

   Stephen M. McGrath*    Director               June 2, 1995
   Stephen M. McGrath

   Donald E. O'Neill*     Director               June 2, 1995
   Donald E. O'Neill

   Dr. Helen M. Ranney*   Director               June 2, 1995
   Dr. Helen M. Ranney

   Dr. Jean G. Riess*     Director               June 2, 1995
   Dr. Jean G. Riess

   Dr. Thomas F. Zuck*    Director               June 2, 1995
   Dr. Thomas F. Zuck

 *  By:/s/ Theodore D. Roth                      
        Theodore D. Roth
        Attorney-in-Fact
<PAGE>

                               EXHIBIT INDEX
                                                      
Sequential
Exhibit                                            Page      
Number                  Description                Number    

 5            Opinion of Stroock & Stroock & Lavan.             
23.1          Consent of Stroock & Stroock & Lavan (included in
             Exhibit 5 hereto).
23.2          Consent of Deloitte & Touche LLP.
23.3          Consent of Ernst & Young LLP.
24            Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 5941}]
{"company-data": {"conformed-name": "ALLIANCE PHARMACEUTICAL CORP", "cik": "0000736994", "assigned-sic": "2835", "irs-number": "141644018", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59869", "film-number": "95544868"}, "business-address": {"street1": "3040 SCIENCE PARK RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195584300"}, "mail-address": {"street1": "3040 SCIENCE PARK ROAD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": [{"former-conformed-name": "OTISVILLE BIOPHARM INC", "date-changed": "19890310"}, {"former-conformed-name": "OTISVILLE BIOTECH INC", "date-changed": "19861216"}]}
As filed with the Securities and Exchange Commission on June
2, 1995
                                                                

                                  Registration Statement No. 33-
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                               

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                                               

                       ALLIANCE PHARMACEUTICAL CORP.
          (Exact name of registrant as specified in its charter)

                   New York                  14-1644018
         (State or other jurisdiction    (I.R.S. Employer
     of incorporation or organization)   Identification Number) 
                          3040 Science Park Road
                           San Diego, CA  92121
                              (619) 558-4300           (Address,
including zip code, and telephone number,
including area code of registrant's principal executive offices)

          EMPLOYEES 401(K) PLAN OF ALLIANCE PHARMACEUTICAL CORP.
                         (Full title of the plan)

                               DUANE J. ROTH
                                 President
                       Alliance Pharmaceutical Corp.
                          3040 Science Park Road
                           San Diego, CA  92121
                              (619) 558-4300
               (Name, address, including zip code, and telephone
number, of agent for service of process)
                                               

                                 Copy to:
                           Melvin Epstein, Esq.
                         Stroock & Stroock & Lavan
                           Seven Hanover Square
                         New York, NY  10004-2696
CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed                  
                                     Maximum       Maximum                   
  Title of Shares                    Aggregate     Aggregate   Amount of     
  to be             Amount to be     Price Per     Offering    Registration  
  Registered        Registered       Unit (1)      Price       Fee
Common Stock,        24,979        $6.00 per                               
  $.01 par value.      shares        share       $149,874.00     $100.00
(1)  As dictated by Rule 457(h)(1), the Proposed Maximum
          Aggregate Price Per Unit represents the amount per
          share at which the Company values its matching
          contribution under the Employees' 401(k) Plan of
          Alliance Pharmaceutical Corp.
This Registration Statement on Form S-8 of Alliance
Pharmaceutical Corp., a New York corporation (the "Company"),
covers 24,979 shares of Common Stock, par value $.01 per share,
of the Company reserved for issuance under the Employees'
401(k) Plan of Alliance Pharmaceutical Corp.  As permitted by
General Instruction E of Form S-8, the Company hereby
incorporates by reference the contents of the Company's
Registration Statement on Form S-8, dated March 31, 1994
(Registration No. 33-77172) filed under the 1933 Act.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Diego, State of California, on June 2, 1995.

                               ALLIANCE PHARMACEUTICAL CORP.
                                     (Registrant)

Date: June 2, 1995               By  /s/ Duane J. Roth          

                                    Duane J. Roth
                                     President

                                     
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on June 2, 1995.

/s/Duane J. Roth        President, Chief Executive
   Duane J. Roth        Officer and a Director     June 2, 1995
   (Chief Executive Officer)

/s/Theodore D. Roth    Executive Vice President
   Theodore D. Roth    and Chief Financial Officer  June 2, 1995
   (Chief Financial Officer)

/s/Tim T. Hart        Treasurer and Comptroller     June 2, 1995
   Tim T. Hart
   (Chief Accounting Officer)

   Carroll O. Johnson*    Director               June 2, 1995
   Carroll O. Johnson

   Stephen M. McGrath*    Director               June 2, 1995
   Stephen M. McGrath

   Donald E. O'Neill*     Director               June 2, 1995
   Donald E. O'Neill

   Dr. Helen M. Ranney*   Director               June 2, 1995
   Dr. Helen M. Ranney

   Dr. Jean G. Riess*     Director               June 2, 1995
   Dr. Jean G. Riess

   Dr. Thomas F. Zuck*    Director               June 2, 1995
   Dr. Thomas F. Zuck

 *  By:/s/ Theodore D. Roth                      
        Theodore D. Roth
        Attorney-in-Fact
EXHIBIT INDEX
                                                      
Sequential
Exhibit                                            Page      
Number                  Description                Number    

 5            Opinion of Stroock & Stroock & Lavan.             
23.1          Consent of Stroock & Stroock & Lavan (included in
             Exhibit 5 hereto).
23.2          Consent of Deloitte & Touche LLP.
23.3          Consent of Ernst & Young LLP.
24            Power of Attorney.