<HTML>
<HEAD>
<TITLE>FORM S-8</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><B>STROOCK &amp; STROOCK &amp; LAVAN LLP<BR>
180 Maiden Lane<BR>
New York, NY 10038-4982<BR>
Phone 212-806-5400<BR>
Fax 212-806-6006</B></P>

<P>&nbsp;</P>

<P>March 14, 2001</P>

<P><B><U>VIA EDGAR</U></B></P>

<P>Securities and Exchange Commission<BR>
450 Fifth Street, N.W.<BR>
Washington, D.C.  20549</P>

<P>Re:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Alliance Pharmaceutical Corp. on Form S-8</U></P>
<BR>

<P>Ladies and Gentlemen:</P>

<P>On behalf of Alliance Pharmaceutical Corp. (the "Company"), transmitted
herewith for filing pursuant to the Securities Act of 1933, as amended, is the
Company's Registration Statement on Form S-8. Please deduct the
registration fee for the Registration Statement on Form S-8 from the
Company's account with you.</P>

<P>If you have any questions concerning this matter or the transmitted
materials, please do not hesitate to call the undersigned at (212) 806-6418.
Please acknowledge receipt of this transmission by notifying the person
indicated in the "Notify" line in the submission header of the
above-referenced filing.</P>
<BR>

<P>Very truly yours,</P>

<P>/s/ Joseph Z. Hellerstein</P>

<P>Joseph Z. Hellerstein</P>

<PAGE>

<P ALIGN=CENTER><B>As filed with the Securities and Exchange Commission on March
14, 2001</B></P>

<P ALIGN=RIGHT><B>Registration Statement No. 333-__________</B></P>

<HR SIZE=1 NOSHADE>

<P ALIGN=CENTER><B>SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT SIZE=1>Washington, D.C. 20549</FONT></B></P>

<P ALIGN=CENTER><B>FORM S-8<BR>
REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B></P>

<P ALIGN=CENTER><B>ALLIANCE PHARMACEUTICAL CORP.</B><BR>
<FONT SIZE=1>(Exact name of registrant as specified in its
charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30%>&nbsp;</TD>
<TD WIDTH=20% ALIGN=CENTER><FONT SIZE=1><B>New York</B><BR>
(State or other jurisdiction<BR>
of incorporation or organization)</FONT></TD>
<TD WIDTH=20% ALIGN=CENTER><FONT SIZE=1><B>14-1644018</B><BR>
(I.R.S. Employer<BR>
Identification Number)</FONT></TD>
<TD WIDTH=30%>&nbsp;</TD>
</TR>
</TABLE>

<P ALIGN=CENTER><FONT SIZE=1><B>3040 Science Park Road<BR>
San Diego, CA 92121<BR>
(858) 410-5200</B><BR>
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)</FONT></P>

<P ALIGN=CENTER><B>2001 STOCK OPTION PLAN OF ALLIANCE PHARMACEUTICAL CORP.<BR>
EMPLOYEES' 401(k) PLAN OF ALLIANCE PHARMACEUTICAL CORP.</B><BR>
<FONT SIZE=1>(Full title of the plan)</FONT></P>

<P ALIGN=CENTER><B>DUANE J. ROTH</B><BR>
Chief Executive Officer<BR>
Alliance Pharmaceutical Corp.<BR>
3040 Science Park Road<BR>
San Diego, CA 92121<BR>
(858)410-5200<BR>
<FONT SIZE=1>(Name, address, including zip code, and telephone number, of agent for service of process)</FONT></P>

<P ALIGN=CENTER><B>Copy to:</B><BR>
Melvin Epstein, Esq.<BR>
Stroock &amp; Stroock &amp; Lavan LLP<BR>
180 Maiden Lane<BR>
New York, NY 10038</P>

<P ALIGN=CENTER><B>CALCULATION OF REGISTRATION FEE</B></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
<TD> </TD>
</TR>
</TABLE>

<PRE><FONT SIZE=1>
 Title of Shares to be                                 Proposed Maximum Aggregate    Proposed Maximum Aggregate         Amount of
       Registered          Amount to be Registered         Price Per Unit (1)              Offering Price           Registration Fee
------------------------- --------------------------- ----------------------------- ----------------------------- ----------------------
 Common Stock, $.01 par
         value.              2,024,063 shares (2)           $2.638 per share                 $5,339,478                  $1,335
------------------------- --------------------------- ----------------------------- ----------------------------- ----------------------
</FONT></PRE>

<P>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) of the Securities Act of 1933, as amended, based on the
average of the high and low prices of the common stock on the Nasdaq National
Market on March 12, 2001.</P>

<P>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Represents 2,000,000 shares of common stock being registered for issuance under
the 2001 Stock Option Plan and 24,063 shares of common stock being registered
for issuance under the Employees' 401(k) Plan. Pursuant to Rule 416(a)
under the Securities Act of 1933, this Registration Statement also covers an
indeterminate number of shares of common stock which may be issued by reason of
stock splits, stock dividends or similar transactions.</P>

<PAGE>

<P><B>PART I</B></P>

<P ALIGN=CENTER><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The documents containing the information specified in Part I of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See Rule
428(a)(1) under the Securities Act.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Registration Statement covers 2,000,000 shares of Alliance Pharmaceutical
Corp. (the "Registrant") Common Stock, $.01 par value per share to be issued
pursuant to the Registrant's 2001 Stock Option Plan and 24,063 shares of Common
Stock, $.01 par value per share, of the Registrant (plus any additional shares
of Common Stock that may be issued by reason of stock splits, stock dividends or
similar transactions) reserved for issuance under the Employees' 401(k) Plan of
the Registrant.</P>
<BR>

<P><B>PART II</B></P>

<P ALIGN=CENTER><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>

<P><B>Item 3. <U>Incorporation of Documents by Reference</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 2000;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant's
Quarterly Reports on Form 10-Q for the quarterly periods ended September 30,
2000 and December 31, 2000;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All other reports
filed by the Registrant pursuant to Sections 13(a) and 15(d) of the Exchange Act
since the fiscal year covered by the annual report referred to in (a) above;
and</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The description of
the Registrant's Common Stock, $.01 par value per share, which is contained in
the Registrant's Registration Statement on Form&#160;8-A, declared effective
October 25, 1984, filed with the Commission to register such Common Stock
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.</P>

<P><B>Item 4. <U>Description of Securities</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P><B>Item 5. <U>Interests of Named Experts and Counsel</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P><B>Item 6. <U>Indemnification of Directors and Officers</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Certificate of Incorporation and By-laws of the Registrant provide for the
Registrant to indemnify its officers, directors and employees to the fullest
extent permitted by the New York Corporation Law against certain liabilities and
expenses.</P>

<P><B>Item 7. <U>Exemption From Registration Claimed</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P><B>Item 8. <U>Exhibits</U>.</B></P>

<PRE><FONT SIZE=1>
        Exhibit
        Number            Description
        ------            -----------

        4.2               Form of Common Stock Certificate (incorporated by reference to Exhibit 4 of the
                          Registrant's Form S-2 dated April 19, 1989).

        5                 Opinion of Stroock &amp; Stroock &amp; Lavan LLP.

        23.1              Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5 hereto).

        23.2              Consent of Ernst &amp; Young LLP, Independent Auditors.

        24                Power of Attorney (included as part of the signature page of this Registration Statement).
</FONT></PRE>

<P><B>Item 9. <U>Undertakings</U>.</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post- effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
</TD>
</TR>
</TABLE>

<P><I>provided, however</I>, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
<I>bona fide</I> offering thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.</P>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
<I>bona fide</I> offering thereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.</P>

<PAGE>

<P ALIGN=CENTER><B>SIGNATURES</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 March 12,
2001.</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=60%>&nbsp;</TD>
<TD WIDTH=40%>
<B>ALLIANCE PHARMACEUTICAL CORP.</B><BR>
(Registrant)<BR>
<BR>
By: <U>/s/ Theodore D. Roth
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Theodore D. Roth<BR>
President and Chief Operating Officer
</TD>
</TR>
</TABLE>

<P ALIGN=CENTER><B>POWER OF ATTORNEY</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Duane J. Roth and Theodore D. Roth, or either of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, agent,
or their substitutes may lawfully do or cause to be done by virtue hereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.</B></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=CENTER><B><U>Signature</U></B></TD>
<TD WIDTH=30% ALIGN=CENTER><B><U>Title</U></B></TD>
<TD WIDTH=30% ALIGN=CENTER><B><U>Date</U></B></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/  Duane J. Roth&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Duane J. Roth
</TD>
<TD WIDTH=30%>Chairman and Chief Executive Officer</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Theodore D. Roth&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Theodore D. Roth
</TD>
<TD WIDTH=30%>Director, President and Chief Operating Officer</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Tim T. Hart&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Tim T. Hart
</TD>
<TD WIDTH=30%>Chief Financial Officer, Treasurer and Chief Accounting
Officer</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Pedro Cuatrecasas &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Pedro Cuatrecasas, M.D.
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Fred M. Hershenson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Fred M. Hershenson, Ph.D.
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Carroll O. Johnson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Carroll O. Johnson
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Stephen M. McGrath&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Stephen M. McGrath
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Helen M. Ranney&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Helen M. Ranney, M.D.
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Thomas F. Zuck&nbsp; &nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Thomas F. Zuck, M.D.
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Donald E. O'Neill&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Donald E. O'Neill
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>
<U>/s/ Jean G. Riess&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Jean G. Riess, Ph.D.
</TD>
<TD WIDTH=30%>Director</TD>
<TD WIDTH=30% ALIGN=CENTER>March 12, 2001</TD>
</TR>
</TABLE>

<PAGE>

<P ALIGN=RIGHT>EXHIBIT 5</P>
<BR>

<P ALIGN=CENTER>[LETTERHEAD OF STROOCK &amp; STROOCK &amp; LAVAN LLP]</P>
<BR>

<P>March 12, 2001<BR>
Alliance Pharmaceutical Corp.<BR>
3040 Science Park Road<BR>
San Diego, CA 92121</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>Re:</TD>
<TD WIDTH=95%>
Alliance Pharmaceutical Corp.<BR>
<U>Registration Statement on Form S-8</U>
</TR>
</TABLE>

<P>Ladies and Gentlemen:</P>

<P>We have acted as counsel to you (the "Company") in connection with the
preparation and filing of the above-captioned Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), covering 2,000,000 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), issuable pursuant to the 2001 Stock Option Plan
of Alliance Pharmaceutical Corp. (the "Stock Option Plan") and 24,063 shares of
Common Stock issuable under the Employees' 401(k) Plan of Alliance
Pharmaceutical Corp. (the "401K Plan"; the 401K Plan and the Stock Option Plan
are collectively referred to herein as the "Plans").</P>

<P>We have examined copies of the Certificate of Incorporation and By-laws of
the Company, each as amended to date, the Plan, the minutes of various meetings
of the Board of Directors of the Company and the original, photostatic or
certified copies of all such records of the Company, and all such agreements,
certificates of public officials, certificates of officers and representatives
of the Company or others, and such other documents, papers, statutes and
authorities as we deemed necessary to form the basis of the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of signatures
and the conformity to original documents of the documents supplied to us as
copies. As to various questions of fact material to such opinions, we have
relied upon statements and certificates of officers of the Company and
others.</P>

<P>Based upon the foregoing, we are of the opinion that all of the shares
covered by the Registration Statement have been duly authorized and, when issued
in accordance with the terms of the Plans, will be validly issued, fully paid
and nonassessable.</P>

<P>We hereby consent to your filing a copy of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.</P>

<P>Very truly yours,</P>
<BR>

<P>/s/STROOCK &amp; STROOCK &amp; LAVAN LLP</P>

<PAGE>

<P ALIGN=RIGHT>EXHIBIT 23.2</P>

<P ALIGN=CENTER><B>CONSENT OF ERNST &amp; YOUNG LLP, INDEPENDENT AUDITORS</B></P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 2001 Stock Option Plan of Alliance Pharmaceutical Corp.
and the Employees' 401(K) Plan of Alliance Pharmaceutical Corp. of our report
dated August 1, 2000, with respect to the consolidated financial statements of
Alliance Pharmaceutical Corp. included in its Annual Report (Form 10-K) for the
year ended June 30, 2000, filed with the Securities and Exchange Commission.</P>
<BR>

<P ALIGN=RIGHT>/s/ ERNST &amp; YOUNG LLP</P>
<BR>

<P>San Diego, California<BR>
March 09, 2001</P>

</BODY>
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{"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": "333-57000", "film-number": "1567893"}, "business-address": {"street1": "6175 LUSK BLVD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8584105200"}, "mail-address": {"street1": "617 LUSK BLVD", "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"}]}
FORM S-8
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, NY 10038-4982
Phone 212-806-5400
Fax 212-806-6006
March 14, 2001
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Re:
Alliance Pharmaceutical Corp. on Form S-8
Ladies and Gentlemen:
On behalf of Alliance Pharmaceutical Corp. (the "Company"), transmitted
herewith for filing pursuant to the Securities Act of 1933, as amended, is the
Company's Registration Statement on Form S-8. Please deduct the
registration fee for the Registration Statement on Form S-8 from the
Company's account with you.
If you have any questions concerning this matter or the transmitted
materials, please do not hesitate to call the undersigned at (212) 806-6418.
Please acknowledge receipt of this transmission by notifying the person
indicated in the "Notify" line in the submission header of the
above-referenced filing.
Very truly yours,
/s/ Joseph Z. Hellerstein
Joseph Z. Hellerstein
As filed with the Securities and Exchange Commission on March
14, 2001
Registration Statement No. 333-__________
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
(State or other jurisdiction
of incorporation or organization)
14-1644018
(I.R.S. Employer
Identification Number)
3040 Science Park Road
San Diego, CA 92121
(858) 410-5200
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
2001 STOCK OPTION PLAN OF ALLIANCE PHARMACEUTICAL CORP.
EMPLOYEES' 401(k) PLAN OF ALLIANCE PHARMACEUTICAL CORP.
(Full title of the plan)
DUANE J. ROTH
Chief Executive Officer
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, CA 92121
(858)410-5200
(Name, address, including zip code, and telephone number, of agent for service of process)
Copy to:
Melvin Epstein, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, NY 10038
CALCULATION OF REGISTRATION FEE
Title of Shares to be                                 Proposed Maximum Aggregate    Proposed Maximum Aggregate         Amount of
       Registered          Amount to be Registered         Price Per Unit (1)              Offering Price           Registration Fee
------------------------- --------------------------- ----------------------------- ----------------------------- ----------------------
 Common Stock, $.01 par
         value.              2,024,063 shares (2)           $2.638 per share                 $5,339,478                  $1,335
------------------------- --------------------------- ----------------------------- ----------------------------- ----------------------
(1)          
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) of the Securities Act of 1933, as amended, based on the
average of the high and low prices of the common stock on the Nasdaq National
Market on March 12, 2001.
(2)          
Represents 2,000,000 shares of common stock being registered for issuance under
the 2001 Stock Option Plan and 24,063 shares of common stock being registered
for issuance under the Employees' 401(k) Plan. Pursuant to Rule 416(a)
under the Securities Act of 1933, this Registration Statement also covers an
indeterminate number of shares of common stock which may be issued by reason of
stock splits, stock dividends or similar transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in the Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act. See Rule
428(a)(1) under the Securities Act.
This Registration Statement covers 2,000,000 shares of Alliance Pharmaceutical
Corp. (the "Registrant") Common Stock, $.01 par value per share to be issued
pursuant to the Registrant's 2001 Stock Option Plan and 24,063 shares of Common
Stock, $.01 par value per share, of the Registrant (plus any additional shares
of Common Stock that may be issued by reason of stock splits, stock dividends or
similar transactions) reserved for issuance under the Employees' 401(k) Plan of
the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a)
           The Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 2000;
(b)
           The Registrant's
Quarterly Reports on Form 10-Q for the quarterly periods ended September 30,
2000 and December 31, 2000;
(c)
           All other reports
filed by the Registrant pursuant to Sections 13(a) and 15(d) of the Exchange Act
since the fiscal year covered by the annual report referred to in (a) above;
and
(d)
           The description of
the Registrant's Common Stock, $.01 par value per share, which is contained in
the Registrant's Registration Statement on Form 8-A, declared effective
October 25, 1984, filed with the Commission to register such Common Stock
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4.
Description of Securities
.
Not
applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not
applicable.
Item 6.
Indemnification of Directors and Officers
.
The Certificate of Incorporation and By-laws of the Registrant provide for the
Registrant to indemnify its officers, directors and employees to the fullest
extent permitted by the New York Corporation Law against certain liabilities and
expenses.
Item 7.
Exemption From Registration Claimed
.
Not
applicable.
Item 8.
Exhibits
.
Exhibit
        Number            Description
        ------            -----------

        4.2               Form of Common Stock Certificate (incorporated by reference to Exhibit 4 of the
                          Registrant's Form S-2 dated April 19, 1989).

        5                 Opinion of Stroock & Stroock & Lavan LLP.

        23.1              Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5 hereto).

        23.2              Consent of Ernst & Young LLP, Independent Auditors.

        24                Power of Attorney (included as part of the signature page of this Registration Statement).
Item 9.
Undertakings
.
The undersigned Registrant hereby undertakes:
(1)
           To file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:
(i)
         To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
         
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post- effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(iii)
         
To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
provided, however
, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2)
          
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
          
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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 March 12,
2001.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
By:
/s/ Theodore D. Roth
Theodore D. Roth
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Duane J. Roth and Theodore D. Roth, or either of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, agent,
or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
Title
Date
/s/  Duane J. Roth
Duane J. Roth
Chairman and Chief Executive Officer
March 12, 2001
/s/ Theodore D. Roth
Theodore D. Roth
Director, President and Chief Operating Officer
March 12, 2001
/s/ Tim T. Hart
Tim T. Hart
Chief Financial Officer, Treasurer and Chief Accounting
Officer
March 12, 2001
/s/ Pedro Cuatrecasas
Pedro Cuatrecasas, M.D.
Director
March 12, 2001
/s/ Fred M. Hershenson
Fred M. Hershenson, Ph.D.
Director
March 12, 2001
/s/ Carroll O. Johnson
Carroll O. Johnson
Director
March 12, 2001
/s/ Stephen M. McGrath
Stephen M. McGrath
Director
March 12, 2001
/s/ Helen M. Ranney
Helen M. Ranney, M.D.
Director
March 12, 2001
/s/ Thomas F. Zuck
Thomas F. Zuck, M.D.
Director
March 12, 2001
/s/ Donald E. O'Neill
Donald E. O'Neill
Director
March 12, 2001
/s/ Jean G. Riess
Jean G. Riess, Ph.D.
Director
March 12, 2001
EXHIBIT 5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN LLP]
March 12, 2001
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, CA 92121
Re:
Alliance Pharmaceutical Corp.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you (the "Company") in connection with the
preparation and filing of the above-captioned Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), covering 2,000,000 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), issuable pursuant to the 2001 Stock Option Plan
of Alliance Pharmaceutical Corp. (the "Stock Option Plan") and 24,063 shares of
Common Stock issuable under the Employees' 401(k) Plan of Alliance
Pharmaceutical Corp. (the "401K Plan"; the 401K Plan and the Stock Option Plan
are collectively referred to herein as the "Plans").
We have examined copies of the Certificate of Incorporation and By-laws of
the Company, each as amended to date, the Plan, the minutes of various meetings
of the Board of Directors of the Company and the original, photostatic or
certified copies of all such records of the Company, and all such agreements,
certificates of public officials, certificates of officers and representatives
of the Company or others, and such other documents, papers, statutes and
authorities as we deemed necessary to form the basis of the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of signatures
and the conformity to original documents of the documents supplied to us as
copies. As to various questions of fact material to such opinions, we have
relied upon statements and certificates of officers of the Company and
others.
Based upon the foregoing, we are of the opinion that all of the shares
covered by the Registration Statement have been duly authorized and, when issued
in accordance with the terms of the Plans, will be validly issued, fully paid
and nonassessable.
We hereby consent to your filing a copy of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/STROOCK & STROOCK & LAVAN LLP
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 2001 Stock Option Plan of Alliance Pharmaceutical Corp.
and the Employees' 401(K) Plan of Alliance Pharmaceutical Corp. of our report
dated August 1, 2000, with respect to the consolidated financial statements of
Alliance Pharmaceutical Corp. included in its Annual Report (Form 10-K) for the
year ended June 30, 2000, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
March 09, 2001