AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 10, 1996
                                          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)

                             1991 STOCK OPTION PLAN
                            (Full title of the plan)
                    (Formerly known as the 1991 NON-QUALIFIED
                              STOCK OPTION PROGRAM)

                                  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,      1,200,000          $18.00 per  
 $.01 par value.     shares             share      $21,600,000  $7,449.00

         (1)      Estimated solely for the purposes of calculating the
                  registration fee pursuant to Rule 457(h) on the basis of the
                  last reported sale price of the Common Stock on the NASDAQ
                  National Market System on May 9, 1996.


         This Registration Statement on Form S-8 of Alliance Pharmaceutical
Corp., a New York corporation (the "Company"), covers 1,200,000 shares of Common
Stock, par value $.01 per share, of the Company reserved for issuance under the
Company's 1991 Stock Option Plan. 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 June 2, 1995 (Registration No.
33-59867) 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 May 10, 1996.

                                             ALLIANCE PHARMACEUTICAL CORP.
                                                   (Registrant)


Date: May 10, 1996                         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 May 10, 1996.



/S/DUANE J. ROTH                 President, Chief Executive
 Duane J. Roth                   Officer and a Director         May 10, 1996
(Chief Executive Officer)


 /S/THEODORE D. ROTH            Executive Vice President
 Theodore D. Roth               and Chief Financial Officer     May 10, 1996
 (Chief Financial Officer)


   /S/TIM T. HART               Treasurer and Comptroller       May 10, 1996
   Tim T. Hart
  (Chief Accounting Officer)


  CARROLL O. JOHNSON*                  Director                 May 10, 1996
  Carroll O. Johnson


STEPHEN M. MCGRATH*                   Director                  May 10, 1996
 Stephen M. McGrath


 DONALD E. O'NEILL*                   Director                  May 10, 1996
 Donald E. O'Neill


 DR. HELEN M. RANNEY*                 Director                   May 10, 1996
 Dr. Helen M. Ranney

DR. JEAN G. RIESS*                    Director                   May 10, 1996
      Dr. Jean G. Riess


 DR. THOMAS F. ZUCK*                  Director                   May 10, 1996
      Dr. Thomas F. Zuck

*By:  /s/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.

                                                 EXHIBIT   5

<PAGE>

                    [LETTERHEAD OF STROOCK & STROOCK & LAVAN]

May 10, 1996


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 1,200,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"). The Shares are issuable pursuant to the Company's 1991
Stock Option Plan (the "Plan").

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 Plan, 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


<PAGE>
                                     EXHIBIT 23.2
<PAGE>

                                     EXHIBIT 23.3
<PAGE>

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Alliance Pharmaceutical Corp. on Form S-8 of our report dated July 27, 1993,
appearing in the annual report on Form 10-K of Alliance Pharmaceutical Corp.
(the "Company") for the year ended June 30, 1995.


/s/ DELOITTE & TOUCHE LLP

New York, New York
May 6, 1996


<PAGE>


CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1991 Stock Option Plan of Alliance Pharmaceutical Corp.
of our report dated July 26, 1995, 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, 1995 filed with the Securities
and Exchange Commission.


/s/ ERNST & YOUNG LLP

San Diego, California
May 6, 1996


<PAGE>
                                                              EXHIBIT 24

<PAGE>

                                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 a Registration Statement on Form S-8 (or an
amendment to a previously filed Registration Statement on Form S-8) or such
other form as counsel to Alliance Pharmaceutical Corp. (the "Corporation") may
recommend in connection with the registration of 1,200,000 shares of common
stock of the Corporation which may be issued to directors, officers, employees
and consultants of the Corporation, pursuant to the 1991 Stock Option Plan of
the Corporation as approved at the annual meeting of shareholders held on
November 16, 1995, and 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.

               IN WITNESS WHEREOF, each of the undersigned has caused this power
of attorney to be executed as of the date set forth beside their name.


    /S/ CARROLL O. JOHNSON                        Director     May 10, 1996
        Carroll O. Johnson


    /S/ STEPHEN M. MCGRATH                        Director     May 10, 1996
        Stephen M. McGrath


    /S/ HELEN M. RANNEY                           Director     May 10, 1996
    Helen M. Ranney, M.D.


    /S/ DONALD E. O'NEILL                         Director     May 10, 1996
        Donald E. O'Neill


    /S/ JEAN RIESS, PH.D.                         Director     May 10, 1996
      Jean Riess, Ph.D.


    /S/ THOMAS F. ZUCK, M.D.                      Director     May 10, 1996
      Thomas F. Zuck, M.D.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11507}]
{"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": "333-03537", "film-number": "96560245"}, "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 May 10, 1996
                                          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)

                             1991 STOCK OPTION PLAN
                            (Full title of the plan)
                    (Formerly known as the 1991 NON-QUALIFIED
                              STOCK OPTION PROGRAM)

                                  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,      1,200,000          $18.00 per  
 $.01 par value.     shares             share      $21,600,000  $7,449.00

         (1)      Estimated solely for the purposes of calculating the
                  registration fee pursuant to Rule 457(h) on the basis of the
                  last reported sale price of the Common Stock on the NASDAQ
                  National Market System on May 9, 1996.

         This Registration Statement on Form S-8 of Alliance Pharmaceutical
Corp., a New York corporation (the "Company"), covers 1,200,000 shares of Common
Stock, par value $.01 per share, of the Company reserved for issuance under the
Company's 1991 Stock Option Plan. 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 June 2, 1995 (Registration No.
33-59867) 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 May 10, 1996.

                                             ALLIANCE PHARMACEUTICAL CORP.
                                                   (Registrant)

Date: May 10, 1996                         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 May 10, 1996.

/S/DUANE J. ROTH                 President, Chief Executive
 Duane J. Roth                   Officer and a Director         May 10, 1996
(Chief Executive Officer)

 /S/THEODORE D. ROTH            Executive Vice President
 Theodore D. Roth               and Chief Financial Officer     May 10, 1996
 (Chief Financial Officer)

   /S/TIM T. HART               Treasurer and Comptroller       May 10, 1996
   Tim T. Hart
  (Chief Accounting Officer)

  CARROLL O. JOHNSON*                  Director                 May 10, 1996
  Carroll O. Johnson

STEPHEN M. MCGRATH*                   Director                  May 10, 1996
 Stephen M. McGrath

 DONALD E. O'NEILL*                   Director                  May 10, 1996
 Donald E. O'Neill

 DR. HELEN M. RANNEY*                 Director                   May 10, 1996
 Dr. Helen M. Ranney

DR. JEAN G. RIESS*                    Director                   May 10, 1996
      Dr. Jean G. Riess

 DR. THOMAS F. ZUCK*                  Director                   May 10, 1996
      Dr. Thomas F. Zuck

*By:  /s/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.

                                                 EXHIBIT   5
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]

May 10, 1996

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 1,200,000 shares of the Company's Common Stock, par value $.01
per share (the "Shares"). The Shares are issuable pursuant to the Company's 1991
Stock Option Plan (the "Plan").

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 Plan, 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
EXHIBIT 23.2
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Alliance Pharmaceutical Corp. on Form S-8 of our report dated July 27, 1993,
appearing in the annual report on Form 10-K of Alliance Pharmaceutical Corp.
(the "Company") for the year ended June 30, 1995.

/s/ DELOITTE & TOUCHE LLP

New York, New York
May 6, 1996
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1991 Stock Option Plan of Alliance Pharmaceutical Corp.
of our report dated July 26, 1995, 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, 1995 filed with the Securities
and Exchange Commission.

/s/ ERNST & YOUNG LLP

San Diego, California
May 6, 1996
EXHIBIT 24
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 a Registration Statement on Form S-8 (or an
amendment to a previously filed Registration Statement on Form S-8) or such
other form as counsel to Alliance Pharmaceutical Corp. (the "Corporation") may
recommend in connection with the registration of 1,200,000 shares of common
stock of the Corporation which may be issued to directors, officers, employees
and consultants of the Corporation, pursuant to the 1991 Stock Option Plan of
the Corporation as approved at the annual meeting of shareholders held on
November 16, 1995, and 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.

               IN WITNESS WHEREOF, each of the undersigned has caused this power
of attorney to be executed as of the date set forth beside their name.

    /S/ CARROLL O. JOHNSON                        Director     May 10, 1996
        Carroll O. Johnson

    /S/ STEPHEN M. MCGRATH                        Director     May 10, 1996
        Stephen M. McGrath

    /S/ HELEN M. RANNEY                           Director     May 10, 1996
    Helen M. Ranney, M.D.

    /S/ DONALD E. O'NEILL                         Director     May 10, 1996
        Donald E. O'Neill

    /S/ JEAN RIESS, PH.D.                         Director     May 10, 1996
      Jean Riess, Ph.D.

    /S/ THOMAS F. ZUCK, M.D.                      Director     May 10, 1996
      Thomas F. Zuck, M.D.