FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Brickell Bay Acquisition Corp.

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/18/2009 

3. Issuer Name and Ticker or Trading Symbol

ALLION HEALTHCARE INC [ALLI]

(Last)        (First)        (Middle)

1001 BRICKELL BAY DRIVE, 27TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

MIAMI, FL 33131       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   0   I   See footnotes   (1) (2) (3) (4) (5) (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This Form 3 is being filed by (i) Brickell Bay Acquisition Corp. ("Parent"), (ii) H.I.G. Healthcare, LLC ("HIG Healthcare"), in its capacity as the sole shareholder of Parent, (iii) H.I.G. Bayside Debt & LBO Fund II, L.P. ("Fund II"), in its capacity as the manager and sole member of HIG Healthcare, (iv) H.I.G. Bayside Advisors II, LLC ("Advisors II"), in its capacity as the general partner of Fund II, (v) H.I.G.-GPII, Inc. ("GPII"), in its capacity as the manager of Advisors II, and (vi) by Sami W. Mnaymneh ("Mnaymneh") and Anthony A. Tamer ("Tamer"), in their capacity as co-presidents, directors and sole shareholders of GP II.
( 2)  Each of Parent, HIG Healthcare, Fund II, Advisors II, GPII, Mnaymneh and Tamer may be referred to individually as "Reporting Person" and collectively as the "Reporting Persons."
( 3)  Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.
( 4)  On October 18, 2009, Brickell Bay Merger Corp. ("Merger Sub"), Parent and Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"). In connection with the Merger Agreement, Parent entered into voting agreements with certain stockholders of the Issuer holding in the aggregate approximately 41.1% of the Issuer's issued and outstanding Common Stock (the "Stockholders").
( 5)  Pursuant to the voting agreements, each Stockholder irrevocably appointed Parent as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote such Stockholder's Common Stock in favor of the Merger and for other matters described in the voting agreement. As a result of being granted the proxies of, and appointed as attorney-in-fact for, the Stockholders, Parent may be deemed to have acquired beneficial ownership of 11,795,364 shares of Common Stock, representing the shares of Common Stock subject to voting agreements as of October 18, 2009. Parent has no pecuriary interest in such shares and expressly disclaims beneficial ownership of such shares.
( 6)  As a result of their direct or indirect relationship to Parent, the other Reporting Persons may also be deemed to have acquired indirect beneficial ownership of such shares of Common Stock. The other Reporting Persons have no pecuriary interest in such shares and expressly disclaim beneficial ownership of such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brickell Bay Acquisition Corp.
1001 BRICKELL BAY DRIVE
27TH FLOOR
MIAMI, FL 33131
X

H.I.G. Bayside Advisors II, L.L.C.
1001 BRICKELL BAY DRIVE
27TH FLOOR
MIAMI, FL 33131
X

HIG BAYSIDE DEBT & LBO FUND II LP
1001 BRICKELL BAY DRIVE
27TH FLOOR
MIAMI, FL 33131
X

HIG GP II INC
1001 BRICKELL BAY DRIVE
27TH FLOOR
MIAMI, FL 33131
X

H.I.G. Healthcare, L.L.C.
1001 BRICKELL BAY DRIVE
27TH FLOOR
MIAMI, FL 33131
X

MNAYMNEH SAMI
1001 BRICKELL BAY DRIVE
27TH FLOOR
MIAMI, FL 33131
X

TAMER ANTHONY
1001 BRICKELL BAY DRIVE
27TH FLOOR
MIAMI, FL 33131
X


Signatures
/s/ Brickell Bay Acquisition Corp., by Brian D. Schwartz, its President 10/28/2009
** Signature of Reporting Person Date

H.I.G. Healthcare, LLC, by H.I.G. Bayside Debt & LBO Fund II, L.P., its Manager, by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard H. Siegel, its Vice President and General Counsel 10/28/2009
** Signature of Reporting Person Date

H.I.G. Bayside Debt & LBO Fund II, L.P., by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard H. Siegel, its Vice President and General Counsel 10/28/2009
** Signature of Reporting Person Date

H.I.G.-GPII, Inc., by Richard H. Siegel, its Vice President and General Counsel 10/28/2009
** Signature of Reporting Person Date

H.I.G. Healthcare, LLC, by H.I.G. Bayside Debt & LBO Fund II, L.P., its Manager, by H.I.G. Bayside Advisors II, LLC, its General Partner, by H.I.G.-GPII, Inc., its Manager, by Richard H. Siegel, its Vice President and General Counsel 10/28/2009
** Signature of Reporting Person Date

Sami W. Myanmneh 10/28/2009
** Signature of Reporting Person Date

Anthony A. Tamer 10/28/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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