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VIA EDGAR & FACSIMILE

October 27, 2004

Jeffrey Riedler

Assistant Director

Division of Corporation Finance

United States Securities and Exchange
Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:          InSight
Health Services Holdings Corp.

                Annual
Report on Form 10-K for the Year Ended 6/30/04

                File
Number 333-75984-12

Dear Mr. Riedler:

This letter is in response to the comments of
the Staff (the “Staff”) of the Securities and
Exchange Commission (the “SEC”) set out
in your October 14, 2004 letter.  The
numbers below correspond to the comment numbers set forth in your letter.

1.                                      Please
address the following comments by amending your Form 10-K for the fiscal year
ended 6/30/04.

In accordance with our counsel’s discussion
with Sasha Parikh of the Staff, we will amend our Form 10-K after the Staff
approves the proposed changes to the Form 10-K set forth below.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
22

2.                                      We
noted your response to our comment 55 and we reissue our comment in part.  Please expand your disclosure in
Management’s Discussion and Analysis to include the following:

•                  State
the steps you take in collecting accounts receivable.  Disclose your policy with respect to
determining when a receivable is recorded as a bad debt and ultimately written
off.

•                  Disclose
in comparative tabular format, your accounts receivable payor mix
concentrations.

•                  Discuss
the steps you take in determining the adequacy of your reserves (i.e.,
allowance look back analysis, cash-to charge ratios, etc.).

Mr. Jeffrey Riedler

Page 2

October 27, 2004

In response to the first and third bullet
points in this comment, the Registrant will include the following disclosure in
the Amendment No. 1 to the Form 10-K (the “Form 10-K/A”)  under the subsection “Revenues” of Management’s
Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) (the bold and highlighted language represents new text):

“Revenues

We receive revenues by providing services to patients,
hospitals and other healthcare providers.
Our patient services revenues are billed, on a fee-for-service basis,
directly to patients or third-party payors such as managed care organizations,
Medicare, Medicaid, commercial insurance carriers and worker’s compensation
funds (collectively, “payors”).  Our collection policy is to obtain all required
insurance information at the time a procedure is scheduled, and to submit an
invoice to the payor immediately after a procedure is completed.  Most third-party
payors require pre-authorization before an MRI or PET procedure is performed on
a patient. Patient services revenues also includes balances due
from patients, which are generally collected at the time the procedure is
performed.  Our charge for a procedure is
primarily comprised of charges for both the technical and professional
components of the service.  Patient
services revenues are presented net of (1) related contractual adjustments,
which represent the difference between our charge for a procedure and what we
will ultimately receive from payors, and (2) payments due to radiologists for
interpreting the results of the diagnostic imaging procedures.  Our billing system does
not generate contractual adjustments.
Contractual adjustments are manual estimates based upon an analysis of
(i) historical experience of contractual payments from payors and (ii) the
outstanding accounts receivables from payors.
Contractual adjustments are written off against their corresponding
asset account at the time a payment is received from a payor, with a reduction
to the allowance for contractual adjustments to the extent such an allowance
was previously recorded.

We refer to our revenues from hospital,
physician groups and other healthcare providers as contract services
revenues.   Contract services revenues
are primarily generated from fee-for-service arrangements, fixed fee contracts
and management fees billed to the hospital, physician group or other healthcare
provider.  Contract
services revenues are generally billed to our customers on a monthly basis.  Contract services revenues are recognized
over the applicable contract period.
Revenues collected in advance are recorded as unearned revenue.

The provision for doubtful accounts related
to revenues is reflected as an operating expense rather than a reduction of
revenues and represents our estimate of amounts that will be uncollectible from
patients, payors, hospitals and other healthcare providers.  The provision for doubtful
accounts includes amounts to be written off with respect to (1) specific
accounts involving customers, which are financially unstable or materially fail
to comply with the payment terms of their contract and (2) other accounts based
on our historical collection experience, including payor mix and the aging of
patient accounts receivables balances. Estimates of uncollectible amounts are
revised each period, and changes are recorded in the period they become known.
Receivables deemed to be uncollectible, either
through a

Mr. Jeffrey Riedler

Page 3

October 27, 2004

customer default on payment terms
or after reasonable collection efforts have been exhausted, are fully written
off against their corresponding asset account, with a reduction to the
allowance for doubtful accounts to the extent such an allowance was previously
recorded.  Our
historical write-offs for uncollectible accounts is not concentrated in a
specific payor class.”

The Registrant will also revise the paragraph
regarding Trade Accounts Receivable under the subsection “Critical Accounting
Policies and Estimates” of the MD&A to read as follows (the bolded and
underlined language is new text):

“Trade
Accounts Receivables: We review our trade accounts
receivables and our estimates of the allowance for doubtful accounts and contractual
adjustments each period. Contractual adjustments
are manual estimates based upon an analysis of (i) historical experience of
contractual payments from payors and (ii) the outstanding accounts receivables
from payors.  Contractual adjustments are
written off against their corresponding asset account at the time a payment is
received from a payor, with a reduction to the allowance for contractual
adjustments to the extent such an allowance was previously recorded.  Estimates of uncollectible amounts are
revised each period, and changes are recorded in the period they become known.  The
provision for doubtful accounts includes amounts to be written off with respect
to (1) specific accounts involving customers, which are financially unstable or
materially fail to comply with the payment terms of their contract and (2)
other accounts based on our historical collection experience, including payor
mix and the aging of patient accounts receivables balances.  Receivables deemed to be uncollectible,
either through a customer default on payment terms or after reasonable
collection efforts have been exhausted, are fully written off against their
corresponding asset account, with a reduction to the allowance for doubtful
accounts to the extent such an allowance was previously recorded.  Our historical write-offs for uncollectible
accounts receivables is not concentrated in a specific payor class.  While we have not in the past experienced
material differences between the amounts we have collected and our estimated allowances,
the amounts we realize in the future could differ materially
from the amounts assumed in arriving at the allowance for doubtful accounts and
contractual adjustments.”

In response to the second bullet point in
this comment, the Registrant believes that further information regarding the
accounts receivable payor mix concentrations would not materially assist
investors in understanding the Registrant’s business.  The Form 10-K already reflects in the third
paragraph under the “Revenues” section of the MD&A that historical
write-offs for uncollectible accounts is not concentrated in a specific payor
class.  Based on background information
provided by Ms. Parikh, the Registrant understands that this comment was
intended in part to focus on the portion of receivables attributable to
self-paying patients which is often significant in the healthcare
industry.  Because diagnostic imaging procedures,
particularly MRI and PET, are some of the more expensive healthcare services,
self-pay patients are not material to the Registrant’s business.  It is the Registrant’s policy to obtain pre-authorization
from third-party payors prior to performing the procedures.  Hospitals and other healthcare providers have
more self-pay patients because they provide a broader spectrum of healthcare
services, which may not require pre-authorization.  Specifically, for the year ended June 30,
2004, self-pay

Mr. Jeffrey Riedler

Page 4

October 27, 2004

patients represented less than 1% of the
Registrant’s consolidated revenues and, as of June 30, 2004, self-pay accounts
receivable represented less than 2% of the Registrant’s gross accounts receivable.

3.                                      We
noted your response to our comment 67 and we reissue our comment in part.  Please specifically state in your
disclosure if your billing system generates contractual adjustments based on
fee schedules for the patient’s insurance plan for each patient encounter or if
an estimate of contractual allowances is made.
If an estimate is made, state what factors are considered in determining
the estimate.  This information is not
clear in your current disclosure.

As discussed in the response to Comment 2
above, the Registrant intends to include the following disclosure in the
MD&A section of the Form 10-K/A:

“Our billing system does not generate
contractual adjustments.  Contractual
adjustments are manual estimates based upon an analysis of (i) historical
experience of contractual payments from payors and (ii) the outstanding
accounts receivables from payors.
Contractual adjustments are written off against their corresponding
asset account at the time a payment is received from a payor, with a reduction
to the allowance for contractual adjustments to the extent such an allowance
was previously recorded.”

4.                                      We note
that you present Adjusted EBITDA.  It is
unclear that your disclosure complies with Item 10 of Regulation S-K.  In this regard, please address the following:

•                  Include
a presentation of the most directly comparable financial measure or
measures.  It appears that cash flow from
operations, investing and financing activities should be disclosed.

•                  Reconcile
Adjusted EBITDA to Cash Flows from Operations instead of net income as it is
not appropriate to reconcile a liquidity measure to net income.

•                  Clarify
why you do not believe that the adjustment of “Acquisition related compensation
charge” represents a recurring charge that would be prohibited under Item
10.  Also, tell us if this adjustment is specifically
discussed in your debt covenants.

•                  It
appears that the presentation of Adjusted EBITDA within results of operations
is not appropriate.  Further the
discussion of Adjusted EBITDA should not replace a discussion of net income.

The Registrant will include in the Form
10-K/A a revised MD&A with: (i) a table showing cash flows from operations,
investing and financing, and (ii) a reconciliation of Adjusted EBITDA to net
cash provided by operating activities instead of net income.

The Registrant believes that the “acquisition
related compensation charge” is not a recurring charge because it relates
solely to the Registrant’s acquisition of its predecessor, which resulted

Mr. Jeffrey Riedler

Page 5

October 27, 2004

in the cancellation of all outstanding common
stock, options and warrants of the predecessor, and the predecessor became  a wholly owned subsidiary of a company without
any publicly traded equity.  Since
October 2001, the Registrant has not had any similar charges and at this time
does not expect to incur any similar charges within the next two years.  This charge is not specifically addressed in
the Registrant’s debt covenants, but the terms of the covenants recognize the
unique nature of the charge and treat it as an “extraordinary event” and add the
charge back into the calculations of the Registrant’s ratio covenants.

The Registrant will remove the presentation
of Adjusted EBITDA from within the “Results of Operations” subsection and
present such information in the “Liquidity and Capital Resources”
subsection.  The Registrant intends to
revise the Liquidity and Capital Resources subsection to include the following:

“Set forth below is historical cash flow data
for us and our predecessor, InSight, for the periods indicated. The cash flows
for the year ended June 30, 2002 have been derived by combining our results
of operations for the year ended June 30, 2002 with the cash flows of
InSight from July 1, 2001 to October 17, 2001, the date we acquired
InSight. These combined cash flows have been prepared for comparative purposes
only and do not purport to be indicative of what cash flows would have been if
we had owned InSight for the entire year ended June 30, 2002.  Our
operations after the Acquisition are substantially consistent with the
operations of InSight prior to the Acquisition.  In addition, we have no
operations other than our investment in InSight.  As such, InSight is
considered our predecessor in accordance with Regulation S-X.

  Years Ended June 30,

  2004

  2003

  2002

  (Amounts in Thousands)

  Cash Flow Data:

  Net cash provided by operating activities

  $

  60,120

  $

  61,756

  $

  54,421

  Net cash used in investing activities

  (142,250

  )

  (102,705

  )

  (243,155

  )

  Net cash provided by (used in) financing activities

  92,988

  42,720

  191,692

The following table sets forth our earnings
before interest, taxes, depreciation and amortization excluding the acquisition
related compensation charge, or Adjusted EBITDA, for the years ended June 30,
2004, 2003 and 2002.  Adjusted EBITDA has
been included because we believe that it is a useful tool for us and our
investors to measure our ability to meet debt service, capital expenditure and
working capital requirements.  We have excluded the “acquisition related
compensation charge” from EBITDA as it relates solely to our acquisition of
InSight, our predecessor, which resulted in the cancellation of all outstanding
common stock, options and warrants of InSight, and InSight became a wholly
owned subsidiary of a company without any publicly traded equity.  We do not expect a similar charge to recur in
the next two years.  Adjusted EBITDA
should not be considered an alternative to, or more meaningful than, net cash
provided by operating activities or other traditional indicators of operating
performance or liquidity determined in accordance with accounting principles
generally accepted in the United States.  While Adjusted EBITDA is used as
a measure of operations and the ability to meet debt service requirements, it
is not necessarily comparable to other similarly titled captions of other
companies due to differences in methods of calculations.  We present the discussion of Adjusted

Mr. Jeffrey Riedler

Page 6

October 27, 2004

EBITDA because covenants in the indenture
governing our senior subordinated notes and the credit agreement relating to
our credit facility contain ratios based on this measure.  Our reconciliation of Adjusted EBITDA to net
cash provided by operating activities is as follows:

  Years Ended June 30,

  2004

  2003

  2002

  (Amounts in thousands)

  Net cash provided by operating activities

  $

  60,120