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VIA EDGAR & FACSIMILE

November 19, 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. (the “Registrant”)

  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 November 4, 2004 letter. The numbers below
correspond to the comment numbers set forth in your letter. The Registrant will
file an Amendment No. 1 to the Form 10-K (the “Form 10-K/A”)
after the Staff approves the proposed changes to the Form 10-K set forth below.
The Form 10-K/A will also include the changes previously set forth in the Registrant’s
response letter dated October 27, 2004.

FORM 10-K

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

1.             Refer to your response to comment 2
and the supplemental information provided regarding self-pay receivables. It appears
that self-pay receivables are material to net income and thus we believe additional
disclosure regarding your accounts receivable for payer classification and related
allowances is important for an investors’ understanding of your business.

The Registrant’s disclosure in the Form 10-K/A will comply with this comment
by including the following table under the subsection “Revenues” of Management’s
Discussion and Analysis of Financial Condition and Results of Operations:

“Our
payor mix based on revenues for the year ended June 30, 2004 and trade accounts
receivables as of June 30, 2004 is as follows:

  Payor

  Percent of Total Revenues

  Percent of Trade

  Accounts Receivables

  Hospital, physician groups, and other healthcare providers (1)

  46

  %

  17

  %

  Managed Care and Insurance

  36

  %

  53

  %

  Medicare/Medicaid

  14

  %

  19

  %

  Workers’ Compensation

  3

  %

  9

  %

  Other, including self-pay patients

  1

  %

  2

  %

(1)          No single
hospital, physician group or other healthcare provider accounted for more than 5%
of our total revenues.”

Note 3. Summary
of Significant Accounting Policies

b. Consolidated
Financial Statements

2.                                      We
noted your response to our comment 6. Please refer to EITF 97-2. Please tell us
the following:

•                  if your interest in the partnership is unilaterally salable or transferable,

•                  do you have exclusive authority with regards to compensation of all employees
of the partnership, and

•                  why the ability to jointly approve contracts in excess of $60,000 annually
is not an operating factor that would preclude consolidation.

Transferability
of Interest. Neither the Registrant nor the other partner
can transfer or sell its interest in the partnership without the consent of the
other party. While the Registrant recognizes that EITF 97-2, Issue 1, Item 5, states
that a financial interest must be unilaterally salable or transferable, EITF 97-2
is not specific to the circumstances of this partnership because this partnership
is not a physician practice and the Registrant is not a physician practice manager.
The interest in this partnership does not arise from a contractual management agreement
(or any other arrangement) for the Registrant or the partnership to manage the operations
of the other partner. Rather, the interest arises from a partnership agreement in
which the Registrant is designated as the managing general partner. Transferability
restrictions are common in such partnership arrangements. The other partner is simply
an investor in the partnership. Neither the Registrant nor the partnership manages
or has any interest in the other partner. The Registrant therefore believes that
the guidance of EITF 97-2 in its entirety, and at a minimum with respect to this
criterion, is inapplicable because the circumstances are not similar to a physician
practice manager. The Registrant believes that the guidance in EITF 96-16 is more
instructive on this point. EITF 96-16, which distinguishes between participatory
and protective rights, provides that the issuance or repurchase of equity interests
is merely a protective right given to equity holders which is not inconsistent with
consolidation.

2

Employee Compensation.
The Registrant has exclusive control with respect to employment matters and can
set compensation for all employees at any level it reasonably determines.

Contract Approval.
The Registrant believes the ability to jointly approve contracts in excess of $60,000
annually is not an operating factor that should preclude consolidation because if
necessary, the Registrant could unilaterally restructure contracts in excess of
this amount so that they do not exceed the $60,000 threshold. The only contracts
that fit into this category are equipment leases, equipment maintenance contracts
and the facility lease. The Registrant has chosen to structure these agreements
in their current form exceeding the $60,000 threshold in part because its partner
has routinely deferred to the Registrant on these matters. The Registrant has the
authority and discretion under the partnership agreement, without the approval of
its partner, to replace these agreements with individual, short-term contracts (which
are routine in the diagnostic imaging industry) that would not exceed the $60,000
annual limit (e.g. equipment leases and maintenance contracts for periods of 60
days instead of a year or more). In effect, then, the other partner’s joint approval
right is inconsequential regarding these types of agreements. With respect to the
facility lease, the partnership has a long term lease in place that began in 1987
and continues to March 30, 2011, so the Registrant believes this does not impact
its determination to consolidate the partnership.

As noted previously,
the Registrant’s believes the partnership agreement gives it significant rights
which are sufficient to support consolidation. These rights include:

(1) control of
all employment matters,

(2) responsibility
for all accounting matters,

(3) responsibility
for funding working capital,

(4) responsibility
for capital budgeting and financing matters,

(5) day-to-day
operating control,

(6) authorizing
equipment leasing, managed care and payor contracts, and

(7) control of
litigation matters.

In contrast, the
rights of the other partner are substantially protective in nature and do not interfere
with the financial and operating decisions of the partnership made by the Registrant
in the ordinary course of business.

For the foregoing
reasons, as well as those stated in our previous responses, the Registrant continues
to believe that consolidation is appropriate as (i) the Registrant can exercise
effective control over the partnership, (ii) the rights of the other partner are
merely protective in nature and do not give the other partner any significant participatory
rights, and (iii) the guidance to apply EITF 97-2 is inapplicable because the circumstances
are not similar to a physician practice manager.

3

The Registrant acknowledges that:

•                  the Registrant is
responsible for the adequacy and accuracy of the disclosure in its filings with
SEC;

•                  the Staff’s comments
or changes to disclosure in response to Staff comments in the filings reviewed by
the Staff do not foreclose the SEC from taking any action with respect to the Registrant’s
filings with the SEC; and

•                  the Registrant may
not assert the Staff’s comments as a defense in any proceeding initiated by the
SEC or any person under the federal securities laws of the United States.

We look forward to working with you to expedite this matter. I can be reached
at (949) 282-6130.

Sincerely,

  /s/ Marilyn U. MacNiven-Young

  Marilyn U. MacNiven-Young

  Executive Vice President,

  General Counsel and Secretary

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