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CORRESP
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VIA EDGAR & FACSIMILE

December 23, 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 supplements the Registrant’s response to the comments of
the Staff set forth in its letter dated December 2, 2004.  The Registrant will comply with all of the
comments in the December 2 letter.  In
view of the discussions between Sasha Parikh and the Registrant’s counsel,
Gerry McCartin of Hunton & Williams LLP, in which it was agreed (based on
the information provided by the Registrant in its December 17, 2004 letter to
the Staff) that the deconsolidation issue addressed in comment no. 2 of the
December 2 letter was immaterial, the Registrant will comply with all of the
Staff’s comments raised in its comment letters regarding the Registrant’s Form
10-K for the year ended June 30, 2004 (the “Form 10-K”)
in its future periodic Securities Exchange Act filings, beginning with the Form
10-Q for the quarter ending December 31, 2004 (the “December 31
10-Q”).    That is, the
Registrant’s Form 10-K for the year ending June 30, 2005 will include the
approved changes previously set forth in the Registrant’s response letters
dated October 27, 2004 and November 19, 2004, along with the requested aging
schedule of the Registrant’s accounts receivables addressed in comment no. 1 of
the December 2 letter and the revision of the contractual commitment table to
account for the impact of interest raised by Ms. Parikh in a recent call with
Mr. McCartin.  The December 31 10-Q will
include any such changes as are applicable and will also reflect the
deconsolidation on a prospective basis of the Registrant’s 50% owned
partnership which has previously been consolidated.

This will also confirm that the Registrant  plans to file shortly an amendment to its registration
statement on Form S-4 (Reg. No. 333-75984) (the “Form S-4”)
to add financial information for the first quarter of fiscal 2005 and otherwise
to include language in the Management’s Discussion and Analysis section
responsive to the Staff’s comments on the Form 10-K.   The financial statements in the Form S-4 as
filed mirror those in the Form 10-K, and will be amended in Amendment No. 1 to
the Form S-4 only to fix minor typographical errors.

In order to satisfy a contractual obligation,
the Registrant needs to get the Form S-4 (Reg. No. 333-75984) effective on or
before December 30, 2004.  Therefore, we
would be grateful if

the Staff would (i) confirm that the
foregoing approach is acceptable and resolves all outstanding comments on the
Form 10-K and (ii) so advise Greg Belliston for purposes of expediting the
processing of the Form S-4.  Thank you
for your assistance in expediting 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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