SecProbe.io

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 filename1.htm

 1510 Cotner Avenue

 Los Angeles, California 90025

 May 19, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and

 Services

 100 F Street, NE

 Washington, DC 20549

 Attention: Jane Park

 Re: RadNet, Inc.
 Registration Statement on Form S-4

 Filed May 6, 2025

 File No. 333-287005

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, RadNet, Inc. (the "Company") hereby requests that the effective date of the above-captioned
Registration Statement on Form S-4 be accelerated so that it becomes effective at 5:00 p.m., Eastern Time, on May, 21, 2025, or as soon
thereafter as practicable. The Company hereby authorizes Jonathan Schulman of Perkins Coie LLP, counsel to the Company, to modify or withdraw
this request for acceleration by oral or written communication.

 Please call Mr. Schulman at (303)
291-2309 or JSchulman@perkinscoie.com as soon as the Registration Statement has been declared effective, or if you have any other questions
or concerns regarding this matter.

 Respectfully submitted,

 RADNET, INC.

 By:
 /s/ Howard Berger, M.D.

 Name:
 Howard Berger, M.D.

 Title:
 Chief Executive Officer

 cc: Jonathan Schulman, Perkins Coie LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

Howard Berger, M.D.
Chief Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California 90025

 Re: RadNet, Inc.
 Registration Statement on Form S-4
 Filed May 6, 2025
 File No. 333-287005
Dear Howard Berger M.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Jonathan Schulman, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 10, 2024
Mark Stolper
Chief Financial Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA 90025
RadNet, Inc.
Re:RadNet, Inc.
Form 10-K filed March 1, 2023
File No. 1-33307
Dear Mark Stolper:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
1
filename1.htm

January 3, 2024

Mr. Al Pavot

Division of Corporation Finance

Office of Industrial Applications and Services

United States Securities and Exchange Commission

Washington, D.C. 20549

  Re:
  RadNet, Inc.

Form 10-K for the Fiscal Year Ended December 31,
2022

Filed March 1, 2023

File No. 1-33307

Dear Mr. Pavot:

This letter is submitted in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated
December 20, 2023 (the “Letter”) to Mr. Mark Stolper, Chief Financial Officer of RadNet, Inc. (the “Company”).

For convenience of reference,
each comment contained in the Letter is reprinted below in italics followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2022

Results of Operations, page 38

 1. Please expand your disclosure to identify the specific factors
that caused the 2022 "Net income attributable to noncontrolling interests" to increase by 17% whereas both your operating income
and pre-tax income decreased significantly. Similarly, it is not clear why the corresponding 2023 variances are similarly disproportionate.
The expanded disclosure should identify the specific causal factors relevant to the period presented and not merely reference speculative
factors that could impact the account balance. See Item 303(b) of Regulation S-K.

Response to Comment 1:

The Company respectfully acknowledges the Staff’s
comment and, in future filings, will provide additional disclosure if percentage changes in Net Income Attributable to Noncontrolling
Interests are significant. Our net income attributable to noncontrolling interests relates to the operations of non-wholly owned subsidiaries
which represents only a portion of our business. Further, it excludes our AI segment which generated losses of $25.8 million in 2022.
Given these factors, we do not expect net income attributable to noncontrolling interests to correlate with consolidated operating income
or pretax income and are proposing to disclose the nature of the relationship as presented below. The following represents an example
of the presentation and discussion that we propose to include in future filings, using 2022 versus 2021 for illustrative purposes:

Net
income attributable to noncontrolling interests

At December 31, 2022, our consolidated subsidiaries
included 318 centers of which 81 were not wholly-owned and thus a portion of their operating results were attributable to noncontrolling
interests. At December 31, 2021, our consolidated subsidiaries included 323 centers of which 66 were not wholly-owned. As noncontrolling
interests only represent a portion of our imaging center business and excludes our AI segment, which generated losses of $25.8 million
in 2022, we do not expect changes in net income attributable to noncontrolling interests to correlate with changes in consolidated operating
income or pretax income.

1510 Cotner Avenue, Los Angeles, CA
90025 | Tel: (310) 445-2800 | (800) 2- RADNET | Fax: (310) 445-2980 | www.RadNet.com

Mr. Al Pavot

SEC Division of Corporate Finance

January 3, 2024

Page 2

For the twelve months ended December 31, 2022,
we recognized net income attributable to noncontrolling interests of $23.0 million versus $19.6 million for the twelve months ended December
31, 2021, an increase of $3.4 million. The increase in net income attributable to noncontrolling interests was primarily due to the formation
of a new majority owned subsidiary, Frederick County Radiology, LLC in April 2022 as described in Note 4 to the consolidated financial
statements. We contributed the operations of four centers to Frederick County Radiology, LLC, and Frederick Health Hospital, Inc. contributed
two additional centers. Additionally, in September 2021 we sold a noncontrolling interest in West Valley Imaging Group, LLC (“West
Valley”) to Tarzana Medical Center, LLC for cash, which increased net income attributable to noncontrolling interests subsequent
to the sale as a result of the profitability of West Valley.

Interest Expense, page 42

 2. The $39.6 million 2022 gain from interest rate swaps comprised
92% of your pre-tax income. However, it is not clear from the existing MD&A disclosure what specific events and circumstances occurred
in 2022 to precipitate this gain. Further, it is not clear how this gain impacted your provision for income taxes. Additionally, it is
not clear what the liquidity impact of these derivatives has been in the periods presented and what your maximum loss exposure is on
these investments. For example, if you received cash payments from these investments due to increased market interest rates in 2022 and
the impact was to offset the higher interest payments required on your variable rate debt then please provide a quantified disclosure
that illustrates this outcome. Please expand your disclosures to clarify these issues in light of the significant financial statement
impact. See Item 303(b)(1) of Regulation S-K.

Response to Comment 2:

The Company respectfully acknowledges the Staff’s
comment and, in future filings, will provide additional disclosure of the reasons for any significant changes in the fair value of our
interest rate swaps, the impact of such changes on our provision for income taxes, and our exposure to loss and the cash activity associated
with such swaps for the relevant periods presented. The following represents an example of the presentation and discussion that we propose
to include in the future filings, using 2022 versus 2021 for illustrative purposes. In addition to the disclosure previously included
under the “Interest Expense” section of the MD&A, we intend to add the below disclosure and separately we intend to add
a new section to the MD&A under “Non-cash change in fair value of interest rate hedge”.

Interest expense

To mitigate our future floating rate interest
expense exposure we entered into the 2019 swaps with locked in interest rates for one-month LIBOR of 1.96% for $100 million of notional
value and 2.05% for $400 million of notional value. We are liable for premium payments to the 2019 swap counterparties if interests rates
are below the arranged rates, and receive payments from the 2019 swap counterparties if interest rates exceed the arranged rates. If interest
rates were to theoretically reduce to 0%, our maximum premium payment would be the difference between the two swapped rates and 0% then
multiplied by the notional value of the swaps, or $1.96 million per year for the $100 million swap and $8.2 million per year for the $400
million swap. Payments under the 2019 swaps are settled in cash on a monthly basis. During the year ended December 31, 2022, interest
rates were below the arranged rates for most of the year and we paid a net of $2.8 million in cash payments to our 2019 swap counterparties,
which was reported a component of interest expense. See Derivative Instruments section of Note 2, Significant Accounting Policies, to
the financial statements included in this report and Item 7A, Quantitative and Qualitative Disclosure About Market Risk below for more
details on our derivative instruments.

Non-cash change in fair value of interest rate
hedge

In 2020, we determined that the cash flows from
the 2019 swaps did not match the cashflows of our First Lien Term Loans and were therefore ineffective as cash flow hedges. Since that
time, in accordance with accounting guidelines, all changes in fair value are being recognized in other income and expenses.

1510 Cotner Avenue, Los Angeles, CA
90025 | Tel: (310) 445-2800 | (800) 2- RADNET | Fax: (310) 445-2980 | www.RadNet.com

Mr. Al Pavot

SEC Division of Corporate Finance

January 3, 2024

Page 3

The fair value of the 2019 swaps at December 31,
2021 was a net liability of $16.3 million and at December 31, 2022 was a net asset of $23.3 million, resulting in a gain of $39.6 million
during the year ended December 31, 2022, which increased the Company’s tax provision by $10.3 million. The significant change in
fair value of interest rate hedge was caused by the increase in market interest rates and the steepening of the yield curve, which reflects
expectations of future interest rates. The one-month LIBOR rate at December 31, 2021 was approximately 0.10%, significantly below the
1.96% and 2.05% arranged rates under the 2019 swaps. However, one-month LIBOR rates had climbed to 4.33% at December 31, 2022, significantly
above the arranged rates in the 2019 swaps.

Non-GAAP Financial Measures, page 43

 3. Your disclosures here and in your Form 10-Q's indicate that
Adjusted EBITDA is used as both a performance measure and as a liquidity measure. In this regard, we note that you use it to measure
your cash generated from operations. Please expand your disclosures to include a reconciliation between Adjusted EBITDA and GAAP operating
cash flows. Also, please do not adjust out any cash settled expenses or liabilities. See Item 10(e) of Regulation S-K.

Response to Comment 3:

The Company respectfully acknowledges the Staff’s
comment and notes that the Company inadvertently implied in its disclosure that Adjusted EBITDA is used as a liquidity measure. In prior
periods, the Company had presented a liquidity measure, Free Cash Flow, and accidentally retained certain language in its disclosure from
periods when Free Cash Flow was presented. The following is a revised version of our disclosure (marked for changes) which we will include
in future filings and which we believe eliminates the confusion created with our previous disclosure:

Non-GAAP Financial Measures

We use both GAAP and non-GAAP
metrics to measure our financial results. We believe that, in addition to GAAP metrics, non-GAAP metrics such as Adjusted EBITDA and
Free Cash Flow assist us in measuring our core operations from period to period as well
as our cash generated from operations and ability to service our debt obligations.

Adjusted EBITDA

Our adjusted EBITDA metric
removes non-cash and non-recurring charges that occur in the affected period and provides a basis for measuring the Company’s core
financial performance against other periods.

We define Adjusted EBITDA
as earnings before interest, taxes, depreciation and amortization, as adjusted to exclude losses or gains on the disposal of equipment,
other income or loss, loss on debt extinguishment, bargain purchase gains, loss on de-consolidation of joint ventures and non-cash equity
compensation. Adjusted EBITDA includes equity in earnings in unconsolidated operations and subtracts allocations of earnings to non-controlling
interests in subsidiaries and is adjusted for non-cash or one-time events that take place during the period.

Adjusted EBITDA is a non-GAAP
financial measure used as an analytical indicator by us and the healthcare industry to assess business performance,
and is a measure of leverage capacity and ability to service debt. Adjusted EBITDA should not be considered a measure
of financial performance under GAAP, and Adjusted EBITDA should not be considered in isolation or as alternatives to net income,
cash flows generated by operating, investing or financing activities or other financial statement data presented in the
consolidated financial statements as an indicator of financial performance or liquidity.
Adjusted EBITDA is not a measurement determined in accordance with GAAP and is therefore susceptible to varying methods of calculation
and this metric, as presented, may not be comparable to other similarly titled measure of other companies.

*************************

1510 Cotner Avenue, Los Angeles, CA
90025 | Tel: (310) 445-2800 | (800) 2- RADNET | Fax: (310) 445-2980 | www.RadNet.com

Mr. Al Pavot

SEC Division of Corporate Finance

January 3, 2024

Page 4

If you should have any additional questions, please contact me directly
at (310) 445-2800.

Very truly yours,

/s/ Mark Stolper

Mark Stolper

Chief Financial Officer

  cc:
  Terence O’Brien, SEC Division of Corporation Finance

Dr. Howard G Berger, Chief Executive Officer

1510 Cotner Avenue, Los Angeles, CA
90025 | Tel: (310) 445-2800 | (800) 2- RADNET | Fax: (310) 445-2980 | www.RadNet.com

United States securities and exchange commission logo
December 20, 2023
Mark Stolper
Chief Financial Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA 90025
Re:RadNet, Inc.
Form 10-K filed March 1, 2023
File No. 1-33307
Dear Mark Stolper:
            We have reviewed your filing and have the following comments. Please respond to this
letter within ten business days by providing the requested information or advise us as soon as
possible when you will respond. If you do not believe a comment applies to your facts and
circumstances, please tell us why in your response. After reviewing your response to this letter,
we may have additional comments.
Form 10-K filed March 1, 2023
Results of Operations, page 38
1.Please expand your disclosure to identify the specific factors that caused the 2022 "Net
income attributable to noncontrolling interests" to increase by 17% whereas both your
operating income and pre-tax income decreased significantly. Similarly, it is not clear why
the corresponding 2023 variances are similarly disproportionate. The expanded disclosure
should identify the specific causal factors relevant to the period presented and not merely
reference speculative factors that could impact the account balance. See Item 303(b) of
Regulation S-K.
Interest Expense, page 42
2.The $39.6 million 2022 gain from interest rate swaps comprised 92% of your pre-tax
income. However, it is not clear from the existing MD&A disclosure what specific events
and circumstances ocurred in 2022 to precipitate this gain. Further, it is not clear how this
gain impacted your provision for income taxes. Additionally, it is not clear what the
liquidity impact of these derivatives has been in the periods presented and what your
maximum loss exposure is on these investments. For example, if you received cash
payments from these investments due to increased market interest rates in 2022 and the
impact was to offset the higher interest payments required on your variable rate debt then

 FirstName LastNameMark Stolper
 Comapany NameRadNet, Inc.
 December 20, 2023 Page 2
 FirstName LastName
Mark Stolper
RadNet, Inc.
December 20, 2023
Page 2
please provide a quantified disclosure that illustrates this outcome. Please expand your
disclosures to clarify these issues in light of the significant financial statement impact. See
Item 303(b)(1) of Regulation S-K.
Non-GAAP Financial Measures, page 43
3.Your disclosures here and in your Form 10-Q's indicate that Adjusted EBITDA is used as
both a performance measure and as a liquidity measure. In this regard, we note that you
use it to measure your cash generated from operations. Please expand your disclosures to
include a reconciliation between Adjusted EBITDA and GAAP operating cash flows.
Also, please do not adjust out any cash settled expenses or liabilities. See Item 10(e) of
Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

November 18 , 2013

Via E -mail
Mr. Howard G. Berger, M.D.
Chief Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA  90025

 Re:  RadNet, Inc.
  Form 10 -K for the Year Ended December 31, 2012
  Filed March 18, 2013
  File No. 001 -33307

Dear Mr. Berger :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Ass istant Chief Accountant
Office of Beverages, Apparel, and
Mining

CORRESP
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November 13, 2013

VIA EDGAR

Tia L. Jenkins

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3720

Washington, DC 20549

 Re: RadNet, Inc.

Form 10-K for fiscal year ended December 31, 2012Filed March 18,
2013

                                                 Amendment No.
1 to Form 10-K for the Year Ended December 31, 2012

                                                 Filed April 1,
2013

                                                 Response dated
October 11, 2013

                                                 File No. 001-33307

Dear Ms. Jenkins:

Reference is made to the
letter dated October 30, 2013 (“Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”)
to RadNet, Inc. (the “Company”). In reply to the Comment Letter, we submit the following responses. For your convenience,
we have reprinted the Staff’s original comments, followed by our response.

Comment 1:

Form 10-K for the Year Ended December 31, 2012

Note 2 – Summary of Significant Accounting Policies,
page 58

Revenues, page 58

 1. We note your response to comment eight of our letter dated September 20, 2013 that although
you attempt to collect deductibles and co-payments from patients with insurance at the time of service, this attempt to collect
is not an assessment of the patient’s ability to pay. In accordance with ASC 954-605-50-4(a), please provide draft disclose
to be included in future filings to clearly address your policy to assess collectability in determining the timing and amount
of patient service fee revenue to be recognized at the time of service.

    1

Response:

  We propose to include in future filings the following revised critical accounting policy:

Provision for Bad Debts

We provide for an
allowance against accounts receivable that could become uncollectible to reduce the carrying value of such receivables to their
estimated net realizable value. We estimate this allowance based on the aging of our accounts receivable by each type of payer
over an 18-month look-back period, and other relevant factors. A significant portion of our provision for bad debt relates to co-payments
and deductibles owed to us from patients with insurance. Although we attempt to collect deductibles and co-payments due from patients
with insurance at the time of service, this attempt to collect at the time of service is not an assessment of the patient’s
ability to pay nor are revenues recognized based on an assessment of the patient’s ability to pay. There are various factors
that can impact collection trends, such as changes in the economy, which in turn have an impact on the increased burden of co-payments
and deductibles to be made by patients with insurance. These factors continuously change and can have an impact on collection trends
and our estimation process.

Comment 2:

Amendment No. 1 to Form 10-K for the Year Ended December 31,
2012

Report of the Independent Registered
Public Accounting Firm, page 3

 2. We note your response to comment 15 of our letter dated September
20, 2013. In your amended filing, please provide the financial statement disclosures you agreed to provide in future filings.

Response:

The Company takes note
of the Staff’s comment and on November 13, 2013, the Company filed Amendment No. 2 to its Form 10-K for the year ended December
31, 2012 and Form 10-Q for the quarter ended September 30, 2013, both of which include the financial statement disclosures the
Company agreed to provide in future filings. Included within its Amendment No. 2 to Form 10-K is the corrected report of the Independent
Registered Public Accounting Firm.

* * * * *

    2

In connection with
responding to the Staff’s comments, the Company acknowledges the following:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing.

 · The Staff’s comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing.

 · The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

By: /s/ Howard G. Berger, M.D.

       Name: Howard G. Berger, M.D.

       Title: Chief Executive
Officer

cc:    Myra Moosariparambil, Staff Accountant

         Dean Suehiro,
Senior Staff Accountant

         Linda Michaelson,
Esq., Sheppard, Mullin, Richter & Hampton LLP (via email)

    3

October 30 , 2013

Via E -mail
Mr. Howard  G. Berger , M.D.
Chief Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA   90025

 Re:  RadNet, Inc.
  Form 10 -K for the  Year Ended December 31, 2012
  Filed March 18 , 2013
  Amendment No. 1 to Form 10 -K for the Year Ended December 31, 2012
  Filed April 1, 2013
  Response dated October 11, 2013
  File No. 001 -33307

Dear Mr. Berger :

We have  reviewed your response letter and have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your fi ling, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in you r response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2012

Note 2 – Summary of Significant Accounting Policies, page 58

Revenues , page 58

1. We note your response to comment eight of our letter dated September 20, 2013 that
although you attempt to collect deductibles and co -payments from patients with insurance
at the time of service, this attempt to collect is not an assessment of the patient’ s ability to
pay. In accordance with ASC 954 -605-50-4(a), please provide draft disclose to be
included in future filings to clearly address your policy to assess collectability  in

Howard  G. Berger
RadNet , Inc.
October 30 , 2013
Page 2

 determining the timing and amount of patient service fee revenue to be recog nized at the
time of service.

Amendment No. 1 to Form 10 -K for the Year Ended December 31, 2012

Report of the Independent Registered Public Accounting Firm, page 3

2. We note your response to comment 15 of our letter dated September 20, 2013 .  In your
amended filing, please provide the financial statement disclosures you agreed to provide
in future filings.

You may conta ct Myra Moosariparambil , Staff Accountant,  at (202) 551 -3796 or Dean
Suehiro , Senior Staff Accountant,  at (202) 551 -3384  if you have q uestions regarding comments
on the financial statements and related matters . Please contact me at (202) 551 -3871 with any other
questions.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

CORRESP
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October 11, 2013

VIA EDGAR

Tia L. Jenkins

Senior Assistant Chief Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  RadNet, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed March 18, 2013

Amendment No. 1 to Form 10-K for the Year Ended
December 31, 2012

Filed April 1, 2013

File No. 001-33307

Dear Ms. Jenkins:

We acknowledge receipt
of the letter of comment dated September 20, 2013 from the Staff of the Division of Corporation Finance with regard to the above-referenced
filings. We have repeated the Staff’s comment below, followed by our response.

Form 10-K for the Year Ended December
31, 2012

General

1. Please be advised that your correct
file number for Exchange Act reporting purposes is 001-33307.

We confirm that in future
filings we will use the correct file number.

Item 1. Business, page 3

 2. Based on review of historical trends of the last three years, it appears your business experiences
the lowest revenues during the first quarter of each year as indicated by net losses recognized during the first quarters of 2013,
2012 and 2011. In addition, based on the earnings release, you state your first quarter is generally the most challenging quarter
with respect to procedural volumes because of typical seasonality in your business. Please provide a draft to be included in future
filings to address the seasonality of your business, as required by Item 303(a)(3) of Regulation S-K.

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2013

Page 2

We propose to include a
disclosure in future filings, to the extent appropriate, substantially as follows:

“We typically
experience some seasonality to our business. During the first quarter of each year we generally experience the lowest volumes of
procedures and the lowest level of revenue for any quarter during the year.  This is primarily the result of two factors.
First, our volumes and revenue are typically impacted by winter weather conditions in our northeastern operations.  It is
common for snowstorms and other inclement weather to result in patient appointment cancellations and, in some cases, imaging center
closures.  Second, in recent years, we have observed greater participation in high deductible health plans by patients.
As these high deductibles reset in January for most of these patients, we have observed that patients utilize medical services
less during the first quarter, when securing medical care will result in significant out-of-pocket expenditures.”

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 35

 3. Please disclose in the Overview section the total diagnostic imaging services performed for
each year the consolidated statements of operations are presented.

We propose to include a
disclosure in future filings, substantially as follows (with appropriate changes for the applicable periods presented):

“The total number
of diagnostic imaging services performed for each of the years ended December 31, 2012, 2011 and 2010, were 4,142,267,
3,740,443 and 3,315,019, respectively.”

 4. Please tell us whether you have off-balance sheet arrangements pursuant to Item 303(a)(4) of
Regulation S-K. If so, present off-balance sheet arrangements in a separately-captioned section in future filings.

We advise the Staff that
we do not have any off-balance sheet arrangements pursuant to Item 303(a)(4) of Regulation S-K.

 5. We note other operating expenses increased significantly (over 15%) during the year ended December
31, 2012 and the quarter ended March 31, 2013. Please provide a draft disclosure to be included in future filing that describes
the cause(s) of this change. Please refer to Regulation S-K 303(a)(3). Alternatively, explain why you believe such disclosure is
not necessary.

We advise the Staff that
the increase referred to in the comment above is related to the additional expenses associated with centers added from our acquisition
of Lenox Hill.

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2013

Page 3

We propose to include a
disclosure in future filings with respect to Other Operating Expenses, substantially as follows (with appropriate changes for the
applicable periods presented):

“Other operating expenses,
including billing fees, office supplies, repairs and maintenance, insurance, business tax and license,
outside services, utilities, marketing, travel and other expenses increased $6.3 million, or 17.9%, to $41.4 million for the three
months ended March 31, 2013 compared to $35.1 million for the three months ended March 31, 2012.

Other operating expenses, including
only those centers which were in operation throughout the first quarters of both 2013 and 2012, decreased $736,000, or 2.1%. This
2.1% decrease is in line with our decrease in procedure volumes at these centers. This comparison excludes expenses from centers
that were acquired or divested subsequent to January 1, 2012. For the three months ended March 31, 2013, other operating expenses
from centers that were acquired subsequent to January 1, 2012 and excluded from the above comparison were approximately $7.0 million.”

Item 8. Financial Statements and Supplementary
Data, page 50

Consolidated Statements of Operations,
page 52

 6. It appears that the caption “Cost of operations” excludes depreciation and amortization
for property and equipment directly attributed to the generation of revenue. If so, revise your presentation to comply with SAB
11:B, as applicable, by disclosing parenthetically that depreciation and amortization are excluded from the caption “Cost
of operations.”

We confirm that in future
filings, as appropriate, we will revise our presentation to reflect “Cost of operations” as “Cost of operations,
excluding depreciation and amortization”.

Note 1 – Nature of Business, page
57

 7. Please tell us how your VIE disclosures comply with the requirement to present assets and liabilities
of the VIE on the face of your consolidated balance sheets pursuant to ASC 810-10-45-25.

We determined under ASC
810-10-45-25 that it is not necessary to present assets and liabilities of our VIE on the face of the consolidated balance sheets
for the following reasons:

 1. None of our VIE’s assets are pledged, or restricted solely for use in settlement of obligations
of the VIE; and

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2013

Page 4

 2. Our VIE has no outstanding obligations of its own.

Note 2 – Summary of Significant
Accounting Policies, page 58

Reclassification, page 58

 8. Please tell us why the reclassification was appropriate pursuant to ASC 954-605-45-5(b). We
note that it is your policy “to attempt to collect amounts due from patients…at the time of service.”

The reclassification referenced in the comment
above was appropriate given the guidance in ASC 954-605-45-4, which states:

“Some health care entities may perform services for patients for which the ultimate collection of all or a portion of the amounts billed or billable cannot be determined at the time services are rendered. For example, some health care entities have a policy of providing services to patients and recording patient service revenue regardless of their ability to pay and, in some cases (for example, hospital emergency departments), are required by law to treat emergency conditions regardless of a patient’s ability to pay. As a result, those health care entities might record revenue along with a relatively high bad-debt provision in the period of service. A health care entity that recognizes significant amounts of patient service revenue at the time the services are rendered even though it does not assess the patient’s ability to pay shall present all of the following as separate line items on the face of the statement of operations:

1.	Patient service revenue (net of contractual allowances and discounts)

2.	The provision for bad debts (the amount related to patient service revenue and included as a deduction from patient service revenue)

3.	The resulting net patient service revenue less the provision for bad debts.”

As mentioned in the guidance
above, a health care entity should present net patient revenue net of the provision for bad debts if it recognizes significant
amounts of patient service revenue at the time the services are rendered even though it does not assess the patient’s ability
to pay. Although we attempt to collect deductibles and co-payments due from patients with insurance at the time of service, this
attempt to collect at the time of service is not an assessment of the patient’s ability to pay nor are revenues recognized
based on an assessment of the patient’s ability to pay. As indicated in Note 2 of our financial statements included in our
Form 10-K for the year ended December 31, 2012, “A significant portion of our provision for bad debt relates to co-payments
and deductibles owed to us by patients with insurance.” The reason that a significant portion of our provision for bad debt
relates to co-payments and deductibles is that the revenue for such co-payments and deductibles is recognized absent an assessment
of the patient’s ability to pay. As such, the guidance in ASC 954-605-45-4 is applicable to RadNet. We are not subject to
the guidance provided for in ASC 954-605-45-5(b) as it is applicable if “the entity only recognizes revenue to the extent
it expects to collect that amount”, which is not the manner in which we recognize revenue.

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2013

Page 5

Revenues, page 59

 9. Please separately present managed care capitation revenues pursuant to ASC-954-605-45-3. We
note that you received 13% of your payments from capitation arrangements in 2012. Please comply with this comment in future filings
and confirm your compliance with us.

We confirm that in future
filings we will separately present managed care capitation revenues pursuant to ASC 954-605-45-3.

Deferred Financing Costs, page 60

 10. Please tell us why you are not amortizing the deferred financing costs under the effective interest
method.

We advise the Staff that
we are not amortizing deferred financing costs under the effective interest method because we have determined that the difference
in amortization between an amount calculated under the effective interest rate method and under the straight line method is immaterial
(less than 0.1% of total consolidated quarterly interest expense for all periods presented). Accordingly, we have determined that
the straight line method, which we currently apply, approximates the effective interest rate method.

We propose to include in
future filings the following revised critical accounting policy:

“DEFERRED FINANCING COSTS - Costs of financing
are deferred and amortized on a straight-line basis over the life of the associated loan, which approximates the effective interest
rate method.”

Note 4 – Facility Acquisitions,
page 66

 11. Please tell us how you considered ASC 805-20-25-12 and 13 in concluding that favorable lease
and customer-related intangible assets were not required to be recognized for Pueblo Radiology acquisition.

At the closing of the Pueblo
Radiology acquisition, we determined that all rents associated with the operating lease assumed as part of our purchase of Pueblo
Radiology were at current market value. Accordingly, no amount for favorable lease contracts was recorded.

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2013

Page 6

Further, no intangible
assets such as those described in ASC 805-20-25-13 were identified in the Pueblo Radiology acquisition as the lease did not provide
entry into a market or other future economic benefits that qualify as identifiable intangible assets. In addition, we evaluated
whether there were other identifiable intangible assets acquired and concluded there were none (see response to comment #12 below
for more information).

Note 5 – Goodwill and Other Intangible
Assets, page 70

 12. Based on Note 4, it appears that since January 1, 2010 you recognized customer-related intangible
assets for only the Imaging On Call, LLC acquisition. Please tell us how you considered ASC 805-20-25-10 and 805-20-55-23 through
28 in concluding that customer-related intangible assets were not required to be recognized apart from goodwill for acquisitions
other than Imaging On Call, LLC.

Imaging On Call, LLC is
a teleradiology business. Its revenues are driven by contracts with customers including hospitals, clinics, and imaging centers
which we acquired. As a result, Imaging On Call’s customers were recognized as a separable and identifiable intangible asset.

Our acquisitions since
January 1, 2010, other than Imaging On Call, LLC, have been limited to diagnostic imaging companies. Typically, diagnostic imaging
companies have customer-related intangible assets in the form of contracts with physician groups. However, when RadNet acquires
diagnostic imaging companies in California, any existing contracts with physician groups are cancelled and physicians become employees
of RadNet’s Beverly Radiology Medical Group (BRMG). For acquisitions of diagnostic imaging companies outside California,
any existing contracts with physician groups are cancelled and RadNet enters into new contracts with new local physicians. In both
cases, there are no acquired customer-related intangible assets to be recognized apart from goodwill.  RadNet believes that
its cancelling of existing contracts with physician groups is consistent with a market participant’s treatment of such contracts.

Note 8 – Notes Payable, Line of
Credit and Capital Leases, page 71

 13. We note you refinanced your credit facility in October 2012 and April 2013. Please tell us how
you considered ASC 470-50, Modifications and Extinguishment, for these transactions and provide us with your analysis to determine
if the transactions were a modification or extinguishment.

We determined that the
refinancing of our credit facility in October 2012 and then again in April 2013 were each modifications of our existing credit
facility under ASC 470-50 and were accounted for as such.  We made this determination as follows:

U.S. Securities and Exchange Commission

Division of Corporation Finance

October 11, 2013

Page 7

Background:

In April 2010, RadNet entered
into a Credit and Guaranty Agreement (“2010 Credit Facility”) whereby Radnet Management Inc. obtained a $285.0 million,
six year term loan and a $100.0 million, five year revolving credit facility.  The revolving credit facility was increased
by $21.25 million in November 2011 for a total revolving credit facility of $121.25 million. For the purposes of our analysis,
this 2010 Credit Facility is considered the “Original Debt Instrument”.

In October 2012, RadNet
completed a refinancing of the 2010 Credit Facility by entering into a new Credit and Guaranty Agreement providing for a $350 million,
six year term loan and a $101.25 million revolving five year credit facility.  For the purposes of our analysis, this transaction
is the “October 2012 Refinance”.

In April 2013, RadNet refinanced
the October 2012 term loan component of its credit facility by entering into a $388.3 million term loan payable over the same time
frame as the October 2012 term loan.  No adjustment was made to the revolving credit facility in April 2013.  For the
purpose of our analysis, this transaction is the “April 2013 Refinance”.

The Original Debt Instrument
as well as the new term loans executed in October 2012 and April 2013 were loan participations with Barclays as the lead lender.
Accordingly, we applied the guidance in ASC 470-50 on a single lender basis (Barclays to Barclays).

October 2012 Refin

CORRESP
1
filename1.htm

October 1, 2013

VIA EDGAR

Tia L. Jenkins

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  RadNet, Inc.

Form 10-K for the Year Ended December 31, 2012

Filed March 18, 2013

Amendment No. 1 to Form 10-K for the Year Ended December 31, 2012

Filed April 1, 2013

File No. 001-33307

Ms. Jenkins:

RadNet, Inc., a
Delaware corporation (the “Company”), received a comment letter of the staff of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission dated September 20, 2013 (the “Comment Letter”) relating
to the above-referenced reports of the Company.

As a representative
of the Company indicated to Ms. Moosariparambil earlier this week, the Company is unable to respond to the Comment Letter within
10 business days as requested in the Comment Letter. The Company needs additional time to prepare a full and complete response.
The Company intends to respond as soon as practicable, but in no event later than October 11, 2013.

The Company appreciates
your comments and requests that you contact the undersigned at (310) 445-2800 or Linda Michaelson of Sheppard, Mullin, Richter
& Hampton LLP, counsel to the Company, at (310) 228-3711 if you have any questions, or if we can be of any assistance.

        Sincerely,

        RadNet, Inc.

        /s/ Mark D. Stolper

        Mark D. Stolper

        Chief Financial Officer

cc:  Myra Moosariparambil, Staff Accountant

Dean Suehiro, Senior Staff Accountant

Linda Michaelson, Esq. (via email)

September 20 , 2013

Via E -mail
Howard  G. Berger , M.D.
Chief Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA   90025

 Re:  RadNet, Inc.
  Form 10 -K for the  Year Ended December 31, 2012
  Filed March 18 , 2013
  Amendment No. 1 to Form 10 -K for the Year Ended December 31, 2012
  Filed April 1, 2013
  File No. 001 -33307

Dear Mr. Berger :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your fili ng, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances, please tell
us why in your response.

 After reviewing any  information y ou provide in response to these comments, we may
have additional comments.

Form 10 -K for the Year Ended December 31, 2012

General
1. Please be advised that your correct file number for Exchange Act reporting purposes i s
001-33307.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 2

Item 1.   Business, page 3

2. Based on review of historical trends of the last three years, it appears your business
experiences the lowest revenues during the first quarter of each year as indicated by net
losses recognized during the first quarters of 2013, 2012 and 2011. In addition, based on
the earnings release, you state your  first quarter is generally the most challenging quarter
with respect to procedural volumes because of typical seasonality in your business.
Please provide a draft to be included in future  filings to address the seasonality of your
business, as required by Item 303(a)(3) of Regulation S -K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35

3. Please disclose in the Overview section the to tal diagnostic imaging services performed
for each year the consolidated statements of operations are presented.

4. Please tell us whether you have off -balance sheet arrangements pursuant to Item
303(a)(4) of Regulation S -K.  If so, present off -balance sheet  arrangements in a
separately -captioned section in future filings.

5. We note other operating expenses increased significantly (over 15%) during the year
ended December 31, 2012 and the quarter ended March 31, 2013. Please provide a draft
disclosure to be  included in future filing that describes the cause(s) of this change. Please
refer to Regulation S -K 303(a)(3). Alternatively, explain why you believe such disclosure
is not necessary.

Item 8. Financial Statements and Supplementary Data, page 50

Consol idated Statements of Operations, page 52

6. It appears that the caption “Cost of operations” excludes depreciation and amortization
for property and equipment directly attributed to the generation of revenue.  If so, revise
your presentation to comply with S AB 11:B, as applicable, by disclosing parenthetically
that depreciation and amortization are excluded from the caption “Cost of operations.”

Note 1 – Nature of Business, page 57

7. Please tell us how your VIE disclosures comply with the requirement to pre sent assets
and liabilities of the VIE on the face of your consolidated balance sheets pursuant to ASC
810-10-45-25.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 3

Note 2 – Summary of Significant Accounting Policies, page 58

Reclassification, page 58

8. Please tell us why the reclassification was appropriate pursuant to ASC 954 -605-45-5(b).
We note that it is your policy “to attempt to collect amounts due from patients…at the
time of service.”

Revenues, page 59

9. Please separately present managed care capitation revenues pursuant to ASC -954-605-
45-3.  We note that you received 13% of your payments from capitation arrangements in
2012.  Please comply with this comment in future filings and confirm your compliance
with us.

Deferred Financing Costs, page 60

10. Please tell us why you are not amortizing the deferred financing costs under the effective
interest method.

Note 4 – Facility Acquisitions, page 66

11. Please tell us how you considered ASC 805 -20-25-12 and 13 in concluding that favorable
lease and customer -related intangible assets were not requi red to be recognized for
Pueblo Radiology acquisition.

Note 5 – Goodwill and Other Intangible Assets, page 70

12. Based on Note 4, it appears that since January 1, 2010 you recognized customer -related
intangible assets for only the Imaging On Call, LLC acqui sition.  Please tell us how you
considered ASC 805 -20-25-10 and 805 -20-55-23 through 28 in concluding that
customer -related intangible assets were not required to be recognized apart from goodwill
for acquisitions other than Imaging On Call, LLC.

Note 8 – Notes Payable, Line of Credit and Capital Leases, page 71

13. We note you refinanced your credit facility in October 2012  and April 2013 . Please tell
us how you considered ASC 470 -50, Modifications and Extinguishment, for these
transaction s and provide us with your analysis to determine if the transaction s were  a
modification or extinguishment.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 4

Note 11 – Income Taxes, page 78

14. In determining that deferred tax assets are more likely than not to be realized, w e note the
objective evidence y ou evaluated was the “three years of cumulative operating income.”
Please tell us how you considered the three years of cumulative net loss (excluding the
2012 tax benefit of $60.4 million) in evaluating your objective evidence.

Amendment No. 1 to Form  10-K for the Year Ended December 31, 2012

Report of the Independent Registered Public Accounting Firm, page 3

15. We note that your independent auditor’s report refers to “the auditing standards” of the
PCAOB rather than to “the standards” of the PCAOB as i s required by the PCAOB’s
Auditing Standard No. 1.   Please explain why the report includes the qualifier
“auditing”; and if the reason is that there is a typographical error, please amend the filing
to include a corrected independent auditor’s report.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company  and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclos ures they have made.

Howard  G. Berger , M.D .
RadNet , Inc.
September 20 , 2013
Page 5

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staf f comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may conta ct Myra Moosariparambil , Staff Accountant,  at (202) 551 -3796 or Dean
Suehiro , Senior Staff Accountant,  at (202) 551 -3384  if you have questions regarding comments
on the financial statements and related matters . Please contact me at (202) 551 -3871 with any other
questions.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

CORRESP
1
filename1.htm

    Unassociated Document

    RadNet,
Inc.

    1510
Cotner Avenue

    Los
Angeles, CA 90025

    January
11, 2011

    VIA
EDGAR

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

    Attention:
John Reynolds

              Re:

              RadNet,
      Inc.

              Registration
      Statement on Form S-4

              File No.:
      333-169107

    Ladies
and Gentlemen:

    RadNet,
Inc., a Delaware corporation (the "Company"), pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Act"), hereby requests that the
effective date of the above-referenced Registration Statement on Form S-4 of the
Company be accelerated so that the Registration Statement may become effective
at 3:00 p.m. New York time on January 13, 2011, or as soon as possible
thereafter. In this regard, the Company is aware of its obligations under the
Act.

    Pursuant
to this request, the Company acknowledges that:

              ·

              should
      the Securities and Exchange Commission (the "Commission") or the staff,
      acting pursuant to delegated authority, declare the filing effective, it
      does not foreclose the Commission from taking any action with respect to
      the filing;

              ·

              the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

              ·

              the
      Company may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

    If you
have any questions regarding this request for acceleration of effectiveness,
please contact Linda Michaelson or Louis Lehot, each of Sheppard, Mullin,
Richter & Hampton LLP, at (310) 228-3711 or (650) 815-2640,
respectively.

    [Signature
Page Follows]

        - 1
-

                Very
      truly yours,

                RADNET, INC. (for itself and the

                Guarantor Registrants)

                By:

              /S/  JEFFERY
      L. LINDEN

              Name:
              Jeffrey
      L. Linden

              Title:
              Executive
      Vice President and General Counsel

          - 2
-

CORRESP
1
filename1.htm

    Unassociated Document

                          Suite
      1600  |  1901 Avenue
      of the Stars  |  Los
      Angeles, CA  90067-6017

                          310-228-3700
      office  |  310-228-3701
      fax  |  www.sheppardmullin.com

    January
11, 2011

    VIA
EDGAR

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Re:

              RadNet,
      Inc., Radnet Management, Inc. and Subsidiary
  Guarantors

              Amendment
      No. 1 to Registration Statement on Form S-4 (Commission File No.
      333-169107)

    Ladies
and Gentlemen:

    Reference
is hereby made to our letter dated August 27, 2010 electronically transmitted to
the Securities and Exchange Commission in connection with the electronic
submission of a registration statement on Form S-4 (Commission File No.
333-169107) (the “Registration Statement”) on behalf of Radnet Management, Inc.,
a California corporation (the “Issuer”), RadNet, Inc., a Delaware corporation
and the parent company of the Issuer (the “Parent”), and the additional
registrant guarantors named in the Registration Statement.  Since
August 27, 2010, additional wholly owned subsidiaries of the Issuer have been
added as additional registrant guarantors.  On behalf of the Issuer,
the Parent, and each registrant guarantor, including the additional registrant
guarantors named in Amendment No. 1 (as defined below) (together with the
Parent, collectively, the “Guarantors” and, together with the Issuer, the
“Registrants”), we filed yesterday by direct electronic transmission under the
Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 1 to
the Registration Statement (“Amendment No. 1”), together with exhibits thereto,
relating to the Registrants’ offer to exchange an aggregate of $200,000,000 in
principal amount of its 10⅜% Senior Notes due 2018 (the “Exchange Notes”) for
its outstanding 10⅜% Senior Notes due 2018 (the “Outstanding Notes”), which were
offered and sold on April 6, 2010 without registration in reliance upon the
exemption provided by Section 4(2) of the Securities Act.  The
Outstanding Notes are, and the Exchange Notes will be, guaranteed by the
Guarantors, who are also registrants under the S-4 Registration
Statement.

    The
Registrants are registering the exchange offer on the S-4 Registration Statement
in reliance on the position of the Securities and Exchange Commission (the
“Commission”) enunciated in Exxon Capital Holdings
Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co.,
Incorporated, available June 5, 1991 (regarding resales), and Shearman & Sterling,
available July 2, 1993 (with respect to the participation of
broker-dealers).  The Registrants have further authorized us to
include the following representations to the Staff of the
Commission:

              1.

              The
      Registrants have not entered into any arrangement or understanding with
      any person to distribute the Exchange Notes and, to the best of each of
      the Registrants’ information and belief without independent investigation,
      each person participating in the exchange offer is acquiring the Exchange
      Notes in its ordinary course of business and is not engaged in, does not
      intend to engage in, and has no arrangement or understanding with any
      person to participate in, the distribution of the Exchange
      Notes.  In this regard, the Registrants will disclose to each
      person participating in the exchange offer that if such person is
      participating in the exchange offer for the purpose of distributing the
      Exchange Notes, such person (i) could not rely on the Staff position
      enunciated in Exxon Capital or interpretive letters to similar effect and
      (ii) must comply with the registration and prospectus delivery
      requirements of the Securities Act in connection with a secondary resale
      transaction.  The Registrants acknowledge that such a secondary
      resale transaction by such person participating in the exchange offer for
      the purpose of distributing the Exchange Notes should be covered by an
      effective registration statement containing the selling securityholder
      information required by Item 507 of
    Regulation S-K.

        - 1
-

                Securities
      and Exchange Commission

                January
      11, 2011

              2.

              No
      broker-dealer has entered into any arrangement or understanding with the
      Registrants or an affiliate of the Registrants to distribute the Exchange
      Notes.  The Registrants will disclose to each person
      participating in the exchange offer (through the exchange offer
      prospectus) that any broker-dealer who receives the Exchange Notes for its
      own account pursuant to the exchange offer may be a statutory underwriter
      and must deliver a prospectus meeting the requirements of the Securities
      Act in connection with any resale of those Exchange Notes.  The
      Registrants will also include in the letter of transmittal to be executed
      by each holder participating in the exchange offer that each broker-dealer
      that receives the Exchange Notes for its own account pursuant to the
      exchange offers must acknowledge that it will deliver a prospectus meeting
      the requirements of the Securities Act in connection with any resale of
      those Exchange Notes and that by so acknowledging and delivering a
      prospectus, the broker-dealer will not be deemed to admit that it is an
      “underwriter” within the meaning of the Securities
  Act.

    The
filing fee for the S-4 Registration Statement in the amount of $14,260 was
previously deposited by wire transfer of same day funds to the Commission’s
account at U.S. Bank.

    If you
have any questions on the above-referenced S-4 Registration Statement, please
contact Linda G. Michaelson at (310) 228-3711 or Louis P.A. Lehot at
(650) 815-2640.

                Sincerely,

              /s/
      SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

              SHEPPARD,
      MULLIN, RICHTER & HAMPTON LLP

        - 2
-

December 13, 2010   Howard G. Berger, M.D.  Principal Executive Officer RadNet, Inc. 1510 Cotner Avenue Los Angeles, CA  90025         RE:  RadNet, Inc.
               Form 10-K for FYE December 31, 2009
               Filed March 15, 2010, amended March 31, 2010 and May 10, 2010;                DEF 14A for Annual Meeting on June 3, 2010                Filed April 23, 2010                File No. 1-33307

Dear Dr. Berger:    We have completed our review of your fili ngs and have no further comments at this
time.

                                                                                                 Sincerely,                                                                                                   John Reynolds,                                                                                                Assistant Director

CORRESP
1
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    radnet_corresp-110310.htm

November 3, 2010

VIA EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3720

Washington, DC 20549

Re:

RadNet, Inc.

Form 10-K for fiscal year ended December 31, 2009, as amended

Form DEF 14A for annual meeting on June 3, 2010

File No. 1-33307

Dear Mr. Reynolds:

 Reference is made to the letter dated October 22, 2010 (“Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) to RadNet, Inc. (the “Company”). In reply to the Comment Letter, we submit the following responses. For your convenience, we have reprinted the Staff’s original comments, followed by our response.

Comment 1:

Form 10-K for the Year Ended December 31, 2009, filed on March 15, 2010

Note 2 — Summary of Significant Accounting Policies, page 57

Reclassification, page 57

1.

We note from your response to comment three of our letter dated September 3, 2010 that you believe adjusted EBITDA is a non-GAAP measure you consider important to the readers of your financial statements.  Please tell us why you do not discuss and analyze adjusted EBITDA in your filings considering its importance to readers of your financial statements.

Mr. Reynolds

Division of Corporation Finance

November 3, 2010

Page 2

Response:

 In recent years, the Company has included an analysis of adjusted EBITDA in connection with its earnings releases.  Those earnings releases have been filed in connection with current reports on Form 8-K and the Company has considered those reports as part of its filings.  The Company advises the Staff that in future filings, beginning with the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2010 and as long as management continues to believe that analysis of adjusted EBITDA provides meaningful information to readers of the Company’s financial statements, it will include a discussion of adjusted EBITDA in the MD&A section of its quarterly and annual reports, with a reconciliation of this non-GAAP measure with net income, as discussed in our response to Comment 2 below.

Comment 2:

Form 10-K for the Year Ended December 31, 2009, filed on March 15, 2010

Note 2 — Summary of Significant Accounting Policies, page 57

Reclassification, page 57

2.

We note that you reconcile adjusted EBITDA to income from operations.  We generally believe that net income is the GAAP measure most directly comparable to adjusted EBITDA when it is used as a performance measure.  Please reconcile adjusted EBITDA to net income or tell us why you do not believe it is the most directly comparable GAAP measure.

Response:

The Company confirms that in future filings, beginning with its next periodic report, it will include a reconciliation of adjusted EBITDA to net income.

Comment 3:

Part IV

Item 15, Exhibits

3.

We note your response five in your letter dated September 23, 2010 and reissue the comment.  The fact that exhibits 10.14, 10.17, 10.21, 10.23, 10.26, 10.27, 10.28, and 10.29 to the Form 10-K are no longer material contracts of the Company and have expired does not preclude the necessity to file these in their entirety, as these were material contracts when filed pursuant to Item 601(b)(10) of Regulation S-K.  As previously requested, exhibits 10.14, 10.17, 10.19, 10.21, 10.23, 10.26, 10.27, 10.28, 10.29 and 10.30 to the Form 10-K and Exhibit 10.1 to the Form 8-K filed April 6, 2010 are missing exhibits, schedules or attachments.  In your next periodic report, please file these exhibits in their entirety as required by Item 601(b)(10) of Regulation S-K or advise.

Mr. Reynolds

Division of Corporation Finance

November 3, 2010

Page 3

Response:

The Company confirms that it will re-file with its next periodic report, exhibits 10.14, 10.17, 10.19, 10.21, 10.23, 10.26, 10.27, 10.28, 10.29 and 10.30 to the Form 10-K and Exhibit 10.1 to the Form 8-K filed April 6, 2010 in their entirety, including any exhibits, schedules or attachments.

Comment 4:

DEF 14A for Annual Meeting on June 3, 2010

4.

We are unable to locate your response to comment seven from the September 3, 2010 letter and therefore we reissue that comment.  While we note the statement that you do not have a specific policy regarding diversity, you have not disclosed whether, and if so how, the nominating committee considers diversity in identifying nominees for directors, as required by Item 407(c)(2)(vi) of Regulation S-K.  Please confirm that you will provide such disclosure in future filings.  Please provide us with sample disclosure.

Response:

 The Company confirms that in future filings, it will disclose whether, and if so how, the nominating committee considers diversity in identifying nominees for directors as required by Item 407(c)(2)(vi) of Regulation S-K.

Set forth below is an example of the proposed disclosure in response to Item 407(c)(2)(vi) of Regulation S-K.

Mr. Reynolds

Division of Corporation Finance

November 3, 2010

Page 4

EXAMPLE DISCLOSURE

While we do not maintain a standing nominating committee or have a formal policy regarding the nomination process, the independent directors generally evaluate candidates in the context of the current board composition, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the independent directors consider experience, skills, and such other factors as they deem appropriate in order to maintain a balance of knowledge, experience and capability. Our Board of Directors does not have a formal policy with regard to the consideration of diversity in the identification of director nominees. However, as part of the evaluation of board composition, our independent directors consider the diversity of candidates to ensure that the board is comprised of individuals with a broad range of experiences and backgrounds who can contribute to the board's overall effectiveness in carrying out its responsibilities and who can represent diverse viewpoints on our board.   Our independent directors assess the effectiveness of our efforts when we annually evaluate the Board's composition as part of the annual nomination process.

* * *

We are available to discuss any supplemental comments or questions you may have by telephone if you so desire. If you would like to discuss these matters, please do not hesitate to contact me at (310) 445-2800.

Sincerely,

/s/ Howard G. Berger, M.D.

President and Chief Executive Officer

cc:           Jeffrey L. Linden, RadNet, Inc.

Mark Stolper, RadNet, Inc.

Linda Giunta Michaelson, Sheppard, Mullin, Richter & Hampton LLP

James A. Mercer III, Sheppard, Mullin, Richter & Hampton LLP

Evan Koo, Ernst & Young LLP

Harold Masor, Ernst & Young LLP

W02-WEST:8JRC1\403026565.3

October 22, 2010  Howard G. Berger, M.D.  Principal Executive Officer RadNet, Inc. 1510 Cotner Avenue Los Angeles, CA  90025         RE:  RadNet, Inc.
               Form 10-K for FYE December 31, 2009
               Filed March 15, 2010, amended March 31, 2010 and May 10, 2010;                DEF 14A for Annual Meeting on June 3, 2010                Filed April 23, 2010                File No. 1-33307

Dear Dr. Berger:          We have reviewed your respons e filed September 23, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.           Please respond to this letter with in ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.           After reviewing the information you provide in response to these comments, we may
have additional comments.  Form 10-K for the Year Ended D ecember 31, 2009, filed on March 15, 2010

 Note 2 – Summary of Significan t Accounting Policies, page 57

Reclassification, page 57

1. We note from your response to comment three of our letter dated September 3, 2010 that
you believe adjusted EBITDA is a non-GAAP measure you consider important to the
readers of your financial statements.  Please tell us why you do not discuss and analyze adjusted EBITDA in your filings considering its importance to readers of your financial
statements.

2. We note that you reconcile adjusted EBITDA to income from operations.  We generally
believe that net income is the GAAP measure most directly comparable to adjusted EBITDA when it is used as a performance measure.  Please reconcile adjusted EBITDA
to net income or tell us why you do not believe it is the most directly comparable GAAP
measure.

Howard G. Berger
RadNet, Inc. October 22, 2010 Page 2  Part IV

 Item 15. Exhibits

3. We note your response five in your lette r dated September 23, 2010 and we reissue
the comment.  The fact that exhibits 10.14, 10.17, 10.21, 10.23, 10.26, 10.27, 10.28, and 10.29 to the Form 10-K are no longer ma terial contracts of the Company and
have expired does not preclude the necessity to file these in their entirety, as these
were material contracts when filed pursuan t to Item 601(b)(10) of Regulation S-K.
As previously requested, exhibits 10.14, 10.17, 10.19, 10.21, 10.23, 10.26, 10.27, 10.28, 10.29, and 10.30 to the Form 10-K and Exhibit 10.1 to the Form 8-K filed April 6, 2010 are missing exhibits, schedules or attachments.  In your next periodic
report, please file these exhi bits in their entirety as re quired by Item 601(b)(10) of
Regulation S-K or advise.

DEF 14A for Annual Meeting on June 3, 2010

4. We are unable to locate your response to  comment seven from the September 3, 2010
letter and therefore we rei ssue that comment. While we note the statement that you do
not have a specific policy rega rding diversity, you have not disclosed whether, and if
so how, the nominating committee considers diversity in identifying nominees for
directors, as required by Item  407(c)(2)(vi) of Regulation S-K.  Please confirm that
you will provide such disclosure in future filings.  Please provide us with sample disclosure.
  Closing Comments

              You may contact Brian Mc Allister, staff accountant at  (202) 551-3341 or Ryan
Milne, accounting reviewer at (202) 551-3688 if  you have questions regarding comments on
the financial statements and related matters.  Please contact Janice McGuirk, examiner, at
(202) 551-3395 or Pam Howell, legal reviewer, at (202) 551-3357 with any other questions.

Sincerely,
               John Reynolds,
Assistant Director
 cc:  Linda G. Michaelson, Esq.        Via facsimile at (310) 228-3701

Howard G. Berger
RadNet, Inc. October 22, 2010 Page 3

CORRESP
1
filename1.htm

    radnet_corr-092310.htm

September 23, 2010

VIA EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3720

Washington, DC 20549

 Re:

RadNet, Inc.

Form 10-K for fiscal year ended December 31, 2009, as amended

Form DEF 14A for annual meeting on June 3, 2010

File No. 1-33307

Dear Mr. Reynolds:

 Reference is made to your letter dated September 3, 2010 (“Comment Letter”) from your office to RadNet, Inc. (the “Company”). In reply to your Comment Letter, we submit the following responses. For your convenience, we have reprinted the Staff’s original comments, followed by our response.

Comment 1:

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 34

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008, page 37

1.

We note your tables providing the percentages of payments by both modality and payor, and average dollar payments by modality for each of the last three fiscal years at page 11 within your Form 8-K filed March 15, 2010.  One of the principal objectives of MD&A is to give readers a view of the company through the eyes of management by providing an analysis of the business.  Please tell us whether your respective percentages of payments by payor or modality and your average dollar payments by modality represent key measures by which you manage your business, and if so, expand your MD&A to disclose and analyze such measures.  Alternatively, tell us why such analysis would not be material to an investor's understanding of your business.  Refer to FRC 501.12.b.1. for additional guidance.

Mr. Reynolds

Division of Corporation Finance

September 23, 2010

Page 2

Response:

With respect to percentages of payments by payor or modality and average dollar payments by modality, the Company advises the Staff that such measures, although important to an investor's understanding of the Company's revenue mix, are not measures by which the Company manages its business.  While the Company believes it is important to have a diverse mix of payors to mitigate its exposure to possible unfavorable reimbursement trends within any one payor class, the Company does not manage its business to obtain any certain percentage of revenue from any particular payor class.  A discussion of the Company's relationships with payors and its payor mix is currently included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 at various pages, including page 6 under "Our Strong Relationships with Payors and Diversified Payor Mix", page 10 under "Payors" and page 36 under "Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview – Business Overview".  With respect to modalities, the Company believes it is important to have multi-modality sites to provide a full range of services in order to increase patient throughput and to lessen exposure to reimbursement changes in any specific modality; however, the Company does not manage its business to obtain any certain percentage of revenue from any particular modality.  A discussion of the Company's "multi-modality" strategy is currently included in its 10-K at various pages, including page 5 under "Our Comprehensive 'Multi-Modality' Diagnostic Imaging Offering".  Accordingly, because the Company does not manage its business to specific thresholds based on percentages of payments by payor or modality, the Company believes that its current discussion of such measures as noted above provides investors with sufficient information to understand these measures in relation to the Company's business.

Comment 2:

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 34

Operating Expenses. page 37

2.

If you continue to present this table please remove the characterization "Operating expenses" from the subtotal preceding depreciation and amortization. We refer you to the definition of non-operating expenses in Rule 5-03(b)(9) of Regulation S-X.

Response:

The Company confirms that in future filings, where the referenced table is included, it will remove the characterization “Operating expenses” from the subtotal preceding depreciation and amortization.

Mr. Reynolds

Division of Corporation Finance

September 23, 2010

Page 3

Comment 3:

Notes to Consolidated Financial Statements, page 56

Note 2 — Summary of Significant Accounting Policies, page 57

Reclassification. page 57

3.

We note your disclosure describing the reclassification of management fees billed to your non-consolidated joint ventures.  Please tell us the amount of these reclassifications in each of the presented periods and provide additional detail describing the nature of these transactions.  Explain for us the accounting basis for your revised classification, including any relevant guidance.  Tell us why you have not classified the adjustment as a correction of an error, in accordance with ASC 250-10-45-23.

Response:

The Company has eight unconsolidated joint ventures with ownership interests ranging from 22% to 50%. These joint ventures represent partnerships with hospitals, health systems or radiology practices and were formed for the purpose of owning and operating diagnostic imaging centers.  Professional services at the joint venture diagnostic imaging centers are performed by contracted radiology practices or a radiology practice that participates in the joint venture.  The Company’s investment in these joint ventures is accounted for under the equity method in accordance with ASC 323, Investments – Equity Method and Joint Ventures.

The Company charges management services fees to the imaging centers underlying these joint ventures for management services, including billing and collections, accounting and other administrative functions.  During the years ended December 31, 2008 and 2007, the Company billed these joint ventures management services fees in the aggregate approximately $7.3 million and $4.4 million, respectively.  The portion of these management fees associated with our respective ownership interests in these joint ventures was approximately $3.3 million and $1.9 million for the years ended December 31, 2008 and 2007, respectively.  In following the guidance of ASC 323-10-35-7, which requires that intra-entity profits and losses be eliminated until realized by the investor or investee as if the investee were consolidated, the Company reclassified such inter-entity management fees in its consolidated statement of operations for the years ended December 31, 2008 and 2007 by eliminating its portion of management service fees from net revenue to equity in earnings of joint ventures to be consistent with the 2009 presentation.

Mr. Reynolds

Division of Corporation Finance

September 23, 2010

Page 4

In accordance with ASC 250-10-45-23, because these inter-entity profits represented only 0.7% and 0.4% of net revenue for the years ended December 31, 2008 and 2007, respectively, the reclassification did not materially impact the trend in revenues, and the reclassification had no effect on reported net loss and net loss per share, nor did the reclassification have any impact on Adjusted EBITDA (a non-GAAP measure the Company considers important to the readers of its financial statements) for these reporting periods, therefore, we determined that this reclassification was not material to our 2008 and 2007 consolidated financial statements taken as a whole to be considered a correction of an accounting error. Consequently, the Company reported this change as a reclassification entry and made the appropriate disclosures in the footnotes to our financial statements.

Comment 4:

Notes to Consolidated Financial Statements, page 56

Note 3 —Facility Acquisitions, page 61

4.

Please disclose the information required by FASB ASC 805-10-50-2b. through 2e. in future filings for individually immaterial business combinations occurring during the reporting period that are collectively material.  See FASB ASC 805-10-50-3.  Specifically, expand your discussion to disclose the requirements prescribed by FASB ASC 805-10-50-2f. and h.  Please provide us with an example of your revised disclosure.

Response:

The Company advises the Staff that in future filings it will disclose the information required by FASB ASC 805-10-50-2e. through 2h for any individually immaterial business combinations occurring during the reporting period that are collectively material.

Set forth below is an example of a proposed note to the financial statements, addressing the information requested by the Staff with respect to individually immaterial business combinations for 2009, as if they were collectively material.

Mr. Reynolds

Division of Corporation Finance

September 23, 2010

Page 5

EXAMPLE NOTE DISCLOSURE –

NOTE __ -- MATERIAL FACILITY ACQUISITIONS

"During the year ended December 31, 2009, we acquired the assets and businesses of certain diagnostic imaging facilities that we determined were individually immaterial but are material collectively.  Accordingly, as required under ASC 805-10-50, we are providing below certain additional disclosures on an aggregate basis relating to the following businesses acquired during the year ended December 31, 2009 (see Note 3):

●

Chesapeake Urology Associates

●

Ridgewood Diagnostics

●

Medical Resources

●

Inter-County Imaging

●

Elite Diagnostic Imaging

●

Unity Hospital

The total purchase price and the allocation of the purchase price for the above businesses (collectively, the “Group”) is as follows:

(in thousands)

Value of stock issued by RadNet to the Group

$
129

Cash

6,090

Total purchase price

$
6,219

Under the purchase method of accounting, the total estimated purchase price shown above is allocated to the Group’s net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values of the acquired assets and liabilities assumed as of the date of each individual acquisition.  The following table summarizes the aggregate purchase price allocation.

(in thousands)

Current assets

$
134

Property and equipment, net

4,424

Identifiable intangible assets

675

Goodwill

1,224

Other assets

80

Current liabilities

(318
)

Total purchase price

$
6,219

Mr. Reynolds

Division of Corporation Finance

September 23, 2010

Page 6

We have estimated the fair value of tangible assets acquired and liabilities assumed. Some of these estimates are subject to change, particularly those estimates relating to the valuation of property and equipment and identifiable intangible assets. The final allocation of the purchase price will be based upon the fair value of assets and liabilities assumed, and in some cases, we use the services of an external valuation firm to assist us in determining the fair values.

CURRENT ASSETS: We valued current assets at their respective carrying amounts as we believe that these amounts approximate their current fair values.

IDENTIFIABLE INTANGIBLE ASSETS: We expect identifiable intangible assets acquired to include trade names and covenants not to compete.  Trade names represent the value of branding in the community.  Covenants not to compete are contracts entered into with certain former members of management of the Group on the date of acquisition of the applicable business.

Identifiable intangible assets consist of:

(in thousands)

Estimated

Fair Value

Estimated Amortization Period

Annual

Amortization

Trade Name

$
250

     Indefinite

Not applicable

Covenants not to compete

425

 2 years

212

Intangible assets are being amortized using the straight-line method, considering the pattern in which the economic benefits of the intangible assets are consumed.

GOODWILL: Approximately $1,224,000 has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets and liabilities. Management evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable.  Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair value of a reporting unit is estimated using a combination of the income or discounted cash flows approach and the market approach, which uses comparable market data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any.  We tested goodwill for impairment on October 1, 2009.

Mr. Reynolds

Division of Corporation Finance

September 23, 2010

Page 7

The revenue and earnings of the Group included in the Company’s consolidated income statement from the respective actual acquisition dates of each business in the Group to the period ended December 31, 2009 are as follows:

Net revenue

$
21,594,000

Net income

2,656,000

The following unaudited pro forma financial information for the years ended December 31, 2009 and 2008 represents the combined results of operations of the Company and the Group as if the Group’s acquisition had occurred on a single date of January 1, 2008.  The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had the Group constituted a single entity during such periods.

Years Ended

December 31,

2009

2008

Pro forma net revenue

$
532,907,000

$
506,678,000

Pro forma net loss

(941,000
)

(11,688,000
)

Pro forma net loss per share

$
(0.03
)

$
(0.33
)

Comment 5:

Part IV

Item 15, Exhibits

5.

We note that exhibits 10.14, 10.17, 10.19, 10.23 10.21, 10.26, 10.27, 10.28, 10.29, and 10.30 to the Form 10-K and Exhibit 10.1 to the Form 8-K filed April 6, 2010 do not appear to be executed copies, in that they appear to have some blank spaces.  In your next periodic report, please file these exhibits in their entirety as required by Item 601(b)(10) of Regulation S-K or advise.

Mr. Reynolds

Division of Corporation Finance

September 23, 2010

Page 8

Response:

The Company advises the Staff that although the exhibits to the 10-K identified above inadvertently did not include the conformed signature pages, the exhibits as filed were the final executed versions.  The agreements identified as exhibits 10.14, 10.17, 10.21, 10.23, 10.26, 10.27, 10.28 and 10.29 to the Form 10-K are no longer material contracts of the Company.  Each of these agreements expired in April 2010 and the Company has no further performance obligations under any of the agreements.  In addition, each agreement was entered into more than two years ago.  Accordingly, the Company believes that they are no longer material contracts within the meaning of Item 601(b)(10) of Regulation S-K and that it is not necessary to re-file these exhibits.  The Company confirms that it will file exhibits 10.19 and 10.30 to the Form 10-K in their entirety with the Company’s next periodic report.  With respect to Exhibit 10.1 to the Form 8-K filed April 6, 2010, the Company has confirmed that the filed version did not have blank spaces and was not otherwise missing any conformed signatures.  Accordingly, the Company does not believe it is necessary to refile Exhibit 10.1 to the Form 8-K filed April 6, 2010.

Comment 6:

Part IV

Item 15, Exhibits

6.

In addition, we note that exhibits 10.15, 10.16, 10.18, 10.20, 10.22, and 10.24 were filed in an improper electronic format.  Please note that while you may file electronic documents as an image as an unofficial copy, you must still file your exhibits with an acceptable electronic format.  Refer to Rule 102(a) of Regulation S-T and Section 2.1 of Volume II of the EDGAR Filer Manual.

Response:

The

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

                 DIVISION OF
       CORPORATION FINANCE

September 7, 2010
 Howard G. Berger, M.D. Principal Executive Officer RadNet, Inc. 1510 Cotner Avenue Los Angeles, CA 90025
Re: RadNet, Inc.
  Registration Statement on Form S-4
Filed August 30, 2010
  File No. 333-169107

Dear Mr. Berger:
 We have limited our review of your registration st atement to those issues we have addressed in
our comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropria te, please tell us why in your response.
 After reviewing any amendment to your regist ration statement and the information you provide
in response to these comments, we may have additional comments.

1. Please contact us regarding a request for accelerat ion for the Form S-4 at the completion of the
staff’s review of your Form 10-K for the fiscal year ended December 31, 2009.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the filing includes the information the Secu rities Act of 1933 and all applicable
Securities Act rules require.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.
Notwithstanding our comments, in the event you re quest acceleration of th e effective date of
the pending registration statement please prov ide a written statement from the company
acknowledging that:

Howard G. Berger, M.D.
RadNet, Inc.
September 7, 2010
Page 2

• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of th e effective date of the registrati on statement as confirmation of the
fact that those requesting acceleratio n are aware of their respective responsibilities under the Securities
Act of 1933 and the Securities Exchange Act of 1934 as they relate to the propos ed public offering of
the securities specified in the above registration statement.  Please allow adequate time for us to review
any amendment prior to the requested effective date of the registration statement.

Please contact Susann Reilly at (202) 551-3236 or James Lopez at (202) 551-3536 with any
questions.
Sincerely,     John Reynolds
       A s s i s t a n t  D i r e c t o r
Office of Beverages, Apparel and  Health Care Services
cc:  Linda G. Michaelson, Esq. Via facsimile at 310-228-3701

September 3, 2010                                                                                                        Howard G. Berger, M.D.  Principal Executive Officer RadNet, Inc. 1510 Cotner Avenue Los Angeles, CA  90025         RE:  RadNet, Inc.
               Form 10-K for FYE December 31, 2009
               Filed March 15, 2010, amended March 31, 2010 and May 10, 2010;                DEF 14A for Annual Meeting on June 3, 2010                Filed April 23, 2010                File No. 1-33307

Dear Dr. Berger:          We have reviewed your filings a nd have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.           Please respond to this letter with in ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.
          After reviewing the information you provide in response to these comments, we may
have additional comments.  Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 34
 Year Ended December 31, 2009 Compared to  the Year Ended December 31, 2008, page 37

1. We note your tables providing the percentages of payments by both modality and
payor, and average dollar payments by modality for each of the last three fiscal years
at page 11 within your Form 8-K file d March 15, 2010.  One of the principal
objectives of MD&A is to gi ve readers a view of the company through the eyes of
management by providing an analysis of th e business.  Please tell us whether your
respective percentages of payments by pa yor or modality and your average dollar
payments by modality represent key measures by which you manage your business, and if so, expand your MD&A to disclose a nd analyze such measures.  Alternatively,
tell us why such analysis would not be mate rial to an investor’s  understanding of your
business.   Refer to FRC 501.12.b.1. for additional guidance.

Howard G. Berger, M.D.
RadNet, Inc. September 3, 2010 Page 2  Operating Expenses, page 37

2. If you continue to present this table pl ease remove the characterization “Operating
expenses” from the subtotal preceding depr eciation and amortization.  We refer you
to the definition of non-operating expenses in Rule 5-03(b)(9) of Regulation S-X.
 Notes to Consolidated Financial Statements, page 56

 Note 2 – Summary of Significan t Accounting Policies, page 57

 Reclassification, page 57

3. We note your disclosure describing the reclas sification of management fees billed to
your non-consolidated joint ventures.  Please tell us the amount of these
reclassifications in each of the presente d periods and provide additional detail
describing the nature of these transactions .  Explain for us the accounting basis for
your revised classification, in cluding any relevant guidan ce.  Tell us why you have
not classified the adjustment as a correcti on of an error, in accordance with ASC 250-
10-45-23.
   Note 3 – Facility Acquisitions, page 61

4. Please disclose the information require d by FASB ASC 805-10-50-2e. through 2h. in
future filings for individually immaterial business combinations occurring during the reporting period that are collectively material.  See FASB ASC 805-10-50-3.
Specifically, expand your discussion to di sclose the requirements prescribed by
FASB ASC 805-10-50-2f. and h.  Please provide us with an example of your revised
disclosure.
Part IV

 Item 15. Exhibits

5. We note that exhibits 10.14, 10.17, 10.19, 10.23 10.21, 10.26, 10.27, 10.28, 10.29,
and 10.30 to the Form 10-K and Exhibit 10.1 to the Form 8-K filed April 6, 2010  do
not appear to be executed copies, in that th ey appear to have some blank spaces.  In
your next periodic report, please file these e xhibits in their entirety as required by
Item 601(b)(10) of Regulation S-K or advise.

6. In addition, we note that exhibits 10.15, 10.16, 10.18, 10.20, 10.22, and 10.24 were
filed in an improper electronic format.  Pl ease note that while you may file electronic
documents as an image as an unofficial copy, you must still file your  exhibits with an
acceptable electronic format.  Refer to Rule  102(a) of Regulation S-T and Section 2.1
of Volume II of the EDGAR Filer Manual

Howard G. Berger, M.D.
RadNet, Inc. September 3, 2010 Page 3  DEF 14A for Annual Meeting on June 3, 2010

7. While we note the statement that you do not have a specifi c policy regarding
diversity, you have not disclosed whether,  and if so how, the nominating committee
considers diversity in iden tifying nominees for directors, as required by Item
407(c)(2)(vi) of Regulation S-K.  Pleas e confirm that you will provide such
disclosure in future filings.
  Closing Comments

             We urge all persons who ar e responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
             In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Brian Mc Allister, staff accountant at (202) 551-3341 or Ryan
Milne, accounting reviewer at (202) 551-3 688 if you have questions regarding comments on
the financial statements and related matters.  Please contact Janice McGuirk, examiner, at
(202) 551-3395 or Pam Howell, legal reviewer, at (202) 551-3357 with any other questions.

Sincerely,
             John Reynolds,
Assistant Director
cc:  via fax (310) 445-2980

Howard G. Berger, M.D.
RadNet, Inc. September 3, 2010 Page 4

Mail Stop 3561

       November 14, 2008

Howard G. Berger, M.D.
Principal Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California  90025

 Re: RadNet, Inc.
  Form 10-K for Fiscal Year Ended
  December 31, 2007
  Filed February 29, 2008
  File No. 001-10593

Dear Dr. Berger:

 We have completed our review of your Form 10-K and have no further comments
at this time.

       S i n c e r e l y ,

       John Reynolds
       A s s i s t a n t  D i r e c t o r

cc: Jeffrey Linden, Esq.
 FAX:  (310) 445-2980

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                             [COMPANY'S LETTERHEAD]

November 4, 2008

VIA EDGAR AND FEDEX

Mr. John Reynolds, Assistant Director
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F. Street, N.E.
Washington, D.C. 20549

         Re:  RadNet, Inc. - Form 10-K for Fiscal Year Ended December 31, 2007,
              Filed on February 29, 2008 (File No. 001-10593)
              -----------------------------------------------------------------

Dear Mr. Reynolds:

         We are responding to the comments in your letter to RadNet, Inc., dated
October 22, 2008, concerning our Form 10-K referred to above.

         Set forth below are our responses to the Staff's comments. For your
convenience, we have included each of the Comments in italicized text before the
corresponding response.

RESPONSES:

SCHEDULE 14A
------------

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS, PAGE 29
---------------------------------------------------------

     1.  WE NOTE YOUR RESPONSE TO COMMENT ONE OF OUR LETTER DATED SEPTEMBER 8,
         2008 THAT YOU DO NOT CURRENTLY USE PERFORMANCE TARGETS BUT MAY
         ESTABLISH THEM IN THE FUTURE. PLEASE CONFIRM THAT IF YOU DO SET TARGETS
         YOU WILL DISCLOSE THE SPECIFIC PERFORMANCE TARGETS USED OR PROVIDE A
         SUPPLEMENTAL ANALYSIS AS TO WHY IT IS APPROPRIATE TO OMIT SUCH
         DISCLOSURE PURSUANT TO INSTRUCTION 4 TO ITEM 402 OF REGULATION S-K.

         We confirm that if we do set performance targets, we will disclose the
         specific performance targets used or we will provide a supplemental
         analysis as to why it is appropriate to omit such disclosure pursuant
         to Instruction 4 to Item 402 of Regulation S-K.

<PAGE>

Mr. Reynolds
November 4, 2008
Page 2

         If you have any questions, please contact me at (310) 445-2840.

                                                 Very truly yours,

                                                 /S/ DR. HOWARD G. BERGER
                                                 -------------------------------
                                                 Dr. Howard G. Berger
                                                 Chief Executive Officer

cc:      Mr. David Swartz, Audit Committee Chairman, RadNet, Inc.
         Mr. Jeffrey Linden, Executive Vice President and General Counsel,
           RadNet, Inc.
         Linda Michaelson, Esq.
</TEXT>
</DOCUMENT>

Mail Stop 3561

 October 22, 2008

Howard G. Berger, M.D.
Principal Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California  90025

Re: RadNet, Inc.
 Form 10-K for Fiscal Year Ended
December 31, 2007
Filed February 29, 2008
 File No. 001-10593

Dear Dr. Berger:

We have reviewed your response later dated September 11, 2008 and have the
following comment.  We have asked you to provide us with additional information so we
may better understand your disclosure.  Pleas e do so within the time frame set forth
below.  You should comply with the comment in  all future filings, as applicable.  Please
confirm in writing that you will do so and also explain to us how you intend to comply,
within the time frame set fort h below.  Please understand th at after our review of your
response, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment.  Feel free to call us at the
telephone numbers listed at th e end of this  letter.

Schedule 14A

Compensation of Directors and Executive Officers, page 29

1. We note your response to comment one of our letter dated September 8, 2008 that
you do not currently use performance targets but may establish them in the future.
Please confirm that if you do set targ ets you will disclose the specific

Dr. Howard G. Berger
RadNet, Inc.
October 22, 2008 Page 2
performance targets used or provide a supplemental analysis as to why it is
appropriate to omit such disclosure purs uant to Instruction 4 to Item 402 of
Regulation S-K.

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 Any questions may be directed to Cath ey Baker at (202) 551-3326 or to James
Lopez, who supervised the review  of your filing, at (202) 551-3790.

Sincerely,

 John Reynolds
Assistant Director

cc: Jeffrey Linden, Esq.
 FAX:  (310) 445-2980

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                            [RADNET, INC. LETTERHEAD]

September 11, 2008

VIA EDGAR AND FEDEX

Mr. John Reynolds, Assistant Director
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F. Street, N.E.
Washington, D.C. 20549

      Re:   RadNet, Inc. - Form 10-K for Fiscal Year Ended December 31, 2007,
            Filed on February 29, 2008 (File No. 001-10593)

Dear Mr. Reynolds:

      We are responding to the comments in your letter to RadNet, Inc., dated
September 8, 2008, concerning our Form 10-K referred to above.

      Set forth below are our responses to the Staff's comments. For your
convenience, we have included each of the Comments in italicized text before the
corresponding response.

RESPONSES:

SCHEDULE 14A
------------

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS, PAGE 29
---------------------------------------------------------

      1.    WE NOTE YOUR RESPONSE TO PRIOR COMMENT ONE AND THE STATEMENT THAT
            YOU DO NOT CURRENTLY USE PERFORMANCE TARGETS. WE NOTE, HOWEVER,
            DISCLOSURE ON PAGE 25 OF YOUR PROXY STATEMENT INDICATING THAT YOU
            AND THE CEO INTEND TO REVIEW "STRATEGIC OBJECTIVES AND PERFORMANCE
            TARGETS" AND THAT YOU WILL REVIEW THE APPROPRIATENESS OF THE
            FINANCIAL MEASURES USED IN INCENTIVE PLANS AND THE DEGREE OF
            DIFFICULTY IN ACHIEVING SPECIFIC PERFORMANCE TARGETS. YOU ALSO STATE
            ON PAGE 25 THAT CORPORATE PERFORMANCE OBJECTIVES "TYPICALLY ARE
            ESTABLISHED ON THE BASIS OF A TARGETED RETURN ON CAPITAL" USED FOR
            THE COMPANY OR A PARTICULAR BUSINESS UNIT. WITH A VIEW TO DISCLOSURE
            IN FUTURE FILINGS, PLEASE ADVISE US OF THE "STRATEGIC OBJECTIVES AND
            PERFORMANCE TARGETS" REFERENCED ON PAGE 25. IT IS UNCLEAR WHAT THOSE
            TARGETS RELATE TO AND WHY THEY ARE NOT RELEVANT TO PRIOR COMMENT
            ONE. FOR EXAMPLE, IT IS UNCLEAR IF THE COMPANY CONSIDERED USING
            PERFORMANCE TARGETS BUT LATER DECIDED OTHERWISE. ADVISE US OF WHAT
            DISCLOSURE THE COMPANY INTENDS TO PROVIDE IN FUTURE FILINGS
            REGARDING THESE TARGETS. WE MAY HAVE FURTHER COMMENT.

<PAGE>

Mr. Reynolds
September 11, 2008
Page 2

      We apologize for the confusion we have caused regarding our performance
      objectives. We do engage in an active dialogue with the Chief Executive
      Officer concerning strategic objectives and performance targets. However,
      as a result of those discussions, we did not set any performance targets
      for the fiscal year ended December 2007. We may establish performance
      objectives in the future and that may be done on the basis of a targeted
      return on capital, per our disclosure. Assuming our process does not
      change, we propose to include the following disclosure in future filings:

            "PERFORMANCE OBJECTIVES

            Our process begins with determining whether we will establish
            individual and corporate performance objectives for senior executive
            officers in each fiscal year. We engage in an active dialogue with
            the Chief Executive Officer concerning whether to use strategic
            objectives and performance targets. Corporate performance objectives
            may be established on the basis of a targeted return on capital
            employed for RadNet or a particular business unit."

      If you have any questions, please contact me at (310) 478-7808.

                                                Very truly yours,

                                                /s/ Dr. Howard G. Berger

                                                Dr. Howard G. Berger
                                                Chief Executive Officer

cc:      Mr. David Swartz, Audit Committee Chairman, RadNet, Inc.
         Mr. Jeffrey Linden, Executive Vice President and General Counsel,
         RadNet, Inc.
         Linda Michaelson, Esq.

</TEXT>
</DOCUMENT>

Mail Stop 3561

 September 8, 2008

Howard G. Berger, M.D.
Principal Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California  90025

Re: RadNet, Inc.
 Form 10-K for Fiscal Year Ended
December 31, 2007
Filed February 29, 2008
 File No. 001-10593

Dear Dr. Berger:

We have reviewed your response late r dated August 12, 2008 and have the
following comment.  We have asked you to provide us with additional information so we
may better understand your disclosure.  Pleas e do so within the time frame set forth
below.  You should comply with the comment in  all future filings, as applicable.  Please
confirm in writing that you will do so and also explain to us how you intend to comply,
within the time frame set fort h below.  Please understand th at after our review of your
response, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment.  Feel free to call us at the
telephone numbers listed at th e end of this  letter.

Schedule 14A

Compensation of Directors and Executive Officers, page 29

1. We note your response to prior comment one and the statement that you do not
currently use performance targets.  We note, however, disclosure on page 25 of
your proxy statement indicating that you and the CEO intend to review “strategic

Dr. Howard G. Berger
RadNet, Inc.
September 8, 2008 Page 2
objectives and performance targets” and th at you will review the appropriateness
of the financial measures used in incen tive plans and the degree of difficulty in
achieving specific performance targets.  Y ou also state on page 25 that corporate
performance objectives “typically are established on the basis of a targeted return
on capital” used for the company or a part icular business unit.  With a view to
disclosure in future filings, please advise us of the “strategic objectives and performance targets” referenced on page 25.  It is unclear what those targets relate
to and why they are not relevant to prio r comment one.  For example, it is unclear
if the company considered using performan ce targets but later decided otherwise.
Advise us of what disclosure the company intends to provide in future filings regarding these targets.  We  may have further comment.

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 Any questions may be directed to Cath ey Baker at (202) 551-3326 or to James
Lopez, who supervised the review  of your filing, at (202) 551-3790.

Sincerely,

 John Reynolds
Assistant Director

cc: Jeffrey Linden, Esq.
 FAX:  (310) 445-2980

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

<PAGE>

                             [COMPANY'S LETTERHEAD]

August 12, 2008

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. John Reynolds, Assistant Director
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F. Street, N.E.
Washington, D.C. 20549

         Re:      RadNet, Inc. -Form 10-K for Fiscal Year Ended December 31,
                  ----------------------------------------------------------
                  2007, Filed on February 29, 2008 (File No. 001-10593)
                  -----------------------------------------------------

Dear Mr. Reynolds:

         We are responding to the comments in your letter to RadNet, Inc., dated
August 8, 2008, concerning our Form 10-K referred to above.

         Set forth below are our responses to the Staff's comments. For your
convenience, we have included each of the Comments in italicized text before the
corresponding response.

RESPONSES:

SCHEDULE 14A
------------

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS, PAGE 29
---------------------------------------------------------

     1.  WE NOTE THE STATEMENT ON PAGE 24 THAT IN JANUARY 2007 THE BOARD FORMED
         A COMMITTEE TO DETERMINE SALARIES AND "INCENTIVE COMPENSATION." YOU
         ALSO DISCUSS COMPENSATION TIED TO PERFORMANCE UNDER "PERFORMANCE
         OBJECTIVES" ON PAGE 25, "PERFORMANCE CRITERIA" ON PAGE 33, AND
         ELSEWHERE. PLEASE ADVISE US WHETHER THE COMPANY USES PERFORMANCE
         TARGETS IN SETTING, EVALUATING, OR PROVIDING COMPENSATION. PLEASE
         CONFIRM THAT IN FUTURE FILINGS YOU WILL DISCLOSE THE SPECIFIC
         PERFORMANCE TARGETS USED TO DETERMINE INCENTIVE AMOUNTS OR PROVIDE A
         SUPPLEMENTAL ANALYSIS AS TO WHY IT IS APPROPRIATE TO OMIT THESE TARGETS
         PURSUANT TO INSTRUCTION 4 TO ITEM 402(b) OF REGULATION S-K. GENERAL
         STATEMENTS REGARDING THE LEVEL OF DIFFICULTY, OR EASE, ASSOCIATED WITH
         ACHIEVING PERFORMANCE GOALS EITHER CORPORATELY OR INDIVIDUALLY ARE NOT
         SUFFICIENT. IN DISCUSSING HOW LIKELY IT WILL BE FOR THE COMPANY TO
         ACHIEVE THE TARGET LEVELS OR OTHER FACTORS, PROVIDE AS MUCH DETAIL AS
         NECESSARY WITHOUT PROVIDING INFORMATION THAT POSES A REASONABLE RISK OF
         COMPETITIVE HARM.

         We respectfully submit to you that we do not currently use performance
         targets in setting, evaluating, or providing compensation.

<PAGE>

Mr. Reynolds
August 12, 2008
Page 2

SUMMARY COMPENSATION TABLE, PAGE 29
-----------------------------------

     2.  WE NOTE REFERENCES TO COMPENSATION PAID TO EXECUTIVE OFFICERS BY BRMG
         ON PAGES 29, 37, AND ELSEWHERE. WITH A VIEW TO DISCLOSURE IN FUTURE
         FILINGS, ADVISE US IF THE COMPENSATION COMMITTEE'S OBJECTIVES AND
         PROCESS FOR DETERMINING COMPENSATION ARE THE SAME REGARDLESS OF WHETHER
         PAYMENTS ARE FROM THE COMPANY OR BRMG.

         We respectfully submit to you that the compensation committee's
         objectives and process for determining compensation are the same
         regardless of whether payments are from the company or BRMG. We will
         disclose that information in future filings, if that is acceptable to
         the staff.

SUMMARY COMPENSATION TABLE, PAGE 29
-----------------------------------

     3.  WE NOTE YOU DISCLOSE THAT BRMG PAID 79% OF ITS GROSS AMOUNTS COLLECTED
         FOR THE PROFESSIONAL SERVICES IT RENDERED FOR THE YEAR ENDED DECEMBER
         31, 2007. IN FUTURE FILINGS, IN ADDITION TO THE PERCENTAGE AMOUNT,
         PLEASE DISCLOSE THE DOLLAR AMOUNT OF PAYMENTS FROM BRMG, OR ADVISE. SEE
         ITEM 404(a)OF REGULATION S-K.

         We respectfully submit to you that, in future filings, we will disclose
         the dollar amount of payments from BRMG in addition to the percentage
         amount.

         In connection with this response, we hereby acknowledge that:

         o        The company is responsible for the adequacy and accuracy of
                  the disclosure in the filings;

         o        Staff comments or changes to disclosure in response to staff
                  comments in the filings reviewed by the staff do not foreclose
                  the Commission from taking any action with respect to the
                  filing; and

         o        The company may not assert staff comments as a defense in any
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

<PAGE>

Mr. Reynolds
August 12, 2008
Page 3

         If you have any questions, please contact me at (310) 478-7808.

                                                      Very truly yours,

                                                      /s/ Howard G. Berger
                                                      --------------------
                                                      Dr. Howard G. Berger
                                                      Chief Executive Officer

cc:      Mr. David Swartz, Audit Committee Chairman, RadNet, Inc.
         Mr. Jeffrey Linden, Executive Vice President and General Counsel,
         RadNet, Inc.
         Linda Michaelson, Esq.

</TEXT>
</DOCUMENT>

Mail Stop 3561

 August 8, 2008

Howard G. Berger, M.D.
Principal Executive Officer
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, California, New York  90025

Re: RadNet, Inc.
 Form 10-K for Fiscal Year Ended
December 31, 2007
Filed February 29, 2008
 File No. 001-10593

Dear Dr. Berger:

 We have reviewed your filing and ha ve the following comments.  Please
understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overa ll disclosure in your
filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Schedule 14A

Compensation of Directors and Executive Officers, page 29

1. We note the statement on page 24 that  in January 2007 the board formed a
committee to determine salaries and “in centive compensation.”  You also discuss
compensation tied to performance under “Performance Objectives” on page 25,
“Performance Criteria” on page 33, and el sewhere.  Please advise us whether the
company uses performance targets in setting, evaluating, or providing
compensation.  Please confirm that in futu re filings you will disclose the specific
performance targets used to determine incentive amounts or provide a supplemental analysis as to why it is appr opriate to omit these targets pursuant to
Instruction 4 to Item 402(b) of Regulation S-K.  General statements regarding the level of difficulty, or ease, associated with achieving performance goals either

Dr. Howard G. Berger
RadNet, Inc.
August 8, 2008 Page 2
corporately or individually are not sufficien t.  In discussing how likely it will be
for the company to achieve the target leve ls or other factors, provide as much
detail as necessary without providing info rmation that poses a reasonable risk of
competitive harm.

Summary Compensation Table, page 29

2. We note references to compensation paid to executive officers by BRMG on
pages 29, 37, and elsewhere.  With a view to disclosure in future filings, advise us if the compensation committee’s objec tives and process for determining
compensation are the same regardless of whether payments are from the company or BRMG.

Certain Relationships and Relate d Party Transactions, page 37

3. We note you disclose that BRMG paid 79% of its gross amounts collected for the professional services it rendered for the year ended December 31, 2007.  In future filings, in addition to the percentage amount, please disc lose the dollar amount of
payments from BRMG, or advise.  See Item 404(a) of Regulation S-K.

    * * * * * *

Closing comments

 As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response.  Please understand that we may have additional comments after reviewin g your response to our comment.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Dr. Howard G. Berger
RadNet, Inc.
August 8, 2008 Page 3
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Any questions may be directed to Cath ey Baker at (202) 551-3326 or to James
Lopez, who supervised the review  of your filing, at (202) 551-3790.

Sincerely,

 John Reynolds
Assistant Director

cc: Jeffrey Linden, Esq.
 FAX:  (310) 445-2980

STOP 3561

         April 15, 2008

Howard G. Berger, CEO
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA 90025

 Re:      RadNet, Inc.
   Form 10-K/T for the Transition Period from
   November 1, 2006 to December 31, 2006
   Filed April 17, 2007
   File No. 001-33307

Dear Mr. Berger:

 We have completed our review of your Form 10-K/T and have no further
comments at this time.

 Sincerely,

John Reynolds
Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

<PAGE>

                              (COMPANY LETTERHEAD)

January 3, 2008

VIA EDGAR AND FEDEX

Ms. Susann Reilly
U.S. Securities and Exchange Commission Mail Stop 3561 100 F. Street, N.E.
Washington, D.C. 20549

         Re:      RadNet, Inc. - Form 10-K/T for the Transition Period from
                  November 1, 2006 to December 31, 2006 filed on April 17, 2007
                  (File No. 001-33307)
                  -------------------------------------------------------------

Dear Ms. Reilly:

         We are responding to the comments in your letter to RadNet, Inc., dated
December 28, 2007, concerning our Form 10-K/T referred to above.

         Set forth below are our responses to the Staff's comments. For your
convenience, we have included each of the Comments in italicized text before the
corresponding response.

RESPONSES:

     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, PAGE 71

     1.   IN FUTURE FILINGS, FOR TRANSACTIONS WITH RELATED PERSONS, PLEASE
          COMPLY WITH THE DISCLOSURE REQUIREMENTS OF ITEM 404(A) OF REGULATION
          S-K. FOR EXAMPLE, IN REGARDS TO THE RELATED TRANSACTION BETWEEN RADNET
          AND BRMG, PLEASE INCLUDE THE APPROXIMATE DOLLAR VALUE OF THE AMOUNT
          INVOLVED IN THE TRANSACTION AND THE APPROXIMATE DOLLAR VALUE OF THE
          AMOUNT OF THE RELATED PERSON'S INTEREST IN THE TRANSACTION. SEE ITEM
          404(A)(3) AND (4) OF REGULATION S-K.

          We respectfully submit to you that, in future filings, we will comply
          with the disclosure requirements of Item 404(a) of Regulation S-K.

     2.   IN FUTURE FILINGS, PLEASE DISCLOSE WHETHER YOUR POLICIES AND
          PROCEDURES FOR REVIEW, APPROVAL, OR RATIFICATION OF RELATED PERSON
          TRANSACTIONS ARE IN WRITING AND, IF NOT, EXPLAIN HOW YOU EVIDENCE YOUR
          POLICIES AND PROCEDURES. SEE ITEM 404(B)(1)(IV) OF REGULATION S-K.

          We respectfully submit to you that, in future filings, we will
          disclose whether our policies and procedures for review, approval, or
          ratification of related person transactions are in writing and, if
          not, we will explain how we evidence our policies and procedures.

<PAGE>

Ms. Susann  Reilly
January 3, 2008
Page 2

     In connection with this response, we hereby acknowledge that:

     o    the company is responsible for the adequacy and accuracy of the
          disclosure in the filing;

     o    staff comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     o    the company may not assert staff comments as a defense in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

     If you have any questions, please contact me at (310) 445-2840.

                                                Very truly yours,

                                                /s/ Howard G. Berger, M.D.

                                                Howard G. Berger, M.D.
                                                Chief Executive Officer

cc:      David Swartz, Audit Committee Chairman, RadNet, Inc.
         Jeffrey Linden, Executive Vice President and General Counsel
         Linda Michaelson, Esq.

</TEXT>
</DOCUMENT>

Mail Stop 3561

  December 28, 2007

Howard G. Berger, CEO
RadNet, Inc.
1510 Cotner Avenue
Los Angeles, CA 90025

 Re:      RadNet, Inc.
   Form 10-K/T for the Transition Period from
   November 1, 2006 to December 31, 2006
   Filed April 17, 2007
   File No. 001-33307

Dear Mr. Berger:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  After our review of all of your responses, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.

Certain Relationships and Related Transactions, page 71

1. In future filings, for transactions with related persons, please comply with the disclosure requirements of Item 404(a) of Regulation S-K.  For example, in regards to the related transaction between RadNet and BRMG, please include the approximate dollar value of the amount involved in the transaction and the

Howard G. Berger, CEO
RadNet, Inc.
December 28, 2007 Page 2
approximate dollar value of the amount of the related person’s interest in the transaction.  See Item 404(a)(3) and (4) of Regulation S-K.

2. In future filings, please disclose whether your policies and procedures for review, approval, or ratification of related person transactions are in writing and, if not, explain how you evidence your policies and procedures.  See Item 404(b)(1)(iv) of Regulation S-K.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all

Howard G. Berger, CEO
RadNet, Inc.
December 28, 2007 Page 3
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 Please contact Susann Reilly at 202-551-3236 if you have any questions.

Sincerely,

John Reynolds
Assistant Director

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                                  RadNet, Inc.
                               1510 Cotner Avenue
                              Los Angeles, CA 90025

April 30, 2007

VIA EDGAR AND FEDEX

Ms. Raquel Howard
Staff Accountant
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F. Street, N.E.
Washington, D.C. 20549

         Re:      RadNet, Inc. - Item 4.01 Form 8-K Filed on April 17, 2007
                  ---------------------------------------------------------
                  (File No. 001-33307)
                  --------------------

Dear Ms. Howard:

         We are responding to the comments in your letter to RadNet, Inc., dated
April 23, 2007, concerning our Form 8-K referred to above.

         Set forth below are our responses to the Staff's comments. For your
convenience, we have included each of the Comments in italicized text before the
corresponding response.

RESPONSES:

     1.  WE NOTE YOUR DISCLOSURE THAT MOSS ADAMS LLP DECLINED TO STAND FOR
         RE-ELECTION AS YOUR INDEPENDENT ACCOUNTANT. PLEASE CONFIRM THAT YOUR
         AUDIT/CLIENT RELATIONSHIP WITH THEM HAS ENDED AND THE DATE. IF THIS IS
         TRUE, PLEASE REVISE YOUR DISCLOSURE ACCORDINGLY OR ADVISE. SEE ITEM 304
         OF REGULATION S-B.

         We respectfully submit to you that our audit/client relationship with
         Moss Adams LLP has not yet ended as of the date of this letter.
         Although Moss Adams LLP has notified us that they do not intend to
         stand for reelection, they have agreed to continue to work with us
         through the filing of our next Quarterly Report on Form 10-Q.

<PAGE>

Ms. Howard
April 30, 2007
Page 2

     2.  WE NOTE YOU FILED INFORMATION REGARDING NON-RELIANCE ON PREVIOUSLY
         ISSUED FINANCIAL STATEMENTS UNDER ITEM 4.01 FORM 8-K RATHER THAN AN
         ITEM 4.02. PLEASE AMEND YOUR FILING TO INCLUDE ITEM 4.02 NON-RELIANCE
         ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR
         COMPLETED INTERIM REVIEW AND REQUIRED DISCLOSURES.

         We respectfully submit to you that we have previously included in our
         Form 10-K filed on February 7, 2007 for the fiscal year ended October
         31, 2006 and in our Form 10-K/T filed on April 17, 2007 disclosure
         pertaining to our non-reliance on previously issued financial
         statements. We have also amended our filing to include Item 4.02 of
         Form 8-K to reflect our disclosures contained in the Forms 10-K,
         referred to above, regarding non-reliance on previously issued
         financial statements.

     3.  PLEASE AMEND YOUR FILING TO DISCLOSE THE DATE YOU CONCLUDED THAT YOUR
         FINANCIAL STATEMENTS SHOULD NO LONGER BE RELIED ON.

         In connection with the preparation of our Form 10-K, referred to above,
         we concluded on February 2, 2007 that our financial statements should
         no longer be relied upon. We have amended our filing to reflect that
         information. We have also previously disclosed that in our Form 10-K
         and Form 10-K/T filings.

     4.  PLEASE REVISE YOUR DISCLOSURE TO STATE WHETHER YOUR AUDIT COMMITTEE, OR
         BOARD OF DIRECTORS, OR AUTHORIZED OFFICERS DISCUSSED WITH YOUR
         INDEPENDENT ACCOUNTANT THE MATTERS DISCLOSED IN THE FILING. REFER TO
         ITEM 4.02 OF FORM 8-K INSTRUCTIONS.

         We confirm that our audit committee discussed with our independent
         accountant the matters disclosed in the filing. We have revised our
         disclosure to reflect that discussion.

         In connection with this response, we hereby acknowledge that:

         o        The company is responsible for the adequacy and accuracy of
                  the disclosure in the filings;

         o        Staff comments or changes to disclosure in response to staff
                  comments in the filings reviewed by the staff do not foreclose
                  the Commission from taking any action with respect to the
                  filing; and

         o        The company may not assert staff comments as a defense in any
                  proceeding initiated by the Commission or any person under the
                  federal securities laws of the United States.

<PAGE>

Ms. Howard
April 30, 2007
Page 3

         If you have any questions, please contact me at (310) 478-7808.

                                                       Very truly yours,

                                                       /s/ Dr. Howard G. Berger
                                                       -------------------------
                                                       Dr. Howard G. Berger
                                                       Chief Executive Officer

cc:      Dr. David Swartz, Audit Committee Chairman, RadNet, Inc.
         Jeff Linden, General Counsel
         Linda Michaelson

</TEXT>
</DOCUMENT>

Mail Stop 3561
        April 23, 2007

Dr. Howard G. Berger, Chief Executive Officer
RadNet, Inc.
1516 Cotner Avenue
Los Angeles, CA 90025

Re: RadNet, Inc.
 Item 4.01 Form 8-K
 Filed April 17, 2007
 File No. 001-33307

Dear Dr. Berger:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. We note your disclosure that Moss Adams LLP declined to stand for re-election as your independent accountant.  Please confirm that your audit/client relationship with them has ended and the date.  If this is true, please revise your disclosure accordingly or advise.  See Item 304 of Regulation S-B.

2. We note you filed information regarding non-reliance on previously issued financial statements under Item 4.01 Form 8-K rather than an Item 4.02.   Please amend your filing to include Item 4.02 Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim
Review  and required disclosures.

Dr. Howard G. Berger
RadNet, Inc.
April 23, 2007 Page 2
3. Please amend your filing to disclose the date you concluded that your financial statements should no longer be relied on.

4. Please revise your disclosure to state whether your audit committee, or board of directors, or authorized offi cers discussed with your independent
accountant the matters disclosed in the filing.  Refer to Item 4.02 of Form 8-K instructions.

As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will respond.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Dr. Howard G. Berger
RadNet, Inc.
April 23, 2007 Page 3

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please call Raquel Howard at (202) 551-3291.

Sincerely,

Raquel Howard
Staff Accountant

cc: Dr. David Swartz, Audit Committee Chairman
 RadNet, Inc.
 11755 Wilshire Boulevard, 17th Floor
 Los Angeles, CA 90025

CORRESP
1
filename1.htm

Primedex Health Systems, Inc.

1510 Cotner Avenue

Los Angeles, CA 90025

October 16, 2006

Via EDGAR Transmission and Overnight Mail

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E., Mail
Stop 3561

Washington, D.C.  20549-0404

Attention:              John
Reynolds,

Assistant Director

RE:          Primedex Health Systems, Inc.

Registration
Statement on Form S-4 (File No. 333-136800)

Acceleration
Request

Ladies
and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Primedex Health Systems, Inc. (the “Company”) hereby
requests the Securities and Exchange Commission (the “Commission”) to
accelerate the effective date of the above-referenced Registration
Statement and declare the Registration Statement, as then amended, effective as
of 9:00 a.m., California time, on Tuesday, October 17, 2006, or as soon
thereafter as practicable.  The Company
also requests that the Commission specifically confirm such effective date and
time to the Company in writing.  The
Company further requests that we be notified of such effectiveness by telephone
call to Linda Michaelson of Sheppard, Mullin, Richter & Hampton LLP at
(310) 228-3711.

The Company acknowledges that:

·                                          should
the Commission or the Staff of the Commission (the “Staff”) acting pursuant to
delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the
Registration Statement;

·                                          the
action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in
the Registration Statement; and

Securities and Exchange
Commission

October 16, 2006

·                                          the
Company may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

  Sincerely,

  PRIMEDEX HEALTH SYSTEMS, INC.

  By:

  /s/ Dr. Howard G.
  Berger, M.D.

  Dr. Howard G. Berger, M.D.

  President and Chief Executive Officer

  cc:

  Linda Michaelson

 2

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 20, 2006

Mail Stop 3561

Via U.S. mail and facsimile

Howard G. Berger, M.D., President
Primedex Health Systems, Inc.
1510 Cotner Avenue
Los Angeles, CA 90025

Re :     Primedex Health Systems, Inc.
File Number 333-136800
Form S-4 filed August 22, 2006
File Number 0-19019
Form 10-K for the Year Ended October 31, 2005
Forms 10-Q for the Quarters Ended January 31, 2006, April 30, 2006
and
       July 31, 2006

Dear Dr. Berger:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone number listed
at
the end of this letter.

Form S-4
1. We cannot make the Form S-4 registration statement effective
until
you have amended your periodic reports to conform to the comments
which follow.

Rick Factors
2. Please provide a risk factor regarding the ineffective
disclosure
controls.  Alternatively, please explain why disclosure is not
appropriate.

Form 10-K for the Fiscal Year Ended October 31, 2005

      Management`s Discussion and Analysis of Financial Condition
and
Results, page
       23
3. Please add disclosure to explain the impact of the ineffective
controls regarding non-routine matters on the registrant`s
financial
statements, and provide disclosure in the "Controls and
Procedures"
section to identify all of the material matters rather than only
giving examples.
      Exhibit 31.1- Certification
4. It is necessary that the Certification include Item
601(b)(31)(i)(4)(c) of Regulation S-K of the Securities Act, which
begins:  "Evaluated the effectiveness of the registrant`s controls
and procedures ... ."  Please revise.
Forms 10-Q for the Quarters Ended January 31, 2006, April 30, 2006
and July 31, 2006
5. Please revise the "Controls and Procedures" section of the
third
quarter Form 10-Q to disclose in greater detail the steps that the
company has taken and plans to take to remediate the material
weakness.
6. Please revise the "Controls and Procedures" section of the
third
quarter Form 10-Q to identify the professional service company
with
whom you entered into an agreement on August 1, 2006 and file it
as
an exhibit to that Form.

      Management`s Discussion and Analysis of Financial Condition
and
Results
7. Please add disclosure to explain the impact of the ineffective
controls regarding non-routine matters on the registrant`s
financial
statements, and provide disclosure in the "Controls and
Procedures"
section to identify all of the material matters rather than only
giving examples.

Exhibits 31.1 - Certifications filed as exhibits to the Forms 10-Q
for the Quarters Ended January 31, 2006, April 30, 2006 and July
31,
2006
8. Our review of each of these Certifications indicates that, for
each, you need to

respond to the comment we have issued above for the Certification
which you filed as an exhibit to the Form 10-K.

Closing Remarks

   As appropriate, please amend Form 10-K and the three Forms 10-Q
that you have filed and respond to these comments within 10
business
days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a cover letter with your amendment
that
keys your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

   Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Susann Reilly at 202-551-3236 if you have any
questions.

					Sincerely,

      John Reynolds
						Assistant Director
      Office of Emerging Growth Companies

cc:  Linda G. Michaelson, Esq. By facsimile to 214-303-2849
Michael L. Silhol, Esq.  By facsimile to 212-303-2849
William R. Hays, III, Esq. and Brian D. Barnard, Esq.  By
facsimile
to 214-200-0467
Howard G. Berger, M.D., President
Primedex Health Systems, Inc.
September 20, 2006
Page 4 of 4

</TEXT>
</DOCUMENT>