**Exhibit 31.2**

 

**CERTIFICATION PURSUANT TO**

**RULE15d-14**

**OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

I, Mitch C. Hill, certify that:

 

1.     I have reviewed this annual report on Form 10-Kfor the fiscal year ended June 30, 2005 of InSight Health ServicesHoldings Corp.:

 

2.     Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.     Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.     The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

(a)   Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)   [Omitted in reliance on SEC ReleaseNo. 33-8238; 34-47986 Section III.E.]

 

(c)   Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d)   Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.     Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)   Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

(b)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

Date:  September 22,2005

 

 
| /s/ Mitch C.  Hill                                    |   |
|-------------------------------------------------------|--------|
| Mitch C. Hill                                         |
| Executive Vice  President and Chief Financial Officer |

 

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