**Exhibit 3.1**

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INSIGHT HEALTH SERVICESHOLDINGS CORP.

Pursuant toSections 242 and 245 of the Delaware General Corporation Law

The undersigned corporation (the “Corporation”), in order to amend andrestate its Certificate of Incorporation (the “Certificate of Incorporation”),hereby certifies as follows:
| FIRST:  | The name of the Corporation is InSight Health  Services Holdings Corp.                                                                                                                                                                                                                                                                            |
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| SECOND: | The name under which the Corporation was originally  incorporated is JWC/Halifax Holdings Corp. The date of filing of its original  Certificate of Incorporation with the Secretary of State was June 13, 2001.                                                                                                                                   |
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| THIRD:  | This Amended and Restated Certificate of  Incorporation amends and restates the original Certificate of Incorporation,  as amended to date, and has been duly adopted in accordance with the  provisions of Sections 242 and 245 of the Delaware General Corporation Law.                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                              |
| FOURTH: | This Amended and Restated Certificate of  Incorporation incorporates that certain Certificate of Amendment to the  Certificate of Incorporation of the Corporation, dated as of June 29, 2001,  amends Article 4, as heretofore amended, supplemented and restated, by adding  at the end of Article 4 a new paragraph and adds a new Article 12. |

 

The undersigned, an officer of the Corporation, inorder to amend the Certificate of Incorporation, hereby certifies as follows:

Article 1.                Name.  The name of the Corporation is InSight HealthServices Holdings Corp.

Article 2.                RegisteredOffice. The address of the Corporation’s registered office in Delaware is 1209Orange Street, Wilmington (New Castle County), Delaware 19801.  CT Corporation System is the Corporation’sregistered agent at that address.

Article 3.                Purpose.The purpose of the Corporation is to engage in any lawful business, act oractivity for which corporations may be organized under the Delaware GeneralCorporation Law.

Article 4.                Capitalization.The total number of shares of all classes of stock which the Corporation shallhave authority to issue is 11,000,000 shares, consisting of:

(i)               1,000,000shares of Preferred Stock, $0.001 par value (the “Preferred Stock”), and

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(ii)              10,000,000shares of Common Stock, $0.001 par value (the “Common Stock”).

Upon the filing and effectiveness (the “Effective Time”)of this Amended and Restated Certificate of Incorporation pursuant to theDelaware General Corporation Law, every 6.326392 shares of the Common Stockissued and outstanding immediately prior to the Effective Time shall be automaticallyreclassified and combined into one validly issued, fully paid andnon-assessable share of the Corporation’s Common Stock, without any action bythe holder thereof.  No fractional shareshall be issued in connection with the foregoing reverse stock split; and allshares of Common Stock so split that are held by a stockholder will beaggregated subsequent to the foregoing reverse stock split and each fractionalshare resulting from such aggregation of Common Stock held by such stockholdershall be rounded up to the nearest full share. Each stock certificate that theretofore represented shares of CommonStock shall, automatically and without the need to surrender the same forexchange, represent the number of shares of Common Stock immediately after theEffective Time resulting from the reverse stock split.

Article 5.                PreferredStock. The designations and the powers, preferences and rights, and thequalifications, limitations or restrictions of the Preferred Stock are asfollows:

(i)               ThePreferred Stock may be issued from time to time in one or more series, withsuch distinctive serial designations as shall be stated and expressed in theresolution or resolutions providing for the issue of such shares from time totime adopted by the Board of Directors; and in such resolution or resolutionsproviding for the issue of shares of each particular series, the Board ofDirectors is expressly authorized to fix, without limitation: the annual rateor rates of dividends for the particular series; the dividend payment dates forthe particular series and the date from which dividends on all shares of suchseries issued prior to the record date for the first dividend payment dateshall be cumulative; the redemption price or prices for the particular series;the voting powers for the particular series; the rights to which the holders ofthe shares of such series shall be entitled on the voluntary or involuntaryliquidation, dissolution or winding up of, or upon any distribution of theassets of, the Corporation, which rights may be different in the case of avoluntary liquidation, dissolution or winding up than in the case of such aninvoluntary event; the rights, if any, of holders of the shares of theparticular series to convert the same into shares of any other series or classor other securities of the Corporation, with any provisions for the subsequentadjustment of such conversion rights; and to classify or reclassify anyunissued preferred shares by fixing or altering from time to time any of theforegoing powers, preferences and rights and qualifications, limitations orrestrictions.

(ii)              Allthe Preferred Stock of any one series shall be identical with each other in allrespects, except that shares of any one series issued at different times maydiffer as to the dates from which dividends thereon shall be cumulative; andall shares of Preferred Stock shall be of equal rank, regardless of series, andshall be identical in all respects except as to the particulars fixed by theBoard of Directors as hereinabove provided or as fixed herein.

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Article 6.                CommonStock. The powers, rights and other matters relating to the Common Stock are asfollows:

(i)               Subjectto the limitations set forth in this Section 6, dividends may be paid on theCommon Stock out of any funds legally available for that purpose, when, as andif declared by the Board of Directors.

(ii)              Inthe event of any liquidation, dissolution or winding up of the Corporation,after there shall have been paid to or set aside for the holders of outstandingshares having superior liquidation preferences to Common Stock the fullpreferential amounts to which they are respectively entitled, the holders ofoutstanding shares of Common Stock shall be entitled to receive pro rata,according to the number of shares held by them, the remaining assets of theCorporation legally available for distribution to the stockholders.

(iii)             Atevery meeting of the stockholders every holder of Common Stock shall beentitled to one vote in person or by proxy for each share of Common Stockstanding in his, her or its name on the stock transfer records of theCorporation provided that, if at any time there is outstanding more than oneclass of stock, the Corporation may not effect or consummate (1) any merger orconsolidation of the Corporation with or into any other entity; (2) any sale,lease, exchange or other disposition of all or substantially all of the assetsof the Corporation to or with any other person; or (3) any dissolution of theCorporation, unless such transaction is authorized by the holders of the CommonStock voting separately as a class.  Theforegoing shall not apply to any merger or other transaction described above ifthe other party to the merger or other transaction is a Subsidiary of theCorporation. For purposes hereof, a “Subsidiary” is any person more than 50% ofthe voting securities of which are owned directly or indirectly by theCorporation; and a “person” is any individual, partnership, corporation orentity.

Article 7.                Conductof Business. The following provisions relate to the management of the businessand the conduct of the affairs of the Corporation and are not inserted for thepurpose of creating, defining, limiting and regulating the powers of theCorporation and its directors and stockholders:

(i)               Bylaws.The election of officers may be conducted in any manner the Bylaws provide, andneed not be by written ballot.

(ii)              Amendmentof Bylaws. The Board of Directors shall have the power to make, alter, amend orrepeal the Bylaws of the Corporation, except to the extent that the Bylawsotherwise provide.

Article 8.                Indemnification.The Corporation shall indemnify to the full extent authorized by law any personmade or threatened to be made a party to an action or proceeding whethercriminal, civil, administrative or investigative, by reason of the fact that heor she, or his or her testator or intestate is or was a director or officer ofthe Corporation or serves or served any other enterprise as a director orofficer at the request of the Corporation or any predecessor

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ofthe Corporation. No director of the Corporation shall be liable to theCorporation or its stockholders for monetary damages for breach of fiduciaryduty as a director, except for liability (i) for any breach of the director’sduty of loyalty to the Corporation or its stockholders; (ii) for acts oromissions not in good faith or which involve intentional misconduct or aknowing violation of law; (iii) under Section 174 of the Delaware GeneralCorporation Law; or (iv) for any transaction from which the director derived animproper personal benefit.

Article 9.                Section203. The Corporation elects not to be governed by Section 203 of the DelawareGeneral Corporation Law.

Article 10.              DirectorVoting. Except as otherwise provided in the Bylaws of the Corporation, eachmember of the Board of Directors shall have one vote on each matter brought toa vote before the Board of Directors.

Article 11.              Original Incorporator.  The name and address of the sole incorporatoris Jon E. Flaute, c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York10022.

Article 12.              Prohibitionon Issuance of Nonvoting Equity Securities. Notwithstanding anything contained herein to the contrary, theCorporation shall not issue nonvoting equity securities of the Corporation, orwarrants, rights or options to acquire nonvoting equity securities of theCorporation, to the extent prohibited by section 1123(a)(6) of title 11 of theUnited States Code, for so long as such section is in effect and applicable tothe Corporation.

 
|        | INSIGHT HEALTH SERVICES HOLDINGS CORP. |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Mitch C. Hill |   |
|   |                                   | Name: Mitch C. Hill |
|   |                                   | Title: | Executive Vice President |
|   |                                   |   | and Chief Financial Officer |
|        |                                        |  |  |  |

 

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