~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported) ofJanuary 28, ~~1934~~ 2011

~~Date of~~InSight ~~Report~~Health ~~(Date~~Services ofHoldings ~~earliest event reported) January 21, 2011~~Corp.

~~InSight~~(Exact ~~Health~~name ~~Services~~of ~~Holdings~~registrant ~~Corp.~~ as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	333-75984-12	04-3570028
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

Delaware		333-75984-12		04-3570028
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

26250 Enterprise Court, Suite 100, Lake Forest, CA 92630
(Address of principal executive offices) (Zip Code)

~~26250~~Registrant’s ~~Enterprise~~telephone ~~Court~~number, ~~Suite 100,~~including ~~Lake~~area ~~Forest,~~code ~~CA 92630~~ (~~Address of principal executive offices~~949) ~~(Zip Code)~~ 282-6000

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~if ~~(949) 282~~the Form 8-~~6000~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~o Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~o isPre-commencement ~~intended~~communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~ ~~obligation~~Exchange ofAct ~~the~~(17 ~~registrant~~CFR ~~under~~240.14d-2(b)) ~~any~~o ofPre-commencement communications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c))

oItem 1.03 ~~Written~~Bankruptcy ~~communications~~or ~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Receivership

o As ~~Soliciting~~previously ~~material~~reported, ~~pursuant~~on toDecember 10, ~~Rule~~2010 ~~14a-12~~(the “Petition Date”), Insight Health Services Holdings Corp. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under the ~~Exchange~~provisions ~~Act~~of Chapter 11 of Title 11 of the United States Code (17the ~~CFR~~“Bankruptcy ~~240~~Code”).~~14a~~ The Chapter 11 cases are being jointly administered under the caption In re Insight Health Services Holdings Corp., et al., Case No. 10-1216564 (the “Chapter 11 Cases”).

o On ~~Pre-commencement~~January 28, ~~communications~~2011 (the “Confirmation Date”), the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization, pursuant to ~~Rule~~Chapter 11 ~~14d-2~~of the Bankruptcy Code, which was originally filed with the Bankruptcy Court on the Petition Date and supplemented by the Supplement to Debtors’ Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code filed with the Bankruptcy Court on January 18, 2011 (bDkt. No. 134), ~~under~~and further supplemented on January 26, 2011 (Dkt. No. 174) and January 27, 2011 (Dkt. No. 181) (as so amended and supplemented, the ~~Exchange~~“Plan”) ~~Act~~and approving the adequacy of its accompanying disclosure statement, which was originally filed with the Bankruptcy Court on the Petition Date and supplemented on January 21, 2011 (17as ~~CFR~~so ~~240~~supplemented, the “Disclosure Statement”).~~14d-~~ Copies of the Plan and the Disclosure Statement are filed as Exhibits 2.1, 2.2 and 2.3 hereto, respectively, and are incorporated herein by reference. The Debtors plan to emerge from Chapter 11 after satisfying the remaining conditions to effectiveness contemplated under the Plan, including negotiating the definitive documents relating to and entering into the Exit Facility (bthe date that all conditions to the effectiveness of the Plan have been satisfied or waived, the “Effective Date”)).

o The ~~Pre-commencement~~following ~~communications~~is a summary of the material matters contemplated to occur either pursuant to ~~Rule~~or in ~~13e-4(c)~~connection ~~under~~with the ~~Exchange~~confirmation ~~Act~~and ~~(17~~implementation ~~CFR~~of ~~240~~the Plan.~~13e~~ This summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan. This summary is qualified in its entirety by reference to the full text of the Plan. Capitalized terms used but not defined in this Form 8-~~4(c))~~K have the meanings set forth in the Plan.

~~TABLE~~ The OFPlan ~~CONTENTS~~contemplates that upon the Effective Date (i) holders of Insight Health Services Corp.’s Senior Secured Floating Rate Notes due 2011 (the “Floating Rate Notes”) will receive their proportionate share of 100% of the new common stock, par value $0.01 per share, of the reorganized Company (the “New Common Stock”), subject to dilution by the New Warrants (as defined below); (ii) as part of distributions made to holders of Floating Rate Notes under the Plan, holders of the Company’s existing common stock the (“Existing Common Stock”) will receive their proportionate share of Warrants (the “New Warrants”) to purchase shares of New Common Stock as described below; and (iii) trade creditors will continue to be paid in full in the ordinary course of business.

	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1

Treatment of Executory Contracts

~~Table~~ The Plan provides that all of ~~Contents~~the Debtors’ Executory Contracts, with certain exceptions specified in the Plan, shall be deemed assumed as of the Effective Date, subject to the terms set forth therein.

~~Item~~ Indemnification ~~8.01 Other Events~~Obligations

~~On January 21,~~The ~~2011~~obligations of the Debtors and the Reorganized Debtors, ~~Insight~~as ~~Health~~the ~~Services~~case ~~Holding~~may ~~Corp.~~be, ~~(“Insight~~to ~~Health”)~~indemnify, defend, ~~and~~reimburse ~~certain~~or limit the liability of ~~its~~ ~~subsidiaries~~directors, ~~(together~~managers, ~~with~~officers, ~~Insight~~employees, ~~Health~~attorneys, other ~~the~~professionals ~~“Debtors”)~~and ~~filed~~agents ~~their~~who ~~monthly~~were ~~operating~~directors, ~~report~~managers, officers, employees, attorneys, other ~~for~~professionals and agents of the ~~period~~Debtors ~~December 10~~or the Reorganized Debtors, ~~2010~~as tothe ~~December 31~~case may be, ~~2010~~on ~~with~~or after the ~~U.S.~~Petition ~~Bankruptcy~~Date ~~Court.~~against ~~The~~any ~~Monthly~~claims or causes of action as provided in the certificates of ~~Operating~~incorporation, ~~Report~~bylaws isor ~~attached~~other ~~hereto~~organizational documents, each in place as ~~Exhibit 99.1~~of ~~and~~the ~~incorporated~~Petition byDate, ~~reference~~or applicable state law, survive confirmation of the Plan.

~~The~~Insurance ~~Monthly Operating Report is limited in scope, covers a limited time period, and has been~~Policies prepared solely for the purpose of the Debtors’ compliance with the monthly reporting requirements of the U.S. Bankruptcy Court. The financial information in the Monthly Operating Report is unaudited, was not audited or reviewed by independent accountants, and has not been subject to all procedures that would typically be applied to financial information presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and therefore may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, and disclosure items. The financial information in the Monthly Operating Report is not comparable to Insight Health’s consolidated financial information contained in its annual and quarterly reports filed with the Securities and Exchange Commission because the financial information in the Monthly Operating Report includes that information only of the Debtor entities, which does not include all of Insight Health’s consolidated entities. Insight Health cautions readers not to place undue reliance upon the Monthly Operating Report. There can be no assurance that such information is complete. The Monthly Operating Report may be subject to future adjustment and reconciliation. The Monthly Operating Report is in a format required by the U.S. Bankruptcy Code and should not be used for investment purposes. The information in the Monthly Operating Report should not be viewed as indicative of future results.

~~Item~~ On 9the Effective Date, the Debtors shall be deemed to have assumed and assigned to the Reorganized Debtors all D&O liability insurance policies.01 ~~Financial~~On ~~Statements~~or before the Effective Date, the Reorganized Debtors may obtain tail coverage (i.e., D&O insurance coverage that extends beyond the end of the policy period) under a directors and officers’ ~~Exhibits~~liability insurance policy for the current and former directors, officers and managers upon terms reasonably acceptable to the Reorganized Debtors and the Requisite Consenting Noteholders.

~~(d) Exhibits~~2

~~99.1~~ Contracts ~~Monthly~~and ~~Operating~~Leases ~~Report~~Entered ~~for~~Into After the ~~period~~Petition ~~December 10, 2010 to December 31, 2010.~~Date

2 Contracts and leases entered into after the Petition Date by any Debtor, including any Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the applicable Debtor or Reorganized Debtor liable thereunder in the ordinary course of its business.

~~Table~~Stockholders Agreement ~~of Contents~~

~~SIGNATURE~~ As of the Effective Date, each person or entity that receives New Common Stock shall be deemed to be bound by the Stockholders Agreement. Each person that receives a New Warrant shall execute a joinder to the Stockholders Agreement as a condition to the receipt of any New Common Stock pursuant to exercise of such New Warrant.

~~Pursuant~~Management toEquity ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly~~Plan ~~caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

	INSIGHT HEALTH SERVICES HOLDINGS CORP.
Date: January 21, 2011	By:	/s/ Keith S. Kelson
		Keith S. Kelson
		Executive Vice President and Chief Financial Officer

On the Effective Date, the reorganized Company will reserve up to 8% of the fully diluted New Common Stock for equity grants for the benefit of certain continuing employees of the Debtors and/or directors of the Reorganized Debtors (the “Management Equity Plan”). The terms of the Management Equity Plan and the equity grants issued pursuant to the Management Equity Plan will be determined by the board of directors of the reorganized Company.

3Assumption of Employee and Retiree Benefits

~~Table~~ Subject to the provisions of ~~Contents~~the Plan, all Compensation and Benefits Programs shall be deemed assumed on the Effective Date, except for any prepetition employee equity or equity-based incentive plans, and any provisions set forth in the Compensation and Benefits Programs that provide for rights to acquire equity interests in the Company. Any and all Compensation and Benefit Claims (including, but not limited to, Claims relating to the Debtors’ supplemental employee retirement program) will be entitled to full payment.

~~EXHIBIT~~Composition ~~INDEX~~of New Board of Directors After the Effective Date

Exhibit
Number		Description
	99.1	Monthly Operating Report for the period December 10, 2010 to December 31, 2010

On the Effective Date, the term of the current members of the board of directors of the Company shall expire, and the New Board shall be appointed. The members of the New Board shall be appointed in accordance with the New By-Laws and the Stockholders Agreement.

4Sources of Funds

The Plan is to be funded with cash from operations, proceeds of a senior secured asset-based revolving credit facility to be entered into by the Reorganized Debtors (the “Exit Facility”) and the issuance of the New Common Stock as described below.

Exit Facility

On the Effective Date, the Reorganized Debtors will consummate the Exit Facility and will use the proceeds of the Exit Facility to fund ongoing operations and obligations under the Plan.

Securities to be Issued under the Plan

On the Effective Date, all of the Company’s existing equity securities, including Existing Common Stock and options to purchase Existing Common Stock, will be cancelled. Holders of the Floating Rate Notes will receive their proportionate share of the New Common Stock of the reorganized Company in exchange for their Floating Rate Notes. The Floating Rate Notes will be cancelled upon exchange. The reorganized Company will issue New Warrants to the holders of all Existing Common Stock.

Pursuant to the Plan:

	(a)		the reorganized Company expects to issue shares representing 100% of the New Common Stock pro rata to holders of the Floating Rate Notes, subject to dilution by the New Warrants; and

	(b)		the reorganized Company expects to issue New Warrants to purchase 2.0% of the New Common Stock on a fully-diluted basis as of the Effective Date to holders of Existing Common Stock. The New Warrants will expire three years after the date of issuance and shall have an exercise price based on an implied enterprise value of the reorganized Company of $215.0 million as set forth in the Plan.

The Plan provides that the reorganized Company will adopt a New Certificate of Incorporation under which the authorized capital stock of the reorganized Company will consist of 6.0 million shares of New Common Stock and 1.0 million shares of preferred stock, par value $0.01 per share. As of the Effective Date, the Company estimates that approximately 1.0 million shares of New Common Stock will be issued and outstanding and approximately 20.4 thousand shares of New Common Stock will be reserved for issuance upon exercise of the New Warrants distributed in connection with the Plan.

Registration Rights

Holders of New Common Stock issued as of the Effective Date will receive certain registration rights with respect to their shares.

Certain Information Regarding Assets and Liabilities of the Company

Information regarding the assets and liabilities of the Company as the most recent practicable date is hereby incorporated by reference to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2010 filed with the Securities and Exchange Commission on November 15, 2010.

Safe Harbor and Forward Looking Information

Certain statements in this report are “forward-looking statements.” They reflect the Company’s current views with respect to current events and financial performance, are subject to many risks, uncertainties and factors relating to the Company’s operations and business environment which may cause the Company’s actual results to be materially different from any future results, express or implied by such forward-looking statements. The Company intends that such forward-looking statements be subject to the Safe Harbor created by Section 27(a) of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. The words and phrases “expect,” “estimate,” and “anticipate” and similar expressions identify forward-looking statements. Certain factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: (i) the completion of the bankruptcy proceedings, including whether or not the conditions to the effectiveness of the plan can be satisfied; (ii) the potential adverse impact of the chapter 11 bankruptcy filing on the Company’s business, financial condition or results of operations; (iii) the Company’s ability to successfully negotiate the terms of its exit facility with its lender or lenders; (iv) the Company’s ability to successfully implement its core market strategy; (v) overcapacity and competition in the Company’s markets; (vi) reductions, limitations and delays in reimbursement by third-party payors; (vii) contract renewals and financial stability of customers; (viii) changes in the nature of commercial health care insurance arrangements, so that individuals bear greater financial responsibility through high deductible plans, co-insurance and co-payments; (ix) conditions within the healthcare environment; (x) the potential for rapid and significant changes in technology and their effect on the Company’s operations; (xi) operating, legal, governmental and regulatory risks; (xii) conditions within the capital markets, including liquidity and interest rates and (xiii) economic (including financial and employment market conditions), political and competitive forces affecting the Company’s business, and the country’s economic condition as whole.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit
Number		Description
2.1		Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization, filed on December 10, 2010.

2.2		Debtors’ Disclosure Statement for Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization, filed on December 10, 2010.

2.3		Supplement to Debtors’ Disclosure Statement for Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization, filed on January 21, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	INSIGHT HEALTH SERVICES HOLDINGS CORP.
Date: February 1, 2011	By:	/s/ Keith S. Kelson
		Keith S. Kelson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit
Number		Description
2.1		Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization, filed on December 10, 2010.

2.2		Debtors’ Disclosure Statement for Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization, filed on December 10, 2010.

2.3		Supplement to Debtors’ Disclosure Statement for Debtors’ Prepackaged Joint Chapter 11 Plan of Reorganization, filed on January 21, 2011.

Filing Compare · INSIGHT HEALTH SERVICES HOLDINGS CORP