<PAGE>

                                                    Registration No.
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                          INSIGHT HEALTH SERVICES CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   33-0702770
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                            4400 MACARTHUR BOULEVARD
                         NEWPORT BEACH, CALIFORNIA 92660
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

         INSIGHT HEALTH SERVICES CORP. 1997 MANAGEMENT STOCK OPTION PLAN
          INSIGHT HEALTH SERVICES CORP. 1998 EMPLOYEE STOCK OPTION PLAN
              INSIGHT HEALTH SERVICES CORP. 1999 STOCK OPTION PLAN
                           (FULL TITLES OF THE PLANS)

                               STEVEN T. PLOCHOCKI
                                PRESIDENT AND CEO
                          INSIGHT HEALTH SERVICES CORP.
                       4400 MACARTHUR BOULEVARD, SUITE 800
                         NEWPORT BEACH, CALIFORNIA 92660
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (949) 476-0733
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

      THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
                         MARILYN U. MACNIVEN-YOUNG, ESQ.
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          INSIGHT HEALTH SERVICES CORP.
                       4400 MACARTHUR BOULEVARD, SUITE 800
                         NEWPORT BEACH, CALIFORNIA 92660
                                 (949) 756-7222



<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
                                                                 Proposed            Proposed
                                                Amount           Maximum             Maximum           Amount of
           Title of Securities                  to be         Offering Price    Aggregate Offering    Registration
            to be Registered                Registered (1)    Per Share (2)           Price               Fee
-------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>              <C>                  <C>
Common Stock, $.001 par value
                                                500,000          $  8.37           $ 4,187,500.00
                                                250,000          $ 12.57           $ 3,142,500.00
                                                125,000          $  8.37           $ 1,046,250.00
                                                375,000          $  7.25           $ 2,718,750.00       $2,929.08
==================================================================================================================
</TABLE>

(1) Also covers any additional shares of the registrant's Common Stock as may be
required pursuant to the stock option plans by reason of any stock dividend,
stock split, recapitalization or other similar change in the Common Stock.

(2) Calculated pursuant to Rule 457(h)(1) based on the actual price at which the
options may be exercised or based on the price of the registrant's Common Stock,
as applicable.

-------------------------------------------------------------------------------



                                      -2-

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.


                                      -3-


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:

         1.     The registrant's annual report on Form 10-K for the year ended
                June 30, 1999, filed with the Securities and Exchange
                Commission on September 28, 1999, which contains audited
                financial statements for the year ended June 30, 1999.

         2.     Description of the registrant's Common Stock contained in the
                registrant's prospectus filed with the Securities and Exchange
                Commission on May 13, 1996, pursuant to Rule 424(b)(3) under
                the Securities Act of 1933.

         3.     The registrant's quarterly reports on Form 10-Q for the
                quarters ended September 30, 1999 (filed with the Securities
                and Exchange Commission on November 15, 1999) and December 31,
                1999 (filed with the Securities and Exchange Commission on
                February 12, 2000).

         4.     The registrant's current report on Form 8-K filed with the
                Securities and Exchange Commission on February 8, 2000.


         In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), a corporation formed under Delaware law is permitted to
indemnify its directors, officers, and other corporate agents, against any
expenses (including reasonable attorneys' fees), judgments, fines, and
amounts paid in settlement of nonderivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit, or proceeding in
which they or any of them were or are made parties or threatened to be made
parties by reason of their serving or having served in such capacity. The
Delaware Law provides, however, that such person must have acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the Delaware Law does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and
only to the extent that, a court determines that such person fairly and
reasonably is entitled to indemnity for expenses the court deems proper in
light of the liability adjudication. Indemnity is mandatory to the extent a
claim, issue or matter has been successfully defended.


                                      -4-

<PAGE>

         The registrant's bylaws provide that the registrant may indemnify
its directors, officers, and certain of its other corporate agents to the
fullest extent permitted under the Delaware Law for all expense, liability
and loss (including attorneys' fees actually and reasonably incurred by them)
in a proceeding by reason of such capacity.

         The registrant's certificate of incorporation states that, to the
fullest extent permitted by the Delaware Law, a director of the registrant
shall not be liable to the registrant or its stockholders for monetary
damages for a breach of fiduciary duty as the registrant's director.

         The registrant has purchased and maintains liability insurance
against liabilities that may be asserted against such persons in connection
with the registrant, whether or not indemnification against such liabilities
would be permitted under the provisions of the registrant's certificate of
incorporation or bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


ITEM 8.  EXHIBITS

         See Exhibit Index.


ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:


                  (1) To file, during any period in which offers or sales are
                  being made of the securities registered hereby, a
                  post-effective amendment to this Registration Statement:

                         (i) To include any prospectus required by Section
                         10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective
                         amendment thereof) which, individually or in the
                         aggregate, represent a fundamental change in the
                         information set forth in this Registration Statement;

                         (iii) To include any material information with
                         respect to the plan of distribution not previously
                         disclosed in this Registration Statement or any
                         material change to such information in this
                         Registration Statement;

                  PROVIDED, however, that the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the registrant pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in this Registration Statement.


                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.


                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.


                                      -5-

<PAGE>

         (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                     o o o



                                      -6-

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newport Beach, California on the 3rd day of March, 2000.


                                     INSIGHT HEALTH SERVICES CORP.



                                     By:   /s/ Steven T. Plochocki
                                           -------------------------------------
                                           Steven T. Plochocki
                                           President and Chief Executive Officer


                                      -7-


<PAGE>

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Steven T. Plochocki his true and lawful attorney-in-fact and agent, acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE                              TITLE                              DATE
------------------------               -----------------------            ----------------
<S>                                    <C>                                <C>
/s/ Steven T. Plochocki                Director, President and            March 3, 2000
---------------------------------      Chief Executive Officer
Steven T. Plochocki                    (Principal Executive Officer)


/s/ Thomas V. Croal                    Executive Vice President and       March 3, 2000
---------------------------------      Chief Financial Officer
Thomas V. Croal                        (Principal Accounting Officer)


/s/ Michael E. Aspinwall               Director                           March 3, 2000
---------------------------------
Michael E. Aspinwall


/s/ Grant R. Chamberlain               Director                           March 3, 2000
---------------------------------
Grant R. Chamberlain


/s/ W. Robert Dahl                     Director                           March 3, 2000
---------------------------------
W. Robert Dahl


---------------------------------      Director                           March _, 2000
Frank E. Egger


/s/ Leonard H. Habas                   Director                           March 3, 2000
---------------------------------
Leonard H. Habas


/s/ Ronald G. Pantello                 Director                           March 3, 2000
---------------------------------
Ronald G. Pantello


                                       Director                           March _, 2000
---------------------------------
Glenn A. Youngkin

</TABLE>


                                      -8-


<PAGE>

                                  EXHIBIT INDEX
                                  -------------

EXHIBIT
-------

4    Instruments Defining Rights of Security Holders

     (a) InSight Health Services Corp. 1997 Management Stock Option Plan,
         incorporated by reference to Exhibit 10.2 of the registrant's
         Registration Statement on Form S-4 ("Form S-4"), filed with the
         Securities and Exchange Commission on August 4, 1998.

     (b) InSight Health Services Corp. 1998 Employee Stock Option Plan,
         incorporated by reference to Exhibit 10.1 of the registrant's Form S-4.

     (c) InSight Health Services Corp. 1999 Stock Option Plan, filed
         herewith.


5    Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC, filed herewith.

24   Consents

     (a) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC: included in
         Exhibit 5.

     (b) Consent of Arthur Andersen LLP, filed herewith.


25   Power of Attorney: included on signature page.




                                      -9-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18414}]
{"company-data": {"conformed-name": "INSIGHT HEALTH SERVICES CORP", "cik": "0001012697", "assigned-sic": "8071", "irs-number": "330702770", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31828", "film-number": "562005"}, "business-address": {"street1": "4400 VON KARMAN AVENUE STE 800", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9494760733"}, "mail-address": {"street1": "4400 VON KARMAN AVE STE 800", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}}
Registration No.
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                          INSIGHT HEALTH SERVICES CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   33-0702770
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                            4400 MACARTHUR BOULEVARD
                         NEWPORT BEACH, CALIFORNIA 92660
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

         INSIGHT HEALTH SERVICES CORP. 1997 MANAGEMENT STOCK OPTION PLAN
          INSIGHT HEALTH SERVICES CORP. 1998 EMPLOYEE STOCK OPTION PLAN
              INSIGHT HEALTH SERVICES CORP. 1999 STOCK OPTION PLAN
                           (FULL TITLES OF THE PLANS)

                               STEVEN T. PLOCHOCKI
                                PRESIDENT AND CEO
                          INSIGHT HEALTH SERVICES CORP.
                       4400 MACARTHUR BOULEVARD, SUITE 800
                         NEWPORT BEACH, CALIFORNIA 92660
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (949) 476-0733
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

      THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
                         MARILYN U. MACNIVEN-YOUNG, ESQ.
             EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                          INSIGHT HEALTH SERVICES CORP.
                       4400 MACARTHUR BOULEVARD, SUITE 800
                         NEWPORT BEACH, CALIFORNIA 92660
                                 (949) 756-7222
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                 Proposed            Proposed
                                                Amount           Maximum             Maximum           Amount of
           Title of Securities                  to be         Offering Price    Aggregate Offering    Registration
            to be Registered                Registered (1)    Per Share (2)           Price               Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value
                                                500,000          $  8.37           $ 4,187,500.00
                                                250,000          $ 12.57           $ 3,142,500.00
                                                125,000          $  8.37           $ 1,046,250.00
                                                375,000          $  7.25           $ 2,718,750.00       $2,929.08
==================================================================================================================
(1) Also covers any additional shares of the registrant's Common Stock as may be
required pursuant to the stock option plans by reason of any stock dividend,
stock split, recapitalization or other similar change in the Common Stock.

(2) Calculated pursuant to Rule 457(h)(1) based on the actual price at which the
options may be exercised or based on the price of the registrant's Common Stock,
as applicable.

-------------------------------------------------------------------------------

                                      -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.

                                      -3-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:

         1.     The registrant's annual report on Form 10-K for the year ended
                June 30, 1999, filed with the Securities and Exchange
                Commission on September 28, 1999, which contains audited
                financial statements for the year ended June 30, 1999.

         2.     Description of the registrant's Common Stock contained in the
                registrant's prospectus filed with the Securities and Exchange
                Commission on May 13, 1996, pursuant to Rule 424(b)(3) under
                the Securities Act of 1933.

         3.     The registrant's quarterly reports on Form 10-Q for the
                quarters ended September 30, 1999 (filed with the Securities
                and Exchange Commission on November 15, 1999) and December 31,
                1999 (filed with the Securities and Exchange Commission on
                February 12, 2000).

         4.     The registrant's current report on Form 8-K filed with the
                Securities and Exchange Commission on February 8, 2000.

         In addition, all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), a corporation formed under Delaware law is permitted to
indemnify its directors, officers, and other corporate agents, against any
expenses (including reasonable attorneys' fees), judgments, fines, and
amounts paid in settlement of nonderivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit, or proceeding in
which they or any of them were or are made parties or threatened to be made
parties by reason of their serving or having served in such capacity. The
Delaware Law provides, however, that such person must have acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the Delaware Law does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and
only to the extent that, a court determines that such person fairly and
reasonably is entitled to indemnity for expenses the court deems proper in
light of the liability adjudication. Indemnity is mandatory to the extent a
claim, issue or matter has been successfully defended.

                                      -4-
The registrant's bylaws provide that the registrant may indemnify
its directors, officers, and certain of its other corporate agents to the
fullest extent permitted under the Delaware Law for all expense, liability
and loss (including attorneys' fees actually and reasonably incurred by them)
in a proceeding by reason of such capacity.

         The registrant's certificate of incorporation states that, to the
fullest extent permitted by the Delaware Law, a director of the registrant
shall not be liable to the registrant or its stockholders for monetary
damages for a breach of fiduciary duty as the registrant's director.

         The registrant has purchased and maintains liability insurance
against liabilities that may be asserted against such persons in connection
with the registrant, whether or not indemnification against such liabilities
would be permitted under the provisions of the registrant's certificate of
incorporation or bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made of the securities registered hereby, a
                  post-effective amendment to this Registration Statement:

                         (i) To include any prospectus required by Section
                         10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective
                         amendment thereof) which, individually or in the
                         aggregate, represent a fundamental change in the
                         information set forth in this Registration Statement;

                         (iii) To include any material information with
                         respect to the plan of distribution not previously
                         disclosed in this Registration Statement or any
                         material change to such information in this
                         Registration Statement;

                  PROVIDED, however, that the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the registrant pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                                      -5-
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                     o o o

                                      -6-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newport Beach, California on the 3rd day of March, 2000.

                                     INSIGHT HEALTH SERVICES CORP.

                                     By:   /s/ Steven T. Plochocki
                                           -------------------------------------
                                           Steven T. Plochocki
                                           President and Chief Executive Officer

                                      -7-
POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
Steven T. Plochocki his true and lawful attorney-in-fact and agent, acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                              TITLE                              DATE
------------------------               -----------------------            ----------------
/s/ Steven T. Plochocki                Director, President and            March 3, 2000
---------------------------------      Chief Executive Officer
Steven T. Plochocki                    (Principal Executive Officer)

/s/ Thomas V. Croal                    Executive Vice President and       March 3, 2000
---------------------------------      Chief Financial Officer
Thomas V. Croal                        (Principal Accounting Officer)

/s/ Michael E. Aspinwall               Director                           March 3, 2000
---------------------------------
Michael E. Aspinwall

/s/ Grant R. Chamberlain               Director                           March 3, 2000
---------------------------------
Grant R. Chamberlain

/s/ W. Robert Dahl                     Director                           March 3, 2000
---------------------------------
W. Robert Dahl

---------------------------------      Director                           March _, 2000
Frank E. Egger

/s/ Leonard H. Habas                   Director                           March 3, 2000
---------------------------------
Leonard H. Habas

/s/ Ronald G. Pantello                 Director                           March 3, 2000
---------------------------------
Ronald G. Pantello

                                       Director                           March _, 2000
---------------------------------
Glenn A. Youngkin
-8-
EXHIBIT INDEX
                                  -------------

EXHIBIT
-------

4    Instruments Defining Rights of Security Holders

     (a) InSight Health Services Corp. 1997 Management Stock Option Plan,
         incorporated by reference to Exhibit 10.2 of the registrant's
         Registration Statement on Form S-4 ("Form S-4"), filed with the
         Securities and Exchange Commission on August 4, 1998.

     (b) InSight Health Services Corp. 1998 Employee Stock Option Plan,
         incorporated by reference to Exhibit 10.1 of the registrant's Form S-4.

     (c) InSight Health Services Corp. 1999 Stock Option Plan, filed
         herewith.

5    Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC, filed herewith.

24   Consents

     (a) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC: included in
         Exhibit 5.

     (b) Consent of Arthur Andersen LLP, filed herewith.

25   Power of Attorney: included on signature page.

                                      -9-