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
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