SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      July 17, 2005

Michael H. Carrel
Chief Operating and Chief Financial Officer
Vital Images, Inc.
5850 Opus Parkway, Suite 300
Minnetonka, MN 55343

	Re:	Vital Images, Inc.
		Post-Effective Amendment No. 1 on Form S-1 to the Form
S-3
		Filed June 17, 2005
		File No. 333-114078

		Form 10-K/A for the Fiscal Year Ended December 31, 2004
		File No. 0-22229

Dear Mr. Carrel:

	We have limited our review of the above filings to the
matters
addressed in the comments below.  Please respond to our comments
that
pertain to the Form 10-K/A within 10 business days of the date of
this letter.  Where indicated, we think you should revise your
registration statement 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 filing.
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 numbers listed
at
the end of this letter.

Post-Effective Amendment No. 1 on Form S-1 to the Form S-3

General

1. We are in receipt of your confidential treatment application
(#16909) associated with your Form 10-Q for March 31, 2005.  Any
comments will be sent under separate cover.

Selling Shareholders, page 64

2. Briefly expand your disclosure to disclose the material terms
of
your June 2003 private placement and the milestones that must be
achieved to trigger the issuance of up to an additional 300,000
shares to certain selling shareholders. Clarify which shares being
registered for resale pertain to the June 2003 private placement.
Please update the table to a more recent date than March 31, 2005.
See Item 507 of Regulation S-K.

3. You indicate that certain individuals "may be deemed" to have
investment and voting power over the shares being offered by
certain
selling shareholders that are legal entities.  However, you should
revise to disclose the person(s) who actually exercise the voting
and
dispositive powers with respect to the shares and not those you
"deem" to beneficially own (see footnote (31)), to have investment
discretion (see footnote (28)), or to have investment and voting
power (see footnote (30)) over such shares.  See Interpretation
I.60
of the July 1997 manual of publicly available CF telephone
interpretations, as well as interpretation 4S of the Regulation S-
K
portion of the March 1999 supplement to the CF telephone
interpretation manual.

4. We also note that footnote (29) states that Mr. Levenstein is
deemed to have investment discretion and voting powers over the
shares being offered for Jess Morgan & Company, Inc. based upon a
Schedule 13G/A filed with the Commission on July 3, 2003.  We
presume
that this information is still current to the best of your
knowledge
even though this third-party filing is more than two years old.

5. It is unclear from your current disclosure which selling
shareholders are affiliates of registered broker-dealers.  We note
disclosure such as "these individuals were registered
representatives
or employees of the broker who acted as our agent," "Deephaven
Small
Cap Growth Fund LLC is not a broker-dealer, but it is an indirect
subsidiary of Knight Trading Group, Inc., which is affiliated with
one or more broker-dealers," and "Centennial Lakes Capital, Inc.,
which is a member of the National Association of Securities
Dealers,
Inc. is the principal distributor of Kopp Emerging Growth Fund."
If
statements such as these are meant to disclose that the selling
shareholder referred to is an affiliate of a broker-dealer, this
should be clearly stated.  Please clarify.

6. Please confirm that UBS O`Connor LLC is not an affiliate of the
broker-dealer.

Form 10-K, as amended, for the Fiscal Year Ended December 31, 2004

Item 9A. Controls and Procedures

Changes in internal control over financial reporting, page 4

7. You state "[e]xcept as otherwise discussed herein, there have
been
no changes in our internal control over financial reporting during
our fourth fiscal quarter..."  However, Item 308(c) requires you
disclose any change in your internal control over financial
reporting
that occurred during your last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Revise to state clearly, if
true,
that there were changes in your internal control over financial
reporting that occurred during the quarter that have materially
affected, or are reasonably likely to materially affect, your
internal control over financial reporting.  This comment also
applies
to your disclosure in the Form 10-Q for the quarter ended March
31,
2005.

*	*	*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  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 filings to be certain that the
filings include all information required under the Securities Act
of
1933 and the Securities Exchange Act of 1934 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 the facts relating to a company`s disclosure, they are
responsible for the accuracy and adequately 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 a 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 Rule 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.

	If you have any questions regarding these comments, you may
contact Rebekah Toton at (202) 551-3857 or me at (202) 551-3735.

								Sincerely,

								Barbara Jacobs
								Assistant Director

cc:	Via Facsimile (612) 604-6800
	Michele D. Vaillancourt, Esq.
	Winthrop & Weinstein, P.A.
	Telephone: (612) 604-6400
??

??

??

??

Michael H. Carrel
Vital Images, Inc.
July 17, 2005
Page 1

</TEXT>
</DOCUMENT>