SecProbe.io

CORRESP
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filename1.htm

  July 28, 2005

  Michele D. Vaillancourt

  (612) 604-6681

  mvaillancourt@winthrop.com

Via
EDGAR and Federal Express

Securities and
Exchange Commission

Station Place

100 F Street N.E.

Washington, D.C.  20549

Mail Stop 4561

  Re:

  Vital
  Images, Inc.

  Post-Effective
  Amendment No. 2 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

Ladies
and Gentlemen:

                On behalf of Vital Images, Inc.
(“Vital Images” or “the company”), a Minnesota corporation, we are responding
to Comment  7 presented in the letter
from Ms. Barbara C. Jacobs dated July 17, 2005.  Our responses to the other Comments will
follow after we obtain the information requested in Ms. Jacobs’ letter from the
selling shareholders named in the above-described Post-Effective Amendment.

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

Comment 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

Securities and
Exchange Commission

July 28, 2005

Page 2

                                                                                                                                                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.

Response 7.                                                                               Vital Images will amend its Annual Report
on Form 10-K for the year ended December 31, 2004 and its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005 to more clearly describe the
changes in its internal control over financial reporting that occurred during
its last fiscal quarter completed before each of such reports that have
materially affected, or are reasonably likely to materially affect, its
internal control over financial reporting, in accordance with Item 9A of the
Annual Report on Form 10-K and Item 308(c) of Regulation S-K.

As set forth in
Ms. Jacobs’ July 17, 2005 letter, when Vital Images requests acceleration of
the effective date of the above-referenced Post-Effective Amendment, it will
acknowledge 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.

If you have any
questions in connection with this letter, please contact the undersigned at
(612) 604-6681.

Very truly yours,

  WINTHROP &
  WEINSTINE, P.A.

  /s/ Michele D.
  Vaillancourt

  Michele D. Vaillancourt

cc:           Vital Images, Inc.

                PricewaterhouseCoopers, LLP

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