SecProbe.io

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      March 18, 2005

via U.S. mail

Richard A. Linden
President and Chief Executive Officer
Merge Technologies Incorporated
1126 South 70th Street
Suite 107B
Milwaukee, Wisconsin 53214

Re:	Merge Technologies Incorporated
Preliminary Proxy Statement on Schedule 14A
Filed March 11, 2005
File No.  0-29486

Dear Mr. Linden:

	This is to advise you that we have conducted a limited review
of
the above preliminary proxy statement and have the following
comments.  Where indicated, we think you should revise your
document
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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that the issuance of exchangeable shares and Merge
Technologies common stock to shareholders will not be registered
under the Securities Act but instead will be issued in reliance
upon
the exemption provided by Section 3(a)(10) of the Securities Act.
Please provide on a supplemental basis a detailed factual and
legal
analysis setting forth why you believe you may properly rely on
this
exemption.  In preparing your response, please refer to the
Division
of Corporation Finance Revised Staff Legal Bulletin No. 3 (October
20, 1999).
2. We note that you are soliciting the vote of your shareholders
to
approve an amendment to your articles of incorporation to increase
the number of authorized shares of common stock from 30 million to
100 million.  Clarify whether any of the additional shares to be
authorized are needed to consummate the merger.  Other than plans
to
use such additional shares  to complete the merger, do you have
any
current plans, proposals or arrangements necessitating the
increase
in authorized shares?  If so, provide us with a detailed
description
of such plans, proposals or arrangements and expand the proxy
statement accordingly.  Alternatively, affirmatively state in your
proxy statement that you do not have any current plans, proposals
or
arrangements necessitating the increase in your authorized
capital.
3. You indicate on page 82 that holders of exchangeable shares
will
be entitled at any time following the effective time of the merger
transaction to require redemption by ExchangeCo of any or all of
the
exchangeable shares held by such holder and that such shares would
effectively be exchanged for shares of Merge Technologies.  You
also
indicate that in such a scenario, Merge Holdings will have an
overriding right to purchase all but not less than all of the
exchangeable shares offered for redemption by such holders, again
payable in shares of Merge Technologies.  Furthermore, you
indicate
that it will take 10 to 15 business days from the date of holder`s
request for redemption for the holder to receive your shares.
Finally, you indicate on page 96 that you have agreed that the
issuance of your common stock from time to time in exchange for
the
exchangeable shares will be registered under the Securities Act as
promptly as practicable (but no later than 30 days) after the
effective date of the transaction.  It appears then that a holder
may
not receive shares for a period greater than 10-15 business days.
Please explain why this is not the case.
4. We note that you currently have pending before the Commission a
request for an extension of a previously granted order for
confidential treatment.  Before we are able to confirm that we
have
no further comments with respect to your preliminary information
statement, we will need confirmation from you that such request
has
been resolved.  Please advise accordingly.

Closing Comments

      As appropriate, please amend your filing 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 supplemental 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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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.

      Please contact Perry Hindin, Staff Attorney, at (202) 942-
2822
with any questions. If you require further assistance, you may
contact me at (202) 942-1818 or Barbara C. Jacobs, Assistant
Director
at (202) 942-1800.

						Sincerely,

						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services
cc:	P. Hindin
      via facsimile
Geoffrey Morgan
Michael Best & Friedrich LLP
	(F) (414) 277-0656

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Merge Technologies Incorporated
March 18, 2005
page 1

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