SecProbe.io

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      March 30, 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
accounting 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.
1. We note on page three that upon completion of the merger,
Merge`s
shareholders and Cedara`s former shareholders will own
approximately
41% and 59%, respectively, of the outstanding economic interest of
the combined entity.  Help us understand how you determined that
Merge was the accounting acquirer and identify the facts and
circumstances that support your conclusion.  Your response should
address paragraph 17 of SFAS 141.
2. We note you disclose that you expect to incur a charge for in-
process research and development but the estimation is not yet
complete.  The discussion in your pro forma financial statements
should include a preliminary estimate of the amount to be
allocated
to IPR&D and the following should be disclosed:

a) provide an overview of the projects acquired,
b) describe the stage of completeness, complexity or uniqueness of
the work completed at the acquisition date,
c) disclose by project the nature, timing and estimated costs of
the
remaining efforts to develop the acquired technology into a
commercially viable product,
d) disclose management`s expectation as to whether or not the
projects will be successfully developed and when you expect to
begin
to benefit from the acquired R&D, and
e) disclose the assumptions used to determine the value of the
purchased in-process research and development, including but not
be
limited to any growth in revenues, expected trends in profit
margins
and SG&A expenses and whether the assumptions assume any
anticipated
expense reductions/synergies as a result of each acquisition, and
also disclose the discount rates you used and the underlying
assumptions to support those rates.
3. We also note on page 177, footnote (8) that you have included a
placeholder in the pro forma statement of operations for in-
process
research and development.  Amounts related to in-process research
and
development should not be included in the pro forma results of
operations as these charges are not recurring.  Revise to delete
this
reference.
4. Refer to your preliminary purchase price allocation schedule on
page 172.  We note you allocated an aggregate amount of $60
million
to identified amortizable intangible assets.  Revise to
specifically
identify each amortizable intangible asset included in the $60
million as well as amounts expected to be allocated to each even
if
the allocation is preliminary.  Additionally, revise pro forma
adjustments if necessary.
5. We also note on page 172 that you have preliminarily allocated
approximately 75% of the purchase price to goodwill.
Supplementally
tell us the specific factors that contributed to a purchase price
that resulted in the recognition of a significant amount of
goodwill.
Refer by analogy to paragraph 51(b) of SFAS 141.  Since the
intangible assets acquired are not individually disclosed, it
difficult to ascertain why a large portion of the purchase price
is
being allocated to goodwill.

6. We note that you will make purchase accounting adjustments to
reflect the deferred revenue of Cedara at fair value.  Tell us how
you will determine the fair value of the underlying legal
obligation
represented by deferred revenue.  Clearly describe the nature of
the
assumed legal obligation.  See EITF 01-3.

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 Patrick Gilmore, Staff Accountant, at (202)
942-
5355 with any questions.  If you require further assistance, you
may
contact Perry Hindin, at (202) 942-2822 or me at (202) 942-1818.

						Sincerely,

						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services
cc:	P. Gilmore
	P. Hindin
      via facsimile
Geoffrey Morgan
Michael Best & Friedrich LLP
	(F) (414) 277-0656
Merge Technologies Incorporated
March 30, 2005
page 1

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