SecProbe.io

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April 19, 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
Revised Preliminary Proxy Statement on Schedule 14A
Filed April 8, 2005
File No.  0-29486

Dear Mr. Linden:

	We have reviewed your revised preliminary proxy statement on
Schedule 14A and your responses to our letters dated March 18 and
March 30, 2005 and have the following additional 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 have reviewed your response to comment 1 of our letter dated
March 30, 2005 and need further clarification regarding your
response
in relation to paragraph 17(c) of SFAS 141.  You disclose on page
156
that the board of directors has not yet determined whether or how
constitution of any of the board committees will change with the
appointment to the board of certain Cedara directors in connection
with the closing of the acquisition.  In this regard, tell us
whether
you believe the initial composition of the governing body of the
combined entity is other than temporary and provide evidence to
support your assessment. Tell us whether there are any other
arrangements that will serve to define the board composition after
consummation and whether there are any current plans to change the
nominating committee.  Indicate how members are selected to be on
the
nominating committee and describe the process of nominating a
director for the BOD (i.e., does the nominating committee have
sole
discretion on nominations?).  In addition, describe the
significant
terms of the employment agreements with the CEO and the CFO
including
the basis for termination.  That is, indicate whether the board
can
terminate these employees for any reason (e.g., "at will"
employees).

2. We have reviewed your response to comment 2 of our letter dated
March 30, 2005 and note on page 171 that you state that the
estimation of in-process research and development charges has not
been completed and as such, no charge has been included in the pro
forma results of operations.  Since the pro forma financial
information is based on preliminary estimates and is to assist the
investor, the amount of this charge should be included in the pro
forma balance sheet along with the disclosures outlined in our
prior
comment no. 2. See Article 11-02(a) of Regulation S-X.  Note that
these amounts would not be considered in the pro forma results of
operations as these amounts represent nonrecurring charges.

3. We have reviewed your response to comment 4 of our letter dated
March 30, 2005.  We note from your response that the $60 million
anticipated to be recognized as acquired intangible assets include
software and systems technology, trademarks and customer
relationships.  Provide further clarification of how you are able
to
support your preliminary estimate for the $60 million aggregate
amount of intangible assets purchased in connection with the
Cedara
acquisition but not a preliminary allocation of this amount to the
individual intangible assets.  We reissue our previous comment to
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 a preliminary
estimate.
See Article 11-02(a) of Regulation S-X.  It should also be noted
that
your reference to Topic 3.II.G(1)(g) of the Division of
Corporation
Finance manual entitled "Accounting Disclosure Rules and
Practices,"
is not applicable since it applies to pre-acquisition
contingencies
under SFAS 38.

4. We have reviewed your response to comment 6 of our letter dated
March 30, 2005.  Tell us the nature of each element included in
the
maintenance obligation and the professional services obligation.
Describe the terms of the engineering projects and why it
represents
deferred revenue.  Expand footnote (8) of page 175 to better
describe
the each element included in your legal obligation.  Since the pro
forma financial information is based on preliminary estimates and
is
to assist the investor, the amount of this adjustment should be
included in the pro forma balance sheet.  See Article 11-02(a) of
Regulation S-X.

The Merger Agreement, page 97

	Representations and Warranties, page 98
5. We note the added paragraph regarding the qualification of the
representations and warranties of Merge and Cedara set forth in
the
merger agreement.  Per the telephone conversation between Perry
Hindin and Geoffrey Morgan, counsel to Merge, please revise this
paragraph.
      Merge Proposal #2 - The Merge Articles of Amendment, page
147
6. Refer to SEC Release 34-15230 and discuss the possible anti-
takeover effects of the increase in authorized shares.  What other
provisions of your articles, bylaws, or other governing documents
have material anti-takeover consequences?  Are there any plans or
proposals to adopt other provisions or enter into other
arrangements
that may have material anti-takeover consequences?  Inform holders
that management might use the additional shares to resist or
frustrate a third-party transaction providing an above-market
premium
that is favored by a majority of the independent shareholders.

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.

      You may contact Patrick Gilmore, Staff Accountant, at (202)
824-5355 if you have questions regarding comments on the financial
statements and related matters.  Please contact Perry Hindin,
Staff
Attorney, at (202) 942-2822 with questions on any other matters.
If
you require further assistance, you may contact me at (202) 942-
1800
with any other questions.

						Sincerely,

						Barbara C. Jacobs
Assistant Director
						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
April 19, 2005
page 1

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