SecProbe.io

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	July 6, 2005

via U.S. mail

Richard A. Linden
President and Chief Executive Officer
Merge Technologies Incorporated
6737 West Washington Street
Suite 2250
Milwaukee, Wisconsin 53214

Re:	Merge Technologies Incorporated
	Registration Statement on Form S-3
	Filed June 7, 2005
	File No. 333-125603

	Form 10-K for the fiscal year ended 12/31/2004
	File No. 0-29486

Dear Mr. Linden:

	We have limited our review of the above filings to the issues
addressed in the following comments.  Where indicated, we think
you
should revise your filings 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 or may not
raise additional comments.  You should respond to the comments to
your Exchange Act filings as soon as possible and not later than
July
20, 2005.

	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
filings.
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.

Form S-3
Signature Page

1. The registration statement must be signed by the registrant, as
well as by its principal executive officer, principal financial
officer, principal accounting officer or controller and a majority
of
its directors.  Any person who occupies more than one of the
specified positions should indicate each capacity in which he
signs
the registration statement.  While we note that Scott Veech has
signed the registration statement  as Chief Financial Officer and
Treasurer, you do not also identify him as your principal
accounting
officer.  To the extent that he is signing the registration in
that
capacity as well, revise your signature page to so indicate.
Otherwise, please have your principal accounting officer also sign
the registration statement.  See the instructions to signature
section of Form S-3.

Form 10-K
Disclosure of Controls and Procedures
2. Your disclosure regarding your disclosure controls and
procedures
indicates that your CEO and CFO concluded that your disclosure
controls and procedures "are effective for gathering, analyzing
and
disclosing the information [you] are required to disclose in
[y]our
reports filed under the Exchange Act."  This conclusion appears
narrower than the disclosure called for by Item 307 of Regulation
S-
K.  In your response letter, please tell us whether your CEO and
CFO
concluded that the disclosure controls and procedures, as that
term
is defined in Rule 13a-15(e), were "effective."  Also confirm that
you will consider this comment in preparing future periodic
reports.
See Item 307 of Regulation S-K and Release 33-8238.

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments 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 amendments 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.

	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.

      Please contact Perry Hindin, Staff Attorney, at (202) 551-
3444
with any questions. If you require further assistance, you may
contact me at (202) 551-3462 or Barbara C. Jacobs, Assistant
Director
at (202) 551-3730.

								Sincerely,

	Mark P. Shuman
	Branch Chief - Legal
	Office of Computers
	and Online Services

cc:	via facsimile
Geoffrey R. Morgan at Michael Best & Friedrich LLP at (F) (414)
277-
0656
Richard A. Linden
Merge Technologies Incorporated
July 6, 2005
page 1

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