SecProbe.io

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						May 6, 2005

Mail Stop 04-06

Steven E. Curd
Chief Executive Officer
VantageMed Corporation
11060 White Rock Road, Suite 210
Rancho Cordova, California 95670

Re:  	VantageMed Corporation
	Registration Statement on Form S-2
      Filed April 7, 2005
      File No. 333-123915

Dear Mr. Curd:

      	This is to advise you that we have limited our review of
the above registration statement to the matters addressed below.
No
further review of the registration statement has been or will be
made.

	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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

REGISTRATION STATEMENT ON FORM S-2

Selling Stockholder, page 12

1.	You refer to the use of the prospectus by transferees of the
selling shareholders listed on page 12, and the list is presented
as
of March 15, 2005.  Please revise to clarify that the transferees
who
may use the prospectus are transferees of the named selling
shareholders who acquire their shares in transfers after the
effective date.  Additionally, please revise so that the selling
shareholder information is presented as of the effective date.
2. Further, please revise your disclosure to identify the natural
persons exercise the sole or shared voting or dispositive powers
over
securities offered by the following holders:
* Merriman Curhan Ford & Co.;
* Leaf Investment Partners, L.P.;
* Leaf Offshore Investment Fund, Ltd.; and
* Altinger Family, LLC.
For guidance, please refer to Exchange Act Rule 13d-3 and
Interpretation I.60 of the July 1997 manual of publicly available
Division of Corporation Finance telephone interpretations.
3. Tell us whether any of the legal entities that are selling
stockholders are affiliates of broker-dealers.  If any of the
selling
stockholders are affiliates of a broker-dealer, but this is not an
indirect primary offering, clearly state in your prospectus
whether:
* the sellers purchased in the ordinary course of business and
* at the time of the purchase of the securities to be resold, the
sellers had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities

Plan of Distribution, page 13
4. You indicate that selling shareholders may sell shares of
common
stock short and that they may "deliver these securities" to close
out
their short positions.  Please refer to interpretation A.65 of the
July 1997 manual of publicly available telephone interpretations
and
revise accordingly.  Confirm to us that each of the selling
security
holders is aware of the referenced telephone interpretation.
Finally, in your response letter, please tell us whether any of
the
selling shareholders have established material short positions and
if
so, provide your analysis concerning whether a description of
those
short positions is a material term of the plan of distribution
that
should be described to provide the information specified by Item
508
of Regulation S-B.

Exhibits 5.1 - Legal Opinion
5. In the opinion you indicate that admitted to practice in
California and New York.  It is not appropriate to include
language
in the opinion that implies counsel may not be qualified to opine
on
the law of the state of incorporation.  Since VantageMed is a
Delaware corporation, the legality opinion necessarily involves
matters of Delaware law.  We will not object to your opinion, if
you
eliminate the statements referring to admission only in states
other
than Delaware.
6. Further, as you are registering equity securities, counsel must
opine on the corporate laws of the jurisdiction of incorporation
of
the registrant.  For example, counsel should state that is opining
as
to Delaware law.  In this respect, Delaware law refers to
statutory
provisions, all applicable provisions of the Delaware
Constitution,
and reported judicial decisions interpreting these laws.
7. Revise to eliminate the last sentence of the opinion.  This
sentence appears to inappropriately limit investor reliance on
this
opinion.

							*  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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 this action 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.

      If you have any questions, please contact Neil Miller at
(202)
551-3442.  If you need additional 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

cc:  	Kevin A. Coyle, Esq. (via facsimile)
	DLA Piper Rudnick Gray Cary US LLP
	400 Capitol Mall, Suite 2400
	Sacramento, CA 95814-4428
	Facsimile No. (916) 930-3201

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VantageMed Corporation
File No.  333-123915
May 6, 2005
Page 1

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