SecProbe.io

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						June 1, 2005

Room 4561

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
      Form 10-QSB for Fiscal Quarter Ended
      March 31, 2005
      Filed May 13, 2005
      File No. 0-29367

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

Coverpage
1. In prior comment one from our last letter dated May 6, 2005, we
noticed your reference to the use of the prospectus by transferees
of
the selling shareholders listed on page 13.  Please revise to
delete
your disclosure regarding transferees on the coverpage.
Alternatively, please tell us why the reference to the transferees
on
the coverpage is of sufficient significance to warrant
presentation
on the coverpage?

Exhibits 5.1 - Legal Opinion
2. We reissue prior comment six from our last letter stating that
for
equity securities, counsel must opine on the legality of the
securities under the laws of the state in which the registrant is
incorporated.  Noting the registrant is incorporated in Delaware,
counsel must opine on the legality of the securities under the
laws
of Delaware.
FORM 10-QSB FOR FISCAL QUARTER ENDED MARCH 31, 2005
Item 3. Controls and Procedures, page 26
3. We note your disclosure that the Company carried out an
Evaluation
of the effectiveness of the Company`s disclosure controls and
procedures "within the 90 days prior to the date of this report."
As
Rule 13a-15(b) of the Exchange Act requires such evaluation to be
performed "as of the end of each fiscal quarter," please tell us
whether your executives` concluded that your disclosure controls
and
procedures were effective as of the end of the March 31, 2005
fiscal
quarter.  Additionally, please confirm that your future
evaluations
will be performed as of the end of each fiscal quarter and that
you
will prepare your future disclosure accordingly.
4. In the first paragraph of this section you state that your
disclosure controls and procedures are effective in timely
alerting
them [CEO and CFO] to material information . . . ."   Please note
that the definition of disclosure controls and procedures, as to
which an effectiveness assessment is required, is broader in scope
than the "timely alerting" statement you made.  Please refer to
paragraph (e) of Rule 13e-15 and advise us concerning whether the
evaluations your chief executive and chief financial officers made
were performed with respect to "disclosure controls and
procedures"
as that term is defined in Rule 13a-15(e).  Please confirm that
you
will consider this comment in preparing future periodic filings.
5. We note your statement that there were no "significant changes
in
internal controls and procedures or in other factors that could
significantly affect internal controls subsequent to the date of
their evaluation."  However, Item 308(c) of Regulation S-B
requires
Management to evaluate any change to an issuer`s internal control
over financial reporting that "occurred during" the applicable
fiscal
quarter and that "has materially affected, or is reasonably likely
to
materially affect, the issuer`s  internal control over financial
reporting."  Please supplementally tell us whether your management
identified any such change that occurred during the fiscal quarter
ended March 31, 2005 and that materially affected, or was
reasonably
likely to materially affect, your internal control over financial
reporting, during its evaluation for the period ended March 31,
2005.
Additionally, please confirm that your management will begin
evaluating changes to your internal control over financial
reporting
in accordance with the terms of Item 308(c) of Regulation S-B, and
that future disclosure will reflect such standards for evaluation.

						*  *  *

	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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Mr. Steven E. Curd
VantageMed Corporation
June 1, 2005
Page 1

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