SecProbe.io

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Mail Stop 4-6

      February 2, 2005

Craig A. Parker
General Counsel and Secretary
Emageon Inc.
1200 Corporate Drive, Suite 200
Birmingham, Alabama 35242

Re:  	Emageon, Inc.
	Filed January 25, 2005
	Amendment No. 2 to Form S-1
	File No. 333-120621

Dear Mr. Parker:

    We have reviewed your responses and amendment to Form S-1 and
have the following comments.

Stock Split, page 4

1. We note that the audited financial statements do not give
effect
to the 1 for 8.25 stock split that is expected to occur prior to
the
closing of this offering.  Tell us how and when you intend to
reflect
this stock split in your financial statements.  Refer to SAB Topic
4.C.

Prior comment no. 6, Backlog

2. Revise your disclosures surrounding backlog to clarify use of
the
term "beyond".  For example, do you expect the remaining
contractual
backlog to be recognized one year beyond 2007 or ten years beyond
2007?  Elsewhere in the document you indicate your PCS arrangement
have terms of one to seven years, with a typical duration of five
years (page 28).  This disclosure suggests that you will recognize
the majority of the remaining contractual backlog over the next
five
years.  If so, please revise to clarify the period the remaining
backlog will be recognized.  If you expect the remaining
contractual
backlog to be recognized over a different period, please advise
and
revise to clarify.

Prior Comment No. 11, Results of Operations

3. In your revised disclosures, you indicate that the shift from
term
to perpetual licenses impacted the growth in revenue for the
twelve-
month period ending December 31, 2003 more than in the nine-month
period ending September 30, 2004.  You state that the increase in
revenue as a result of the shift to perpetual licenses was $3.9
for
the twelve month period ending December 31, 2003 versus $1.6 for
the
nine month period ending September 30, 2004.  This result appears
inconsistent with our expectations based on certain disclosures
elsewhere in the document related to the number and timing of new
perpetual licenses.  On page 34 you state that only three of nine
new
license agreements were perpetual for the nine months ended
September
30, 2003 versus 11 of 12 for the nine months ended September 30,
2004. Based on those facts we would have expected the impact of
the
shift to perpetual from term to be much greater for the nine
months
ended September 30, 2004 than the twelve months ended December 31,
2003.  Help us understand this possible inconsistency.  Also,
provide
us with your calculations for determining the impact of the shift
to
perpetual licenses.

4. We note you have provided new disclosure surrounding your
quarterly results of operations on page 38.  Please revise to
explain
and quantify, as necessary, how the shift from term licenses to
perpetual licenses has impacted your quarterly revenue growth.

Prior Comment No. 14, Commissions

5. Your response to Prior Comment no. 14 indicates that the gross
amount of the calculated adjustment of $(5,346) is immaterial for
the
nine months ended September 30, 2004 and the audited financial
statements have not been changed.  You further indicate that you
have
made the appropriate updates to your quarterly financial
information
for 2004 (page 38).  Help us understand the changes that you made
to
your quarterly information.  Since the sum of your quarters is
equal
to the nine-month results, it appears that one of your quarters
does
not yet reflect the change.  Clarify the quarter affected and
confirm
supplementally that your quarter ended June 30, 2004 (the only
period
with operating income) is properly stated.

*  *  *  *  *  *  *

    	You may contact Steven Williams at 202-824-5540 or Lisa
Mitrovich, Assistant Chief Accountant, at 202-942-1836, if you
have
questions regarding comments on the financial statements and
related
matters.  Please address all other comments to Maryse Mills-
Apenteng
at 202-942-1861.  If you require further assistance you may
contact
the undersigned at 202-942-1800.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Via facsimile:  404-815-6555
      Daniel T. Falstad, Esq.
      Martin R. Tilson, Esq.
      Matthew Morrison, Esq.
	Kilpatrick Stockton LLP
	1100 Peachtree Street
      Atlanta, Georgia  30309

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