UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

INCREDIMAIL LTD. 

(Name of Issuer)

ORDINARY SHARES, PAR VALUE NIS 0.01 PER SHARE

(Title of Class of Securities)

M5364E 104

 (CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule

is filed: x Rule 13d-1(c)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s)

Page 1 of 4 Pages

CUSIP No. M5364E 104 Schedule 13G Page 2 of 4

1	NAMES OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Longview Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION California
5	SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON - 1,010,928 Ordinary Shares
6	SHARED VOTING POWER - None
7	SOLE DISPOSITIVE POWER - 1,010,928 Ordinary Shares
8	SHARED DISPOSITIVE POWER - None
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 1,010,928 Ordinary Shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES            o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.755%
12	TYPE OF REPORTING PERSON OO

CUSIP No. M5364E 104 Schedule 13G Page 3 of 4

ITEM 1	(a) NAME OF ISSUER: IncrediMail Ltd.
ITEM 1	(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
	2 Kaufman Street, Tel Aviv, Israel 68012
ITEM 2	(a) NAME OF PERSON FILING: Longview Fund L.P.
ITEM 2	(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
	600 Montgomery Street, 44th Floor, San Francisco, CA 94111
ITEM 2	(c) CITIZENSHIP: California
ITEM 2	(d) TITLE OF CLASS OF SECURITIES: Ordinary Shares, par value NIS 0.01 per share
ITEM 2	(e) CUSIP NUMBER: M5364E 104
ITEM 3	IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable
ITEM 4	OWNERSHIP
	(a)  AMOUNT BENEFICIALLY OWNED: 1,010,928 Ordinary Shares
	(b)  PERCENT OF CLASS: 10.755%
	(c)  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
	(i)        SOLE POWER TO VOTE OR DIRECT THE VOTE 1,010,928 Ordinary Shares
	(ii)       SHARED POWER TO VOTE OR DIRECT THE VOTE 0 Shares
	(iii)      SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 1,010,928 Ordinary Shares
	(iv)      SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 Shares

CUSIP No. M5364E 104 Schedule 13G Page 4 of 4

ITEM 5	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	Not applicable
ITEM 6	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	Not applicable
ITEM 7	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
	SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	Not applicable
ITEM 8	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
	Not applicable
ITEM 9	NOTICE OF DISSOLUTION OF GROUP
	Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 4, 2007

(Date)

/s/ S. Michael Rudolph

(Signature)

S. Michael Rudolph, CFO of Viking Asset

Management LLC, as Investment

Manager

(Name/Title)