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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Merge Healthcare Incorporated

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

589499102

(CUSIP Number)

June 16, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o Rule 13d-1(d)

* 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).

CUSIP No. 589499102 

1	NAMES OF REPORTING PERSONS Prescott Group Capital Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Oklahoma
		5	SOLE VOTING POWER
NUMBER OF			0
SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

**SEE ITEM 4(b).

2

CUSIP No. 589499102 

1	NAMES OF REPORTING PERSONS Prescott Group Aggressive Small Cap, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Oklahoma
		5	SOLE VOTING POWER
NUMBER OF			0
SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

**SEE ITEM 4(b).

3

CUSIP No. 589499102 

1	NAMES OF REPORTING PERSONS Prescott Group Aggressive Small Cap II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Oklahoma
		5	SOLE VOTING POWER
NUMBER OF			0
SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

**SEE ITEM 4(b).

4

CUSIP No. 589499102 

1	NAMES OF REPORTING PERSONS Phil Frohlich
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S. Citizen
		5	SOLE VOTING POWER
NUMBER OF			0
SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

5

SCHEDULE 13G/A

This Amendment No. 3 (“Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich the principal of Prescott Capital, relating to shares of common stock of Merge Healthcare Incorporated, a Wisconsin corporation (the “Issuer”).

This Amendment is being filed to report that the Reporting Persons no longer beneficially own the Issuer’s Common Stock.

Item 1(a) Name of Issuer.

Merge Healthcare Incorporated

Item 1(b) Address of Issuer’s Principal Executive Offices.

6737 West Washington Street
Suite 2250
Milwaukee, WI 53214

Item 2(a) Name of Person Filing.

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and together with Prescott Small Cap, the “Small Cap Funds”), and Mr. Phil Frohlich.

Item 2(b) Address of Principal Business Office, or, if none, Residence.

1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104-6529

Item 2(c) Citizenship or Place of Organization.

Prescott Capital is an Oklahoma limited liability company. Prescott Small Cap is an Oklahoma limited partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

Item 2(d) Title of Class of Securities.

Common Stock, par value $0.01 per share (the “Common Stock”).

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Item 2(e) CUSIP Number.

589499102

Item 3 Reporting Person.

Inapplicable.

Item 4 Ownership.

The Reporting Persons own 0 shares of Common Stock.

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

Item 9 Notice of Dissolution of Group.

Inapplicable.

Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits Exhibit 1

Joint Filing Agreement dated July 8, 2008, between Prescott Capital, Prescott Small Cap and Mr. Phil Frohlich.

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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.

Date: July 8, 2008

Prescott Group Capital Management, L.L.C.
By:	/s/ Phil Frohlich
	PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap, L.P. By: Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap II, L.P. By: Prescott Group Capital Management, L.L.C., its general partner
By:	/s/ Phil Frohlich
	PHIL FROHLICH, Managing Member
/s/ Phil Frohlich
Phil Frohlich

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 1	Joint Filing Agreement dated July 8, 2008, between Prescott Capital, Prescott Small Cap and Mr. Phil Frohlich.

9