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).
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CUSIP
No. M5364E 104
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Schedule
13G
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Page
2 of
4
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1
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NAMES
OF REPORTING PERSONS
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Longview
Fund L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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5
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SOLE
VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
- 1,010,928 Ordinary Shares
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6
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SHARED
VOTING POWER - None
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7
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SOLE
DISPOSITIVE POWER - 1,010,928 Ordinary Shares
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8
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SHARED
DISPOSITIVE POWER - None
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
1,010,928
Ordinary Shares
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.755%
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12
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TYPE
OF REPORTING PERSON
OO
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CUSIP
No. M5364E 104
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Schedule
13G
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Page 3
of
4
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ITEM
1
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(a)
NAME OF ISSUER: IncrediMail Ltd.
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ITEM
1
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(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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2
Kaufman Street, Tel Aviv, Israel 68012
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ITEM
2
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(a)
NAME OF PERSON FILING: Longview Fund L.P.
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ITEM
2
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(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
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600
Montgomery Street, 44th Floor, San Francisco, CA 94111
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ITEM
2
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(c)
CITIZENSHIP: California
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ITEM
2
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(d)
TITLE OF CLASS OF SECURITIES: Ordinary Shares, par value NIS
0.01 per
share
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ITEM
2
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(e)
CUSIP NUMBER: M5364E 104
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ITEM
3
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IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B):
Not
applicable
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ITEM
4
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OWNERSHIP
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(a) AMOUNT
BENEFICIALLY OWNED: 1,010,928 Ordinary Shares
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(b) PERCENT
OF CLASS: 10.755%
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(c) NUMBER
OF SHARES AS TO WHICH SUCH PERSON HAS:
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(i)
SOLE POWER TO VOTE OR DIRECT THE VOTE 1,010,928 Ordinary
Shares
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(ii) SHARED POWER TO VOTE OR DIRECT
THE VOTE 0 Shares
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(iii) SOLE POWER TO DISPOSE OR TO
DIRECT THE DISPOSITION OF 1,010,928 Ordinary Shares
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(iv)
SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0
Shares
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ITEM
5
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
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Not
applicable
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ITEM
6
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not
applicable
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ITEM
7
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
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SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY
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Not
applicable
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ITEM
8
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF A GROUP
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Not
applicable
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ITEM
9
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NOTICE
OF DISSOLUTION OF GROUP
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Not
applicable
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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.
| June 4, 2007 | |||
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(Date)
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| /s/ S. Michael Rudolph | |||
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(Signature)
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|||
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S.
Michael Rudolph, CFO of Viking Asset
Management
LLC, as Investment
Manager
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