6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of July 2007

Commission File Number: 000-51694

IncrediMail Ltd.
(Translation of registrant's name into English)

4 HaNechoshet Street, Tel-Aviv, Israel 69710
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________      



IncrediMail Ltd.

On June 27, 2007, IncrediMail Ltd. issued a press release announcing that the NASDAQ Stock Market has upgraded the issuer’s listing to the NASDAQ Global Market beginning June 27, 2007. A copy of this press release is annexed hereto as Exhibit 1 and is incorporated herein by reference.

Exhibits

Exhibit 1 Press release dated June 27, 2007, announcing that the NASDAQ Stock Market has upgraded the issuer's listing to the NASDAQ Global Market beginning June 27, 2007.



Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date: July 5, 2007
IncrediMail Ltd.


By: /s/ Yaron Adler
——————————————
Yaron Adler
Chief Executive Officer



6-K

Exhibit 1

IncrediMail Approved for NASDAQ Global Market Listing

NEW YORK – June 27, 2007 – IncrediMail Ltd. (NASDAQ: MAIL), a software company specializing in Internet consumer products and services, received notification that the NASDAQ stock market has upgraded IncrediMail’s listing to the NASDAQ Global Market beginning June 27, 2007. The company will remain trading under the ticker symbol “MAIL” on the Global Market.

“Achieving this important milestone underscores the progress the IncrediMail team has accomplished since our initial public offering in 2006. We anticipate that the broader exposure we will receive by being listed on the Global Markets platform will enhance our visibility to global investors. This important milestone further solidifies our growth and overall success as we continue to broaden our user base, and introduce unique, revenue driving products to the marketplace,” stated Yaron Adler, IncrediMail’s Chief Executive Officer.

About IncrediMail Ltd.

IncrediMail designs and markets an integrated suite of customized and entertaining Internet software products for the consumer market, offering users the ability to design highly personalized email presentations with our large collection of multimedia content for email communication. Our products include: IncrediMail Xe, which allows users to personalize email messages with creative features and is offered free of charge; IncrediMail Premium, an enhanced version of IncrediMail Xe; IncrediMail Letter Creator, which enables further personalization of backgrounds; The Gold Gallery, a content database of additional backgrounds, animations and notifiers; JunkFilter Plus, an anti-spam solution; and the recently introduced Magentic, a solution offering desktop Wallpapers and Screensavers. IncrediMail generates revenue by the sale of these products and services; licensing and co-branding the Incredi brand to operators of third party websites; and selling paid advertising and sponsored links on its website and email client. For more information about IncrediMail, visit www.incredimail-corp.com.

Forward Looking Statements

This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of the Company. The words “believe,” “expect,” “intend,” “plan,” “should” and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of the Company with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in the markets in which the Company operates and in general economic and business conditions, loss of key customers and unpredictable sales cycles, competitive pressures, market acceptance of new products, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, both referenced and not referenced in this press release. Various risks and uncertainties may affect the Company and its results of operations, as described in reports filed by the Company with the Securities and Exchange Commission from time to time. The Company does not assume any obligation to update these forward-looking statements.

Contacts:
IncrediMail Inc.
Executive Vice President
Mr. Jeff Holzmann
jeff@incredimail.com
or
MEDIA RELATIONS:
The Investor Relations Group
Mr. Bill Douglass, 212-704-7385
bdouglass@investorrelationsgroup.com
or
INVESTOR RELATIONS
The Investor Relations Group
Mr. Daniel Berg, 212-825-3210
dberg@investorrelationsgroup.com