Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Wells Antonia
 2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2008		 3. Issuer Name and Ticker or Trading Symbol
MERGE HEALTHCARE INC [MRGE]
(Last)
(First)
(Middle)
6737 WEST WASHINGTON STREET, SUITE 2250		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Merge OEM Division
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MILWAUKEE, WI 53214		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11,347
D
 
Restricted Common Stock 53,333
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   (1) 05/11/2008 Common Stock 19,567 $ 2.75 D  
Stock Options   (2) 05/31/2011 Common Stock 25,000 $ 17.5 D  
Stock Options   (3) 10/19/2011 Common Stock 10,000 $ 17.82 D  
Stock Options   (4) 11/16/2012 Common Stock 25,000 $ 6.34 D  
Stock Options   (5) 04/02/2013 Common Stock 35,000 $ 4.99 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wells Antonia
6737 WEST WASHINGTON STREET
SUITE 2250
MILWAUKEE, WI 53214		       President, Merge OEM Division  

Signatures

/s/ Julie Ann B. Schumitsch, by Power of Attorney for Antonia Wells 06/06/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Nonqualified replacement options to purchase 9,784 shares of Common Stock as of June 1, 2005 and 9,784 shares of Common Stock as of May 12, 2006.
(2) Nonqualified options to purchase 6,250 shares of Common Stock vesting on each of June 1, 2005, June 1, 2006, June 1, 2007 and June 1, 2008.
(3) Nonqualified options to purchase 2,500 shares of Common Stock vesting on each of October 20, 2006, October 20, 2007, October 20, 2008 and October 20, 2009.
(4) Nonqualified options to purchase 6,250 shares of Common Stock vesting on each of November 17, 2007, November 17, 2008, November 17, 2009 and November 17, 2010.
(5) Nonqualified options to purchase 8,750 shares of Common Stock vesting on each of April 3, 2008, April 3, 2009, April 3, 2010 and April 3, 2011.

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