UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
                               FORM 8-K
                                   
          Current Report Pursuant to Section 13 or 15(d) of 
                  the Securities Exchange Act of 1934

Date of Report:     December 2, 1998

               STARNET COMMUNICATIONS INTERNATIONAL INC.
        (Exact name of registrant as specified in its charter)

DELAWARE                         0-29290                 52-2027313       
(State of incorporation)  (Commission File Number)   (IRS Employer ID No.)

425 Carrall Street, Mezzanine Level
Vancouver, B.C., Canada                                V6B 6E3
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (604) 685-7619

                                  N/A
 (Former name or former address, if changed since last report)











Item 5.     Other Events
            ------------

          Extension of Expiration Date of Equity Securities Issued Pursuant
          to Regulation S.

     (a)  On December 2, 1997 the Registrant sold securities in the form of
          common shares and warrants (the "Securities") to seven separate
          sophisticated foreign investment groups for a total purchase
          price of $2,450,000.  Each investor purchased 350,000 shares,
          with 350,000 warrants.  A Form 8K was filed with the details of
          this sale dated December 2, 1997.

          (individually, the "Buyer", collectively, the "Buyers")

     (b)  The Securities sold were in the form of common shares with
          warrants.  Each share was sold for $1.00, with no additional
          consideration being paid for the warrant, for a total of
          2,450,000 common shares being sold.  The terms and conditions of
          the warrant are as follows:  For each share purchased, the Buyer
          is entitled to a single warrant which may be exercised, within
          one year, at $2.00.  Each warrant exercised at $2.00 entitles the
          purchaser to one share of Common Stock, and a second warrant (the
          "Piggyback Warrant").  Each Piggyback Warrant may be exercised,
          within one year of the Piggyback Warrant being issued, at $4.00. 
          The exercising of the Piggyback Warrant entitles the purchaser to
          one share of Common Stock only.

     (c)  On December 2, 1998 the Board of Directors approved the extension
          of the expiration date on the $2.00 warrants for an additional
          year.  The warrants were to expire on December 2, 1997, and now
          are set to expire on December 2, 1998.

               SIGNATURE

     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, thereto duly authorized.

Date:          December 8, 1997

(Registrant)   STARNET COMMUNICATIONS INTERNATIONAL INC.

By:       /s/ Christopher H. Zacharias
          ----------------------------
          Christopher H. Zacharias,  Secretary