U.S. SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

   
                               FORM 10-KSB/A
    

(Mark One)
 X   Annual report under section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the fiscal year ended April 30, 1998
___  Transition report under section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the transition period from ______________ to
     _______________

COMMISSION FILE NUMBER   0-29290

                STARNET COMMUNICATIONS INTERNATIONAL INC.
             (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


Delaware                           E.I.N. 52-2027313
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)


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

Issuer's telephone number: (604) 685-7619

Securities registered under Section 12(b) of the Exchange Act:

Title of each class      Name of each exchange on which to be so registered

     None                     None

Securities registered under Section 12(g) of the Exchange Act:

                       Class A Voting Common Stock
                  -------------------------------------
                            (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days
Yes   X     No
    -----      -----
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. /   /

State issuer's revenues for its most recent fiscal year:

Revenues for the Fiscal Year ended April 30, 1998 were $3,370,325.


<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

(Registrant)   Starnet Communications International Inc.


By   /s/ MARK DOHLEN
     ---------------------------------
     Mark Dohlen  Chief Executive Officer
     Date  July 31, 1998
     ____________________________________________________________________

(Registrant)   Starnet Communications International Inc.


By   /s/ JOHN CARLEY
     ---------------------------------
     John Carley  CFO, Principal Accounting Officer
     Date  July 31, 1998
     ____________________________________________________________________


In accordance with the Exchange Act, the Registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



By   /s/ MARK DOHLEN
     ---------------------------------
     Mark Dohlen  CEO, Director 
     Date  July 31, 1998
     ____________________________________________________________________



By   /s/ JOHN CARLEY
     ---------------------------------
     John Carley  CFO, Chairman of the Board
     Date  July 31, 1998
     ____________________________________________________________________


   
By   /s/ PAUL GILES
     ---------------------------------
     Paul Giles, Director
     Date  July 31, 1998
     ____________________________________________________________________



By   /s/ CHRISTOPHER H. ZACHARIAS
     ---------------------------------
     Christopher H. Zacharias, Corporate Secretary, Corporate Counsel, Director
     Date  July 31, 1998
     ____________________________________________________________________
    

<PAGE>

   
SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


(Registrant) Starnet Communications International Inc.



By   /s/ CHRISTOPHER H. ZACHARIAS
     -------------------------------------
     Christopher H. Zacharias, Corporate Secretary, Corporate Counsel, Director
     Date: August 11, 1998
     ____________________________________________________________________