6-K

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                  FORM 6-K


                      REPORT OF FOREIGN PRIVATE ISSUER
                    PURSUANT TO RULE 13a-16 OR 15d-16 OF
                    THE SECURITIES EXCHANGE ACT OF 1934


                             December 14, 1998


                              OZEMAIL LIMITED
                              ACN 066 387 157


  OZEMAIL CENTRE, 39 HERBERT STREET, ST. LEONARDS NSW 2065, SYDNEY, AUSTRALIA
                   (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      
                         -----                    ----

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

                Yes         No   X  
                    ----       ----

- -----------
     *As a foreign private issuer, OzEmail Limited ("OzEmail") is eligible
to file annual reports under cover of Form 20-F or Form 10-K.



                                 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, hereunto duly authorized.


                                    OzEmail Limited
                                    (Registrant)

Date: December 14, 1998             By: /s/ Malcolm Turnbull
                                       --------------------------------
                                    Name:  Malcolm Turnbull
                                    Title: Director




                               EXHIBIT INDEX


Exhibit
- -------
99.1          Press Release - Equity Issuance to MCI WorldCom

EX-99

N E W S  R E L E A S E

OzEmail Announces Issue of 14.9% Stake to MCI WorldCom

FOR MORE INFORMATION CONTACT:
Sean Howard, Michael Ward - Sydney, Australia - (+612) 9433 2400

Sydney, Australia, December 14, 1998 - OzEmail Limited (Nasdaq: OZEMY, ASX:
OZM) ("the Company") today announced that it has issued 21,863,174 ordinary
shares (equivalent to 2,186,317 ADSs), constituting approximately 14.9% of
the outstanding shares following the issuance, to UUNET Holdings Australia
Pty Limited, a wholly owned subsidiary of MCI WorldCom Inc., at a purchase
price equal to US$2.00 per share (equivalent to US$20.00 per ADS). OzEmail
said that its Board of Directors had approved the issue of the shares.

MCI WorldCom has advised the Company that MCI WorldCom intends to make a
take-over bid for all outstanding shares of the Company at a price of
US$22.00 per ADS (US$2.20 per share) net to the seller in cash. At the
OzEmail board meeting, Malcolm Turnbull, Sean Howard, and Trevor Kennedy,
directors of the Company (who together beneficially owned approximately 54%
of the outstanding OzEmail shares prior to the MCI WorldCom issuance)
indicated that, subject to reviewing the offer documents to be prepared by
MCI WorldCom and, absent a more favourable offer, they intended to accept
the offer. The Board indicated that it intends to make a recommendation to
OzEmail shareholders after it has had an opportunity to review MCI
WorldCom's offer document and Part A Statement.

Goldman Sachs Australia LLC acted as the financial adviser to OzEmail
Limited.


About OzEmail

OzEmail is the leading provider of comprehensive Internet services in
Australia. The Company's Internet services are designed to meet the
different needs of its residential and enterprise customers ranging from
low cost dial up to high performance, continuous access services
integrating the Company's ISDN offering and consulting expertise.

Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements may differ materially from actual future events or
results. The future performance of the Company involves risks and
uncertainties that could cause actual results to differ markedly from those
anticipated by such forward-looking statements. Such risks include but are
not limited to the following: a limited operating history for the Company;
potential fluctuations in operating results; competition; pricing pressure;
dependence on third-party suppliers of hardware and software; shortage of
modems; dependence on telecommunications carriers; management of growth;
limited market; a need for and risks of international expansion; the
existence of a new and uncertain market; customer retention issues; rapid
technological change; security risks; the risk of system failure; formal
licensing and joint marketing agreements; patents and proprietary rights;
infringement claims; changes in government regulation; risks associated
with providing content including potential liability; dependence on key
personnel and need to hire additional qualified personnel; uncertainty of
currency exchange rates; need for additional capital; enforceability of
civil liabilities; antitakeover impact of Australian foreign investment
restrictions; control of the Company by the Board of Directors; and
possible volatility of ADS price. For a more complete description of
certain of such risks and uncertainties, we refer you to the documents that
the Company has filed from time to time with the Securities and Exchange
Commission ("SEC") including its registration statements on Form F-1 dated
August 26, 1998, August 25, 1998 and May 28, 1996, its 1997 Form 10-K dated
May 15,1998, 1996 Form 10-K dated March 31, 1997, its quarterly reports on
Form 6-K, dated May 15, 1998, August 14, 1998, November 9, 1998, its
Amendment No. 1 to Form 10-Q for the period to September 30, 1997, dated
May 21, 1998, its Amendment No. 1 to Form 10-Q for the period to June 30,
1997, dated May 21, 1998,and its Form 10-Qs dated August 13, 1996, November
14, 1996, and May 8, 1997.