<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer: OzEmail Limited
Title of Class of Securities: Ordinary Shares
CUSIP Number: 692674104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Craig A. Drill
c/o Craig Drill Capital, L.L.C.
767 Fifth Avenue
New York, New York 10153
(Date of Event which Requires Filing of this Statement)
May 5, 1998
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 692674104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig A. Drill
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
466,800
9. Sole Dispositive Power
2
<PAGE>
10. Shared Dispositive Power
466,800
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
466,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
4.51%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
CUSIP No. 692674104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig Drill Capital, L.L.C.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
466,800
9. Sole Dispositive Power
4
<PAGE>
10. Shared Dispositive Power
466,800
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
466,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
4.51%
14. Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
CUSIP No. 692674104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Craig Drill Capital L.P.
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. Sole Voting Power
8. Shared Voting Power
466,800
9. Sole Dispositive Power
6
<PAGE>
10. Shared Dispositive Power
466,800
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
466,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
4.51%
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
Item 1. Security and Issuer
This statement relates to the Sponsored ADRs (the
ADRs") of OzEmail Limited ("OzEmail"), a State of
New South Wales, Australia corporation. OzEmail
Limited's principal executive office is located at
MDIS House, 39 Herbert Street, St. Leonards 2065,
Sydney, Australia.
Item 2. Identity and Background
This statement is being filed on behalf of Craig A.
Drill, Craig Drill Capital, L.L.C. (the "L.L.C."),
a Delaware limited liability company, and Craig
Drill Capital L.P. (the "Partnership"), a Delaware
limited partnership. Mr. Drill is the managing
member of the L.L.C., which is the general partner
of the Partnership. The address for Mr. Drill, the
L.L.C. and the Partnership is 767 Fifth Avenue, New
York New York 10153.
The principal business of Mr. Drill and the L.L.C.
is to act as private investment managers. The
Partnership is a private investment partnership
formed to trade and invest primarily in securities
and financial instruments. Mr. Drill is also the
sole shareholder of Craig Drill Capital
8
<PAGE>
Corporation, an entity that is the investment
manager of Craig Drill Capital Limited ("Drill
Offshore"), an offshore investment corporation.
None of Mr. Drill, the L.L.C. or the Partnership
has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations
or similar misdemeanors). None of Mr. Drill, the
L.L.C. or the Partnership has, during the last five
years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to
federal or state securities laws of finding any
violation with respect to such laws.
Mr. Drill is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Drill, the L.L.C. and
the Partnership are each deemed to beneficially own
466,800 ADRs.
The funds for the purchase of the ADRs were
obtained from the working capital of the
9
<PAGE>
Partnership which, in the normal course of its
business, was comprised of the Partnership's equity
contributed by the limited partners and the general
partner, and earnings from the Partnership's
operations. No leverage was used to purchase the
ADRs.
Item 4. Purpose of Transaction
The ADRs deemed to be beneficially owned by
Mr. Drill, the L.L.C. and the Partnership were
acquired for and are being held for investment
purposes. Neither of Mr. Drill, the L.L.C. nor the
Partnership has any plan or proposal which relates
to, or would result in, any of the actions
enumerated in Item 4 of the Instructions to
Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Drill, the L.L.C. and
the Partnership are each deemed to be the
beneficial owners of 466,800 ADRs. Based on
OzEmail's most recently filed Form 10Q, there are
believed to be 103,500,000 Ordinary Shares of
OzEmail outstanding. One ADR represents ten
10
<PAGE>
Ordinary Shares. Therefore, Mr. Drill, the L.L.C.
and the Partnership each are deemed to beneficially
own 4.51% of the outstanding Ordinary Shares. Each
of Mr. Drill, the L.L.C. and the Partnership share
the power to vote, direct the vote, dispose of or
direct the disposition of all Ordinary Shares of
which each is deemed to beneficially own.
A description of the Partnership's transactions in
the ADRs in the past 60 days prior to May 5, 1998
appears below:
Trade Date Transaction Number of Shares Price per Share
03/23/98 Sell 14,800 16.3862
03/24/98 Sell 48,200 17.4225
03/26/98 Sell 21,500 16.0831
05/11/98 Sell 25,900 22.1123
05/12/98 Sell 75,800 20.7957
05/14/98 Sell 92,400 19.239
A description of Drill Offshore's transactions in the
ADRs in the 60 days prior to May 5, 1998 appears below.
Trade Date Transaction Number of Shares Price per Share
05/05/98 Sell 40,500 25.0364
05/06/98 Sell 68,400 23.7369
05/07/98 Sell 41,500 22.7131
05/08/98 Sell 49,000 22.8677
05/11/98 Sell 54,700 22.1123
11
<PAGE>
Mr. Drill, the L.L.C. and the Partnership each
ceased to be deemed to beneficially own more than
5% of the outstanding Ordinary Shares on May 5,
1998
Item 6. Contracts, Arrangements, Understandings of
Relationships With Respect to Securities of
the Issuer
None of Mr. Drill, the L.L.C. or the Partnership
has any contracts, arrangements, understandings or
relationships with any person with respect to the
ADRs.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement
12
<PAGE>
Signature
The undersigned, after reasonable inquiry and to the best of
his knowledge and belief, certifies that the information set
forth in this statement is true, complete and correct.
May 15, 1998
/s/ Craig A. Drill
Craig A. Drill
Craig Drill Capital L.L.C.
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
Craig Drill Capital L.P.
By: Craig Drill Capital L.L.C.,
its general partner
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
13
<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
May 15, 1998 relating to the Ordinary Shares OzEmail Limited
shall be filed on behalf of the undersigned.
/s/ Craig A. Drill
Craig A. Drill
Craig Drill Capital L.L.C.
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
Craig Drill Capital L.P.
By: Craig Drill Capital L.L.C.,
its general partner
By:/s/ Craig A. Drill
Craig A. Drill
Managing Member
14
19690000.AO5
