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                                                Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-80241

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 28, 1999)

                               POPMAIL.COM, INC.

                        2,315,590 SHARES OF COMMON STOCK

     Our common shares are traded on the NASDAQ SmallCap Market under the symbol
"POPM."  The last reported sale price of our common shares on November 11, 1999
was $2.016 per share.  Selling shareholders identified in this prospectus are
offering all of the shares to be sold in the offering.  The Company will receive
proceeds  from the exercise of warrants in this offering.

     This prospectus supplement reflects a change to the prospectus dated
June 28, 1999 with respect to  the exercise price for the Warrant held by
certain selling shareholders.  This prospectus supplement should be read
together with the prospectus, and highlights and replaces some information in
the prospectus dated June 28, 1999.

     On November 12, 1999, the Company amended Warrant No. A-1, a Warrant to
purchase 300,000 shares of the Company's Common Stock, held by The Shaar Fund,
Ltd. to change the exercise price from $3.00 per share to $1.00 per share.

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         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
         SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
         SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE
         ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
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          The date of this prospectus supplement is November 15, 1999