1

                                                   Filed pursuant to Rule
                                                   424(b)(3) and (c)
                                                   Registration No. 333-42365
                                                                              
 
                SECOND PROSPECTUS SUPPLEMENT DATED JUNE 9, 1998
                  TO PROSPECTUS DATED APRIL 9, 1998 AND FIRST
                   PROSPECTUS SUPPLEMENT DATED APRIL 23, 1998
 
                          SMARTALK TELESERVICES, INC.
                 5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
 
     This Second Prospectus Supplement amends and supplements the Prospectus
dated April 9, 1998, as amended and supplemented by that First Prospectus
Supplement dated April 23, 1998 (collectively, the "Prospectus"), relating to
the 5 3/4% Convertible Subordinated Notes Due 2004 and the shares of common
stock, no par value, of SmarTalk TeleServices, Inc., a California corporation,
that are issuable upon conversion of the Notes. All capitalized terms used but
not otherwise defined in this Prospectus Supplement shall have the meanings
ascribed thereto in the Prospectus.
 
     The Prospectus is hereby amended to modify the Selling Securityholders
table on pages 25-28 of the Prospectus to add the following information to the
end thereof:
 
      The table below sets forth information as of June 9, 1998 concerning
beneficial ownership of the Notes of the Selling Securityholders listed therein.
All information concerning beneficial ownership has been furnished by such
Selling Securityholders.
 


                                                          PRINCIPAL
                                          PRINCIPAL       AMOUNT OF       COMMON STOCK        COMMON
                                          AMOUNT OF     NOTES OFFERED     OWNED PRIOR      STOCK OFFERED
    NAME OF SELLING SECURITYHOLDER       NOTES OWNED       HEREBY        TO OFFERING(1)      HEREBY(2)
    ------------------------------       -----------    -------------    --------------    -------------
                                                                               
BNP Arbitrage SNC......................  $2,300,000(3)   $2,300,000          93,719(4)         87,619
HBK Finance L.P. ......................  $4,860,000(5)   $4,860,000         185,143           185,143
HBK Offshore Fund Ltd. ................  $2,205,000(5)   $2,205,000          84,000            84,000
HBK Securities Ltd. ...................  $6,235,000(5)   $6,235,000         237,524           237,524

 
- ---------------
 
(1) Comprises the shares of Common Stock into which the Notes held by such
    Selling Securityholders are convertible at the initial conversion rate,
    excluding fractional shares. Fractional shares will not be issued upon
    conversion of the Notes; rather, cash will be paid in lieu of fractional
    shares, if any. The conversion rate and the number of shares of Common Stock
    issuable upon conversion of the Notes are subject to adjustment under
    certain circumstances. See "Description of Notes -- Conversion Rights."
    Accordingly, the number of shares of Common Stock issuable upon conversion
    of the Notes may increase or decrease from time to time.
 
(2) Assumes conversion into Common Stock of the full amount of Notes held by the
    Selling Securityholders at the initial conversion rate and the offering of
    such shares by such Selling Securityholders pursuant to this Prospectus. The
    Conversion Rate and the number of shares of Common Stock issuable upon
    conversion of the Notes is subject to adjustment under certain
    circumstances. See "Description of Notes -- Conversion Rights." Accordingly,
    the number of shares of Common Stock issuable upon conversion of the Notes
    may increase or decrease from time to time. Fractional shares will not be
    issued upon conversion of the Notes; rather, cash will be paid in lieu of
    fractional shares, if any.
 
(3) Represents additional Notes not previously listed.
 
(4) Includes 6,100 shares of Common Stock presently owned by such Selling
    Securityholder.
 
(5) Represents the total amount of Notes owned by such Selling Securityholders
    as of the date hereof.