================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): January 7, 1999

                           SMARTALK TELESERVICES, INC.
             (Exact name of registrant as specified in its charter)

     California                       0-21579                    95-4502740
(State or other jurisdiction  (Commission File Number)        (I.R.S. Employer
     of incorporation)                                       Identification No.)
5080 Tuttle Crossing Boulevard                                   43016-3566
     Dublin, Ohio                                                (Zip Code)
(Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (614) 789-8500

                                    No change
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


================================================================================





ITEM 5 -- OTHER EVENTS.


     On Thursday, January 7, 1999 (Columbus, Ohio): SmarTalk TeleServices,  Inc.
(Nasdaq:SMTK;  the "Company") announced that it has discovered accounting issues
that will likely  require a restatement of previously  reported  results for the
third  quarter  ended  September  30,  1998 and are  expected to have a material
adverse  effect on such results.  The Company has  discovered  issues that could
decrease by approximately $3.6 million the Company's  previously  reported third
quarter revenues of $59.8 million, increase third quarter costs by approximately
$2.2 million,  and could increase by approximately $0.21 the previously reported
third  quarter  net loss per share of $0.82.  These  preliminary  estimates  are
currently  being  reviewed and have not been fully  quantified.  There can be no
assurance that the Company will not discover other accounting  issues that could
materially adversely affect SmarTalk's restated third quarter financial results.

     It is expected that the Company will experience difficulty in financing its
liquidity  requirements,  both in the long  and  short  term.  The  Company  has
retained Zolfo Cooper LLC to provide management assistance.

     Reference is made to the exhibit filed  herewith for a complete text of the
press  release   discussing  the  above  referenced  matters  which  exhibit  is
incorporated by reference herein in its entirety.



ITEM 7 -- FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


     (c) The Exhibit furnished in accordance with Item 601 of Regulation S-K is:


     99.1 Press Release of the Company, dated January 7, 1999.





                                    SIGNATURE

     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.

Date:  January 7, 1999


                                        SMARTALK TELESERVICES, INC.
                                        (Registrant)


                                        /s/Thaddeus Bereday
                                        -------------------
                                        (Signature)

                                        Thaddeus Bereday
                                        Vice President and General Counsel





                                  EXHIBIT INDEX
                                  -------------


     (c) The Exhibit furnished in accordance with Item 601 of Regulation S-K is:


     99.1 Press Release of the Company, dated January 7, 1999.