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                                                                   EXHIBIT 99.2

SMARTALK ANNOUNCES SETTLEMENT OF CONQUEST LITIGATION

Business Editors

            LOS ANGELES--(BUSINESS WIRE)--Nov. 5, 1997--SMARTALK TeleServices,
Inc. (Nasdaq:SMTK) today announced that a definitive settlement agreement has
been reached with Ghanshyam C. Patel, Jay Jayanthan and W. Michael Byrne, who
were plaintiffs in an action brought against ConQuest Telecommunications
Services Corp. Terms of the settlement were not disclosed.

            In July 1997, SMARTALK announced the signing of a definitive
agreement to acquire ConQuest, a developer and marketer of prepaid phone cards
and other enhanced telecommunications services. As previously announced,
SMARTALK anticipates closing the ConQuest acquisition during the fourth quarter
of this year.

            "We are pleased to have this litigation resolved and we look forward
to welcoming Messrs. Patel Jayanthan and Byrne as shareholders of SMARTALK upon
the closing of the ConQuest acquisition," stated Robert H. Lorsch, SMARTALK
chairman and CEO.

            Mr. Lorsch also noted that other ConQuest shareholders have
previously voiced overwhelming support for the proposed acquisition.

            Ghanshyam C. Patel, founder of ConQuest, said, "I am pleased to
resolve this litigation and become a part of the SMARTALK family. I started
ConQuest with only a dream, and through hard work, creativity and the support of
ConQuest employees, we have been able to make it grow into a nationwide long
distance company. I am confident that the shareholders of ConQuest, who will
soon become shareholders of SMARTALK, will continue to enjoy success with
SMARTALK."

            SMARTALK manufactures and distributes prepaid calling cards and
other enhanced telecommunications products which are sold at retail and marketed
to advertising and promotional clientele. SMARTALK maintains distribution
agreements with mass merchandisers, consumer electronics retailers, supermarkets
and home office superstores, such as Office Depot, Future Shop, Venture Stores,
The Good Guys, Staples, Service Merchandise, Jewel/Osco Combo Stores, Osco Drug,
Sav-On Drug, OfficeMax, Dominick's Finer Foods, Eckerd Drug, Food4Less, Ralphs
Supermarkets, Bradlees, Marshall Field's, Best Buy and Builders Square, as well
as university book stores and convenience stores nationwide. SMARTALK also
offers specialized value-added promotional phone card programs to corporate
clients including Gillette, Hewlett-Packard, Wells Fargo Bank, Nabisco, Pfizer
and Prudential Securities. The company maintains strategic marketing
partnerships with Choice Hotels and HFS, the two largest hotel franchisers in
the United States, along with Simon DeBartolo Group, the largest publicly traded
real estate company and operator of shopping malls in North America.

            Based in Los Angeles, with additional offices in Boston, Orlando and
San Francisco, SMARTALK is a member of the Telecommunications Resellers
Association, International Telecard Association and the Consumer Electronics
Manufacturer's Association.

            NOTE: Certain statements made herein that are not historical are
forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements include, but are not limited to, the Company's
ability to complete the announced acquisition of ConQuest Telecommunications
Services Corp., including the satisfaction of the closing conditions related to
ConQuest acquisition and approval by the stockholders of ConQuest of the
acquisition; the Company's utilization of ConQuest's existing retail call center
services and call platform services relationships to expand market share; and
the Company's ability to successfully integrate ConQuest into its current
business. Investors are cautioned that all forward-looking statements involve
risks and uncertainties including, without limitation, risks related to market
acceptance and consumer demand for the company's products and services and
pricing dependence on third-party vendors. The Company's agreements with its
distributors generally do not assure that the Company will generate a specific
level of revenue and are terminable on relatively short notice. Investors who
seek more information




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about the Company's business and relevant risk factors may wish to review the
Company's SEC reports, including, but not limited to, its Annual Report on Form
10-K for 1996, and quarterly reports on Form 10-Q.