********************************************************    
                         NOTICE
********************************************************

This document was converted from
WordPerfect to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
WordPerfect version or Adobe Acrobat version, if available.

*****************************************************************
                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554

In the Matter of
                                   )
CONQUEST OPERATOR SERVICES CORP.        )
                                   )
Application for authority, pursuant to            )    File No. ITC-97-595-TC
Section 214 of the Communications Act of     )
1934, as amended, to transfer control of an  )
authorized international carrier.  )


          MEMORANDUM OPINION, ORDER  AND AUTHORIZATION


   Adopted:  November 24, 1997          Released:  November 28, 1997

By the Chief, Telecommunications Division:

          1.   SmarTalk TeleServices, Inc. (SmarTalk) and ConQuest Operator Services Corp.
(ComQuest OSC), pursuant to Section 214 of the Communications Act of 1934, as amended, submitted the
above-captioned application requesting authority to transfer control of ConQuest OSC to SmarTalk.  The
application was placed on public notice on October 10, 1997.  No comments were received.

          2.   SmarTalk, a California corporation, and ConQuest OSC, an Ohio corporation, are
authorized to provide resale of switched telecommunications services between the United States and various
overseas points.  On July 30, 1997, SmarTalk, SMTK Acquisition Corp. II (SMTK Sub), a wholly-owned
subsidiary of SmarTalk, and ConQuest Telecommunications Services Corp. (ConQuest), parent of ConQuest
OSC, entered into an agreement whereby SMTK Sub will merge with and into ConQuest, with ConQuest
being the surviving entity.  SMTK Sub will cease to exist upon consummation of the merger.  ConQuest will
become a wholly-owned subsidiary of SmarTalk, and ConQuest OSC will become an indirect wholly-owned
subsidiary of SmarTalk.

          3.   Upon consideration of the application and in view of the foregoing, we conclude that
consent to transfer control of ConQuest OSC to SmarTalk will  serve the public interest, convenience and
necessity.

          4.   Accordingly, IT IS ORDERED that the application of SmarTalk and ConQuest OSC,
File No. ITC-97-595-TC IS GRANTED, and the transfer of control of ConQuest OSC to SmarTalk is
authorized.

          5.   IT IS FURTHER ORDERED that all terms and conditions of any Commission
orders granting authority to ConQuest OSC to provide common carrier services remain in effect.
          6.    This Order is issued under Section 0.261 of the Commission's Rules and is effective
upon adoption.  Petitions for reconsideration under Section 1.106 or applications for review under Section
1.115 of the Commission's Rules may be filed within 30 days of the date of public notice of this Order (see
Section 1.4(b)(2)).

               FEDERAL COMMUNICATIONS COMMISSION



               Diane J. Cornell
               Chief, Telecommunications Division
               International Bureau