SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1 )1
Smartalk Teleservices, Inc.
(NAME OF ISSUER)
Common Stock, voting, no par value
(TITLE OF CLASS OF SECURITIES)
83169A 10 0
(CUSIP NUMBER)
December 31, 1999
(Date of Event which requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
__________________
1 The remainder of this cover page shall be filled out for a for
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
PAGE 1 OF 6 PAGES
<PAGE>
13G
CUSIP No. 83169A 10 0
________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Ardsley Advisory Partners
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES _________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING __________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 6 PAGES
13G
CUSIP No. 83169A 10 0
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Philip J. Hempleman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 6 PAGES
ITEM 1(a). NAME OF ISSUER: Smartalk Teleservices, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6543 Commerce Parkway, Suite E, Dublin, Ohio 43017
ITEM 2(a). NAME OF PERSON FILING:
Ardsley Advisory Partners and Philip J. Hempleman
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
646 Steamboat Road, Greenwich, Connecticut 06836
ITEM 2(c). CITIZENSHIP: Ardsley Advisory Partners is a Connecticut general
partnership. Mr. Hempleman is a United States citizen.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, voting, no par value
ITEM 2(e). CUSIP NUMBER: 83169A 10 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-
2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [x] An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. o
PAGE 4 OF 6 PAGES
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
0
ITEM 5. IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE
DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL THE
FOLLOWING
[ x ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
PAGE 5 OF 6 PAGES
<PAGE>
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
February __, 2000
/s/ Philip J. Hempleman
-----------------------
Philip J. Hempleman, as
Managing Partner of
Ardsley Advisory Partners
/s/ Philip J. Hempleman
-----------------------
Philip J. Hempleman
PAGE 6 OF 6 PAGES
