SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)  November 17, 1997
                                                  ------------------------------

                             Tel-Save Holdings, Inc.
--------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


Delaware                          0-26728            23-2827736
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION    (COMMISSION       (IRS EMPLOYER
     OF INCORPORATION)           FILE NUMBER)   IDENTIFICATION NO.)


6805 Route 202, New Hope, PA                             18938
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)


Registrant's telephone number, including area code 215-862-1500
                                                   -----------------------------


--------------------------------------------------------------------------------
    (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)





<PAGE>



ITEM 5.  OTHER EVENTS.

              As  previously  reported,  Registrant,   Tel-Save  Holdings,  Inc.
(Tel-Save"),  was a party to an Agreement  and Plan of Merger,  dated as of July
16, 1997 (the "Merger Agreement"),  among Tel-Save,  TSHCo, Inc., a wholly owned
subsidiary of Tel-Save  ("Merger Sub"), and Shared  Technologies  Fairchild Inc.
("STF"),  pursuant  to which STF would be merged  (the  "Merger")  with and into
Merger Sub, which would continue as a wholly owned  subsidiary of Tel-Save,  and
the holders of STF common stock would receive  shares of Tel-Save  common stock.
The meetings of the Tel-Save and STF  stockholders to consider and vote upon the
Merger were  scheduled  to be held on  December  1, 1997 and it was  anticipated
that, if approved, the Merger would be effected promptly after the meetings.

              On November  17,  1997,  Intermedia  Communications  Inc.  ("ICI")
announced  that,  in a letter  sent to the  Chairman of the Board of STF, it had
made an offer to acquire STF in a cash merger pursuant to which STF stockholders
would  receive $15 per share of STF common  stock,  and that it had  commenced a
lawsuit (the "ICI  Litigation")  against STF,  STF's  directors  and Tel-Save in
Delaware Chancery Court,  seeking,  among other things, a declaration that STF's
directors  have a fiduciary duty to STF's  stockholders  to terminate the Merger
Agreement  and  approve  ICI's  offer.  On  November  18, STF  formally  advised
Tel-Save, pursuant to the Merger Agreement, that STF had received the offer from
ICI and that the STF Board of  Directors  had  determined,  as  permitted by the
terms of the Merger Agreement,  to enter into discussions with ICI regarding its
proposal.

              On  November  20,  1997,  Tel-Save,  ICI  and STF  entered  into a
Settlement  Agreement (the  "Settlement  Agreement"),  pursuant to which,  among
other things,  STF and ICI paid Tel-Save a total of $237.25 million in cash, ICI
consented to the dismissal of the ICI Litigation  with  prejudice,  Tel-Save and
STF amended the telecommunications  services agreement, dated as of November 13,
1997 (the "TelComm  Agreement"),  between  Tel-Save and STF (to eliminate  STF's
minimum payment obligations thereunder and to provide that the TelComm Agreement
could be terminated by either party after March 30, 1998; but providing that the
original  terms  would be  restored  were the  ICI/STF  merger  agreement  later
terminated), Tel-Save and STF terminated the


<PAGE>



Merger  Agreement,  without liability of any party thereto except as provided in
the Settlement Agreement,  so as to permit the execution of an agreement between
ICI  and  STF  providing  for  the  acquisition  of STF  by  ICI,  and  Tel-Save
transferred  to ICI the  $163.7  million  face  amount of STF's  12-1/4%  Senior
Subordinated  Discount  Notes due 2006  (the  "STF  Notes")  that  Tel-Save  had
previously acquired at a total cost of approximately $166 million.

              Accordingly,  the proposed  Merger of STF into Merger Sub has been
terminated  and the  proposal to approve the  transactions  contemplated  by the
Merger   Agreement   will  not  be  considered  and  voted  upon  by  Tel-Save's
stockholders at Tel-Save's Annual Meeting, which will be held, as scheduled,  on
December 1, 1997.

              A copy of the  Settlement  Agreement is attached to this Report as
an Exhibit and incorporated herein by reference and the foregoing description of
the terms thereof and the transactions  contemplated  by, and effected  pursuant
to, such Settlement  Agreement is qualified in its entirety by reference to such
Exhibit.

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

   (c)  Exhibits

   10.1       Settlement Agreement,  dated as of November 20, 1997, by and among
              Intermedia  Communications,  Inc.,  Moonlight  Acquisition  Corp.,
              Tel-Save  Holdings,  Inc.,  TSHCo,  Inc.  and Shared  Technologies
              Fairchild Inc.


<PAGE>




                                   SIGNATURES

              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.


                                              Tel-Save Holdings, Inc.
                                              (Registrant)



Date:  November 24, 1997                      By:  Aloysius T. Lawn, IV
     ---------------------                         -----------------------------
                                                   General Counsel and Secretary



<PAGE>



                                  EXHIBIT INDEX


10.1          Settlement Agreement,  dated as of November 20, 1997, by and among
              Intermedia  Communications,  Inc.,  Moonlight  Acquisition  Corp.,
              Tel-Save  Holdings,  Inc.,  TSHCo,  Inc.  and Shared  Technologies
              Fairchild Inc.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6509}]
{"company-data": {"conformed-name": "TEL SAVE HOLDINGS INC", "cik": "0000948545", "assigned-sic": "4812", "irs-number": "232827736", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26728", "film-number": "97727333"}, "business-address": {"street1": "6805 ROUTE 202", "city": "NEW HOPE", "state": "PA", "zip": "18938", "phone": "2158621500"}, "mail-address": {"street1": "6805 RIYTE 202", "city": "NEW HOPE", "state": "PA", "zip": "18938"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)  November 17, 1997
                                                  ------------------------------

                             Tel-Save Holdings, Inc.
--------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware                          0-26728            23-2827736
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION    (COMMISSION       (IRS EMPLOYER
     OF INCORPORATION)           FILE NUMBER)   IDENTIFICATION NO.)

6805 Route 202, New Hope, PA                             18938
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

Registrant's telephone number, including area code 215-862-1500
                                                   -----------------------------

--------------------------------------------------------------------------------
    (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5.  OTHER EVENTS.

              As  previously  reported,  Registrant,   Tel-Save  Holdings,  Inc.
(Tel-Save"),  was a party to an Agreement  and Plan of Merger,  dated as of July
16, 1997 (the "Merger Agreement"),  among Tel-Save,  TSHCo, Inc., a wholly owned
subsidiary of Tel-Save  ("Merger Sub"), and Shared  Technologies  Fairchild Inc.
("STF"),  pursuant  to which STF would be merged  (the  "Merger")  with and into
Merger Sub, which would continue as a wholly owned  subsidiary of Tel-Save,  and
the holders of STF common stock would receive  shares of Tel-Save  common stock.
The meetings of the Tel-Save and STF  stockholders to consider and vote upon the
Merger were  scheduled  to be held on  December  1, 1997 and it was  anticipated
that, if approved, the Merger would be effected promptly after the meetings.

              On November  17,  1997,  Intermedia  Communications  Inc.  ("ICI")
announced  that,  in a letter  sent to the  Chairman of the Board of STF, it had
made an offer to acquire STF in a cash merger pursuant to which STF stockholders
would  receive $15 per share of STF common  stock,  and that it had  commenced a
lawsuit (the "ICI  Litigation")  against STF,  STF's  directors  and Tel-Save in
Delaware Chancery Court,  seeking,  among other things, a declaration that STF's
directors  have a fiduciary duty to STF's  stockholders  to terminate the Merger
Agreement  and  approve  ICI's  offer.  On  November  18, STF  formally  advised
Tel-Save, pursuant to the Merger Agreement, that STF had received the offer from
ICI and that the STF Board of  Directors  had  determined,  as  permitted by the
terms of the Merger Agreement,  to enter into discussions with ICI regarding its
proposal.

              On  November  20,  1997,  Tel-Save,  ICI  and STF  entered  into a
Settlement  Agreement (the  "Settlement  Agreement"),  pursuant to which,  among
other things,  STF and ICI paid Tel-Save a total of $237.25 million in cash, ICI
consented to the dismissal of the ICI Litigation  with  prejudice,  Tel-Save and
STF amended the telecommunications  services agreement, dated as of November 13,
1997 (the "TelComm  Agreement"),  between  Tel-Save and STF (to eliminate  STF's
minimum payment obligations thereunder and to provide that the TelComm Agreement
could be terminated by either party after March 30, 1998; but providing that the
original  terms  would be  restored  were the  ICI/STF  merger  agreement  later
terminated), Tel-Save and STF terminated the
Merger  Agreement,  without liability of any party thereto except as provided in
the Settlement Agreement,  so as to permit the execution of an agreement between
ICI  and  STF  providing  for  the  acquisition  of STF  by  ICI,  and  Tel-Save
transferred  to ICI the  $163.7  million  face  amount of STF's  12-1/4%  Senior
Subordinated  Discount  Notes due 2006  (the  "STF  Notes")  that  Tel-Save  had
previously acquired at a total cost of approximately $166 million.

              Accordingly,  the proposed  Merger of STF into Merger Sub has been
terminated  and the  proposal to approve the  transactions  contemplated  by the
Merger   Agreement   will  not  be  considered  and  voted  upon  by  Tel-Save's
stockholders at Tel-Save's Annual Meeting, which will be held, as scheduled,  on
December 1, 1997.

              A copy of the  Settlement  Agreement is attached to this Report as
an Exhibit and incorporated herein by reference and the foregoing description of
the terms thereof and the transactions  contemplated  by, and effected  pursuant
to, such Settlement  Agreement is qualified in its entirety by reference to such
Exhibit.

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

   (c)  Exhibits

   10.1       Settlement Agreement,  dated as of November 20, 1997, by and among
              Intermedia  Communications,  Inc.,  Moonlight  Acquisition  Corp.,
              Tel-Save  Holdings,  Inc.,  TSHCo,  Inc.  and Shared  Technologies
              Fairchild Inc.
SIGNATURES

              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.

                                              Tel-Save Holdings, Inc.
                                              (Registrant)

Date:  November 24, 1997                      By:  Aloysius T. Lawn, IV
     ---------------------                         -----------------------------
                                                   General Counsel and Secretary
EXHIBIT INDEX

10.1          Settlement Agreement,  dated as of November 20, 1997, by and among
              Intermedia  Communications,  Inc.,  Moonlight  Acquisition  Corp.,
              Tel-Save  Holdings,  Inc.,  TSHCo,  Inc.  and Shared  Technologies
              Fairchild Inc.