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):  August 2, 2000

                                  TALK.COM INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


        0-26728                                   23-2827736
        -------                                  -------------
Commission File Number                 (IRS Employer Identification No.)


12020 Sunrise Valley Drive, Reston VA                     20191
-------------------------------------                    -------
(Address of principal executive offices)                (Zip Code)

                                  703-391-7500
                         ------------------------------
                         Registrant's telephone number,
                               including area code


<PAGE>

Item 5. Other Events

     As previously  reported,  in  connection  with the  acquisition  by America
Online,  Inc.  ("AOL") of 4,121,372  shares of Talk.com  common stock,  Talk.com
agreed in its Investment  Agreement with AOL to reimburse AOL for certain losses
AOL may  incur on the sale of any of these  shares  for less  than $19 per share
during the period from June 1, 1999 to September 30, 2000. To date,  AOL has not
exercised these rights to seek shortfall reimbursement from Talk.com, and, by an
amendment  to  the  Investment  Agreement  dated  as  of  August  2,  2000,  the
reimbursement  period,  as described above, was extended from September 30, 2000
to September  30,  2001. A copy of the  amendment is included as Exhibit 99.1 to
this report. Also on August 2, 2000, Talk.com received a letter from AOL stating
that AOL did not intend to exercise such right to  reimbursement  for shortfalls
before  December  31, 2000. A copy of the AOL letter is included as Exhibit 99.2
to this report.



<PAGE>



Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits

     99.1 Second Amendment to Investment Agreement,  dated as of August 2, 2000,
          between Talk.com Inc. and America Online, Inc.

     99.2 Letter dated August 2, 2000 from America Online, Inc to Talk.com Inc.


<PAGE>




                                    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.



                                             TALK.COM INC.

Dated:  August 3, 2000              By:    /s/ Aloysius T. Lawn, IV
                                          --------------------------
                                          Name:  Aloysius T. Lawn, IV
                                          Title: Secretary and General Counsel
















<PAGE>



                                  EXHIBIT LIST



99.1 Second  Amendment  to  Investment  Agreement,  dated as of August 2,  2000,
     between Talk.com Inc. and America Online, Inc.

99.2 Letter dated August 2, 2000 from America Online, Inc to Talk.com Inc.
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3551}]
{"company-data": {"conformed-name": "TALK COM", "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": "684904"}, "business-address": {"street1": "12020 SUNRISE VALLEY DRIVE", "city": "RESTON", "state": "VA", "zip": "22091", "phone": "2158621500"}, "mail-address": {"street1": "12020 SUNRISE VALLEY DRIVE", "city": "RESTON", "state": "VA", "zip": "22091"}, "former-company": [{"former-conformed-name": "TEL SAVE COM INC", "date-changed": "19981117"}, {"former-conformed-name": "TEL SAVE HOLDINGS INC", "date-changed": "19950726"}]}
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):  August 2, 2000

                                  TALK.COM INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

        0-26728                                   23-2827736
        -------                                  -------------
Commission File Number                 (IRS Employer Identification No.)

12020 Sunrise Valley Drive, Reston VA                     20191
-------------------------------------                    -------
(Address of principal executive offices)                (Zip Code)

                                  703-391-7500
                         ------------------------------
                         Registrant's telephone number,
                               including area code
Item 5. Other Events

     As previously  reported,  in  connection  with the  acquisition  by America
Online,  Inc.  ("AOL") of 4,121,372  shares of Talk.com  common stock,  Talk.com
agreed in its Investment  Agreement with AOL to reimburse AOL for certain losses
AOL may  incur on the sale of any of these  shares  for less  than $19 per share
during the period from June 1, 1999 to September 30, 2000. To date,  AOL has not
exercised these rights to seek shortfall reimbursement from Talk.com, and, by an
amendment  to  the  Investment  Agreement  dated  as  of  August  2,  2000,  the
reimbursement  period,  as described above, was extended from September 30, 2000
to September  30,  2001. A copy of the  amendment is included as Exhibit 99.1 to
this report. Also on August 2, 2000, Talk.com received a letter from AOL stating
that AOL did not intend to exercise such right to  reimbursement  for shortfalls
before  December  31, 2000. A copy of the AOL letter is included as Exhibit 99.2
to this report.
Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits

     99.1 Second Amendment to Investment Agreement,  dated as of August 2, 2000,
          between Talk.com Inc. and America Online, Inc.

     99.2 Letter dated August 2, 2000 from America Online, Inc to Talk.com Inc.
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.

                                             TALK.COM INC.

Dated:  August 3, 2000              By:    /s/ Aloysius T. Lawn, IV
                                          --------------------------
                                          Name:  Aloysius T. Lawn, IV
                                          Title: Secretary and General Counsel
EXHIBIT LIST

99.1 Second  Amendment  to  Investment  Agreement,  dated as of August 2,  2000,
     between Talk.com Inc. and America Online, Inc.

99.2 Letter dated August 2, 2000 from America Online, Inc to Talk.com Inc.