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) December 13, 1996

                             Tel-Save Holdings, Inc.

               (Exact Name of Registrant as Specified in Charter)


            Delaware                    0-26728                   23-2827736
----------------------------     -----------------------     -------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                      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 2.  Acquisition  or Disposition of Assets.

                  The Registrant and Tel-Save,  Inc., a Pennsylvania corporation
                  and a wholly-owned  subsidiary of the Registrant  ("Tel-Save")
                  and  American   Business   Alliance,   Inc.,  a   Pennsylvania
                  corporation  ("ABA"),  Sam Means,  Scott Arch, Ellen Arch, the
                  Voting  Trust U/A dated  September  1, 1993 under  which Ralph
                  Arch  is  the  Trustee  and  Ralph   Arch,   entered   into  a
                  Restructuring   Agreement   dated   December   13,  1996  (the
                  "Restructuring  Agreement")  which  provided  for the eventual
                  settlement of the issues  between the parties and  outstanding
                  obligations. ABA is an independent long distance and marketing
                  company  that  pursuant to a Partition  Agreement  ("Partition
                  Agreement)  with  Tel-Save  purchased  or  otherwise  provided
                  end-users  the long  distance  services  provided by Tel-Save.
                  Pursuant to the Restructuring  Agreement,  ABA agreed to sell,
                  assign,  convey and transfer to Tel-Save  substantially all of
                  the  assets of ABA,  which  consist  primarily  of ABA's  long
                  distance marketing, operations and end-user servicing systems,
                  its third party contracts for offering long distance services,
                  end-user   servicing  systems,   related  contracts,   certain
                  end-users and customers  provisioned  by Tel-Save  pursuant to
                  the Partition Agreement (collectively,  the "Customers"),  all
                  contracts or other agreements entered into between ABA and the
                  Customers (the  "Customer  Agreements"),  accounts  receivable
                  arising in connection  with the Customer  Agreements;  cash or
                  cash equivalents,  certain computer equipment and software,  a
                  real property lease and certain other assets of ABA designated
                  by Tel-Save over the next sixty (60) days  (collectively,  the
                  "Assets"). In consideration of ABA's agreement to sell, assign
                  and  transfer  the Assets to  Tel-Save,  Tel-Save  paid ABA an
                  aggregate of  $9,450,000.00  on December  13, 1996,  agreed to
                  assume certain designated  liabilities of ABA and released ABA
                  from its outstanding  obligations to make payments to Tel-Save
                  for  telecommunication  services or previous  advances made to
                  ABA  pursuant  to the  Partition  Agreement,  representing  an
                  aggregate   consideration  for  the  Assets  of  approximately
                  $23,000,000.00.  The Registrant  utilized cash on hand for the
                  advance.

ITEM 5.  Other Events.

                  On December 12, 1996, the Board of Directors of the Registrant
                  elected  George  Farley as a Director  of the  Registrant,  to
                  serve until the Registrant's annual meeting of stockholders in
                  1997.  Mr.  Farley  is  currently   Group  Vice  President  of
                  Finance/Chief  Financial Officer of Twin County Grocers, Inc.,
                  a food distribution  company.  Prior to joining Twin County in
                  September  of 1995,  Mr.  Farley was a partner of BDO Seidman,
                  where he had served as a partner since 1974.

ITEM 7.  Financial Statements and Exhibits.

              (a) Financial statements of businesses acquired.

                  If   applicable,  financial   statements   for  the   business
                  acquisition  described in Item 2 will be filed in an amendment
                  to this Form 8-K as soon as practicable, but not later than 60
                  days after the date hereof.

              (b) Pro forma financial information.

                  If  applicable, Pro  forma   financial   information  for  the
                  transaction  described in Item 2 will be filed in an amendment
                  to this Form 8-K as soon as practicable, but not later than 60
                  days after the date hereof.

              (c) Exhibits 

                  2.1 Restructuring  Agreement  dated as of December 13, 1996 by
                      and between Tel-Save Holdings, Inc. and Tel-Save, Inc. and
                      American Business  Alliance,  Inc., Sam Means, Scott Arch,
                      Ellen Arch,  the Voting Trust U/A dated  September 1, 1993
                      under which Ralph Arch is the Trustee,  and Ralph Arch (to
                      be filed by amendment).

<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: December 30, 1996                         By:/s/ Joseph Schenk
     ------------------                           -----------------------------
                                                  Chief Financial Officer and
                                                  Treasurer
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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) December 13, 1996

                             Tel-Save Holdings, Inc.

               (Exact Name of Registrant as Specified in Charter)

            Delaware                    0-26728                   23-2827736
----------------------------     -----------------------     -------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                      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 2.  Acquisition  or Disposition of Assets.

                  The Registrant and Tel-Save,  Inc., a Pennsylvania corporation
                  and a wholly-owned  subsidiary of the Registrant  ("Tel-Save")
                  and  American   Business   Alliance,   Inc.,  a   Pennsylvania
                  corporation  ("ABA"),  Sam Means,  Scott Arch, Ellen Arch, the
                  Voting  Trust U/A dated  September  1, 1993 under  which Ralph
                  Arch  is  the  Trustee  and  Ralph   Arch,   entered   into  a
                  Restructuring   Agreement   dated   December   13,  1996  (the
                  "Restructuring  Agreement")  which  provided  for the eventual
                  settlement of the issues  between the parties and  outstanding
                  obligations. ABA is an independent long distance and marketing
                  company  that  pursuant to a Partition  Agreement  ("Partition
                  Agreement)  with  Tel-Save  purchased  or  otherwise  provided
                  end-users  the long  distance  services  provided by Tel-Save.
                  Pursuant to the Restructuring  Agreement,  ABA agreed to sell,
                  assign,  convey and transfer to Tel-Save  substantially all of
                  the  assets of ABA,  which  consist  primarily  of ABA's  long
                  distance marketing, operations and end-user servicing systems,
                  its third party contracts for offering long distance services,
                  end-user   servicing  systems,   related  contracts,   certain
                  end-users and customers  provisioned  by Tel-Save  pursuant to
                  the Partition Agreement (collectively,  the "Customers"),  all
                  contracts or other agreements entered into between ABA and the
                  Customers (the  "Customer  Agreements"),  accounts  receivable
                  arising in connection  with the Customer  Agreements;  cash or
                  cash equivalents,  certain computer equipment and software,  a
                  real property lease and certain other assets of ABA designated
                  by Tel-Save over the next sixty (60) days  (collectively,  the
                  "Assets"). In consideration of ABA's agreement to sell, assign
                  and  transfer  the Assets to  Tel-Save,  Tel-Save  paid ABA an
                  aggregate of  $9,450,000.00  on December  13, 1996,  agreed to
                  assume certain designated  liabilities of ABA and released ABA
                  from its outstanding  obligations to make payments to Tel-Save
                  for  telecommunication  services or previous  advances made to
                  ABA  pursuant  to the  Partition  Agreement,  representing  an
                  aggregate   consideration  for  the  Assets  of  approximately
                  $23,000,000.00.  The Registrant  utilized cash on hand for the
                  advance.

ITEM 5.  Other Events.

                  On December 12, 1996, the Board of Directors of the Registrant
                  elected  George  Farley as a Director  of the  Registrant,  to
                  serve until the Registrant's annual meeting of stockholders in
                  1997.  Mr.  Farley  is  currently   Group  Vice  President  of
                  Finance/Chief  Financial Officer of Twin County Grocers, Inc.,
                  a food distribution  company.  Prior to joining Twin County in
                  September  of 1995,  Mr.  Farley was a partner of BDO Seidman,
                  where he had served as a partner since 1974.

ITEM 7.  Financial Statements and Exhibits.

              (a) Financial statements of businesses acquired.

                  If   applicable,  financial   statements   for  the   business
                  acquisition  described in Item 2 will be filed in an amendment
                  to this Form 8-K as soon as practicable, but not later than 60
                  days after the date hereof.

              (b) Pro forma financial information.

                  If  applicable, Pro  forma   financial   information  for  the
                  transaction  described in Item 2 will be filed in an amendment
                  to this Form 8-K as soon as practicable, but not later than 60
                  days after the date hereof.

              (c) Exhibits 

                  2.1 Restructuring  Agreement  dated as of December 13, 1996 by
                      and between Tel-Save Holdings, Inc. and Tel-Save, Inc. and
                      American Business  Alliance,  Inc., Sam Means, Scott Arch,
                      Ellen Arch,  the Voting Trust U/A dated  September 1, 1993
                      under which Ralph Arch is the Trustee,  and Ralph Arch (to
                      be filed by amendment).
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: December 30, 1996                         By:/s/ Joseph Schenk
     ------------------                           -----------------------------
                                                  Chief Financial Officer and
                                                  Treasurer