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) July 16, 1997

                             Tel-Save Holdings, Inc.
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

                                     0-26728
                            (Commission File Number)

                                   23-2827736
                      (IRS Employer Identification Number)

                  6805 Route 202, New Hope, Pennsylvania 18938
                    (Address of Principal Executive Offices)

                                 (215) 862-1500
              (Registrant's Telephone Number, Including Area Code)


          (Former Name or Former Address, If Changed Since Last Report)




<PAGE>
Item 5.  Others Events.

         As of July 16, 1997,  Registrant,  TSHCo, Inc. ("Merger Sub"), a wholly
owned subsidiary of Registrant, and Shared Technologies Fairchild, Inc. ("STFI")
entered into an Agreement and Plan of Merger (the "Merger Agreement"),  pursuant
to which STFI would, by merger with and into Merger Sub (the "Merger"), become a
wholly owned  subsidiary of Registrant and the shares of STFI common stock would
be exchanged for shares of Registrant's common stock.

         Pursuant to the terms of the Merger Agreement, each share of STFI stock
will be  converted  into  the  number  of  shares  of  Registrant  common  stock
calculated by dividing $11.25 by the average closing price of Registrant  common
stock over a  15-trading-day  period  prior to the  closing  date of the Merger,
provided  that the  exchange  ratio  shall not be greater  than 1.125  shares of
Registrant's  common  stock for a share of STFI common  stock and that,  if such
average closing price is greater than $20 per share,  the exchange ratio will be
calculated  by  dividing  the sum of (a) $11.25 plus the product of .3 times the
amount by which such  average  closing  price  exceeds  $20 by (b) such  average
closing  price.  STFI's  convertible  preferred  stock  will  be  exchanged  for
preferred  stock of Registrant  with  substantially  identical terms (for STFI's
Series C and D preferred stock) or for shares of Registrant's  common stock (for
STFI's Series I preferred stock).

         The  consummation  of the  Merger is  subject  to the  approval  of the
stockholders of both Registrant and STFI (including,  in the case of Registrant,
approval of the  amendment  to  Registrant's  certificate  of  incorporation  to
increase the number of Registrant's  authorized shares of common stock), as well
as other conditions, including antitrust clearance, applicable federal and state
regulatory  approvals  and  consents,  the Merger's  qualifying  as a pooling of
interest  transaction  for  accounting  purposes  and  other  customary  closing
conditions.

         In   connection   with  the  Merger,   stockholders   of  STFI  holding
approximately  50%  of  the   outstanding  STFI  stock  entered   into  separate
agreements with Registrant,  under which such  stockholders  severally agreed to
vote their shares of STFI in favor of the Merger. Mr. Daniel Borislow,  Chairman
and Chief Executive  Officer of Registrant,  also entered into an agreement with
STFI under which he agreed to vote his shares of  Registrant's  common  stock in
favor of the Merger (the several STFI  stockholders  agreements and the Borislow
agreement are collectively referred to as the "Voting Agreements"). In addition,
Registrant entered into an Agreement with STFI (the "STFI Agreement"),  pursuant
to which  Registrant  would have the right,  if the Merger  Agreement were to be
terminated by STFI under certain  circumstances (a "Purchase  Event," as defined
in the STFI Agreement), to acquire 3,000,000




<PAGE>

shares of STFI common stock from STFI for $11.25 per share.  The STFI  Agreement
expires on the earliest of (a) consummation of the Merger,  (b) January 31, 1998
and (c)  termination of the Merger  Agreement  other than pursuant to a Purchase
Event.

         Copies of the  Merger  Agreement,  the Voting  Agreements  and the STFI
Agreement  are  attached  as Exhibits to this  Current  Report and  incorporated
herein by this reference.  The foregoing summary is qualified in its entirety by
reference to such attached Agreements.

Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

         (c) Exhibits

          2    Agreement  and Plan of Merger,  dated as of July 16, 1997,  among
               Tel-Save  Holdings,  Inc.,  TSHCo,  Inc. and Shared  Technologies
               Fairchild, Inc.

<PAGE>

          10.1 Agreement,  dated as of July 16,  1997,  by and between  Tel-Save
               Holdings, Inc. and Shared Technologies Fairchild, Inc.

          10.2 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between Daniel Borislow and Shared Technologies Fairchild, Inc.

          10.3 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between RHI Holdings, Inc. and Tel-Save Holdings, Inc.

          10.4 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between Anthony D. Autorino and Tel-Save Holdings, Inc.

          10.5 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between J.J. Cramer & Co. and Tel-Save Holdings, 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.

                                                   By: /s/ Aloysius T. Lawn,IV
                                                       -------------------------
                                                       Aloysius T. Lawn,IV
                                                       General Counsel
                                                       and Secretary

Date:  July 22, 1997




<PAGE>



                                  EXHIBIT INDEX

2        Agreement and Plan of Merger, dated as of July 16, 1997, among Tel-Save
         Holdings, Inc., TSHCo, Inc. and Shared Technologies Fairchild, Inc.

10.1     Agreement, dated as of July 16, 1997, by and between Tel-Save Holdings,
         Inc. and Shared Technologies Fairchild, Inc.

10.2     Voting  Agreement,  entered  into as of July 16,  1997,  by and between
         Daniel Borislow and Shared Technologies Fairchild Inc.

10.3     Voting Agreement,  entered into as of July 16, 1997, by and between RHI
         Holdings, Inc. and Tel-Save Holdings, Inc.

10.4     Voting  Agreement,  entered  into as of July 16,  1997,  by and between
         Anthony D. Autorino and Tel-Save Holdings, Inc.

10.5     Voting Agreement, entered into as of July 16, 1997, by and between J.J.
         Cramer & Co. and Tel-Save Holdings, Inc.
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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) July 16, 1997

                             Tel-Save Holdings, Inc.
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

                                     0-26728
                            (Commission File Number)

                                   23-2827736
                      (IRS Employer Identification Number)

                  6805 Route 202, New Hope, Pennsylvania 18938
                    (Address of Principal Executive Offices)

                                 (215) 862-1500
              (Registrant's Telephone Number, Including Area Code)

          (Former Name or Former Address, If Changed Since Last Report)
Item 5.  Others Events.

         As of July 16, 1997,  Registrant,  TSHCo, Inc. ("Merger Sub"), a wholly
owned subsidiary of Registrant, and Shared Technologies Fairchild, Inc. ("STFI")
entered into an Agreement and Plan of Merger (the "Merger Agreement"),  pursuant
to which STFI would, by merger with and into Merger Sub (the "Merger"), become a
wholly owned  subsidiary of Registrant and the shares of STFI common stock would
be exchanged for shares of Registrant's common stock.

         Pursuant to the terms of the Merger Agreement, each share of STFI stock
will be  converted  into  the  number  of  shares  of  Registrant  common  stock
calculated by dividing $11.25 by the average closing price of Registrant  common
stock over a  15-trading-day  period  prior to the  closing  date of the Merger,
provided  that the  exchange  ratio  shall not be greater  than 1.125  shares of
Registrant's  common  stock for a share of STFI common  stock and that,  if such
average closing price is greater than $20 per share,  the exchange ratio will be
calculated  by  dividing  the sum of (a) $11.25 plus the product of .3 times the
amount by which such  average  closing  price  exceeds  $20 by (b) such  average
closing  price.  STFI's  convertible  preferred  stock  will  be  exchanged  for
preferred  stock of Registrant  with  substantially  identical terms (for STFI's
Series C and D preferred stock) or for shares of Registrant's  common stock (for
STFI's Series I preferred stock).

         The  consummation  of the  Merger is  subject  to the  approval  of the
stockholders of both Registrant and STFI (including,  in the case of Registrant,
approval of the  amendment  to  Registrant's  certificate  of  incorporation  to
increase the number of Registrant's  authorized shares of common stock), as well
as other conditions, including antitrust clearance, applicable federal and state
regulatory  approvals  and  consents,  the Merger's  qualifying  as a pooling of
interest  transaction  for  accounting  purposes  and  other  customary  closing
conditions.

         In   connection   with  the  Merger,   stockholders   of  STFI  holding
approximately  50%  of  the   outstanding  STFI  stock  entered   into  separate
agreements with Registrant,  under which such  stockholders  severally agreed to
vote their shares of STFI in favor of the Merger. Mr. Daniel Borislow,  Chairman
and Chief Executive  Officer of Registrant,  also entered into an agreement with
STFI under which he agreed to vote his shares of  Registrant's  common  stock in
favor of the Merger (the several STFI  stockholders  agreements and the Borislow
agreement are collectively referred to as the "Voting Agreements"). In addition,
Registrant entered into an Agreement with STFI (the "STFI Agreement"),  pursuant
to which  Registrant  would have the right,  if the Merger  Agreement were to be
terminated by STFI under certain  circumstances (a "Purchase  Event," as defined
in the STFI Agreement), to acquire 3,000,000
shares of STFI common stock from STFI for $11.25 per share.  The STFI  Agreement
expires on the earliest of (a) consummation of the Merger,  (b) January 31, 1998
and (c)  termination of the Merger  Agreement  other than pursuant to a Purchase
Event.

         Copies of the  Merger  Agreement,  the Voting  Agreements  and the STFI
Agreement  are  attached  as Exhibits to this  Current  Report and  incorporated
herein by this reference.  The foregoing summary is qualified in its entirety by
reference to such attached Agreements.

Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

         (c) Exhibits

          2    Agreement  and Plan of Merger,  dated as of July 16, 1997,  among
               Tel-Save  Holdings,  Inc.,  TSHCo,  Inc. and Shared  Technologies
               Fairchild, Inc.
10.1 Agreement,  dated as of July 16,  1997,  by and between  Tel-Save
               Holdings, Inc. and Shared Technologies Fairchild, Inc.

          10.2 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between Daniel Borislow and Shared Technologies Fairchild, Inc.

          10.3 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between RHI Holdings, Inc. and Tel-Save Holdings, Inc.

          10.4 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between Anthony D. Autorino and Tel-Save Holdings, Inc.

          10.5 Voting  Agreement,  entered  into as of  July  16,  1997,  by and
               between J.J. Cramer & Co. and Tel-Save Holdings, 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.

                                                   By: /s/ Aloysius T. Lawn,IV
                                                       -------------------------
                                                       Aloysius T. Lawn,IV
                                                       General Counsel
                                                       and Secretary

Date:  July 22, 1997
EXHIBIT INDEX

2        Agreement and Plan of Merger, dated as of July 16, 1997, among Tel-Save
         Holdings, Inc., TSHCo, Inc. and Shared Technologies Fairchild, Inc.

10.1     Agreement, dated as of July 16, 1997, by and between Tel-Save Holdings,
         Inc. and Shared Technologies Fairchild, Inc.

10.2     Voting  Agreement,  entered  into as of July 16,  1997,  by and between
         Daniel Borislow and Shared Technologies Fairchild Inc.

10.3     Voting Agreement,  entered into as of July 16, 1997, by and between RHI
         Holdings, Inc. and Tel-Save Holdings, Inc.

10.4     Voting  Agreement,  entered  into as of July 16,  1997,  by and between
         Anthony D. Autorino and Tel-Save Holdings, Inc.

10.5     Voting Agreement, entered into as of July 16, 1997, by and between J.J.
         Cramer & Co. and Tel-Save Holdings, Inc.