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 6, 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.

                       Registrant, Tel-Save Holdings, Inc. ("Tel-Save"),
previously reported that it had proposed to ACC Corp. ("ACC") (NASDAQ: ACCC) for
its  consideration a merger  transaction  between Tel-Save and ACC, in which ACC
would be  acquired  by  Tel-Save  and ACC's  stockholders  would  receive $50 in
Tel-Save  Common  Stock in exchange  for each share of ACC common  stock.  As of
August 1, 1997, there were approximately 16.8 million shares of ACC common stock
reported to be outstanding.

                       On November 6, 1997, ACC reported that, at a meeting
of its  board of  directors  on such  date,  "ACC had  initiated  a review of an
unsolicited  merger  proposal  from  [Tel-Save]  as well as  other  alternatives
available  to  [ACC]"  and  that  the ACC  board of  directors  "has  instructed
management and its advisors,  Morgan Stanley, to meet with Tel-Save in order for
the board to develop a better  understanding of the Tel-Save proposal and assess
its implications for shareholders of ACC."

                       Tel-Save subsequently announced that it intends to
commence  negotiations with ACC with respect to a potential merger  transaction.
Tel-Save  also stated that it does not intend to make any further  announcements
regarding any such potential  merger  transaction  until it has either reached a
definitive  agreement  with ACC or it has  decided  not to  proceed  with such a
transaction.

                       Any such transaction between Tel-Save and ACC is
subject,  among other things,  to the  satisfactory  completion of due diligence
reviews, the negotiation of a mutually satisfactory agreement,  approval thereof
by  the  companies'  respective  boards  of  directors,  the  transaction  being
accounted for as a  pooling-of-interests  transaction,  any necessary regulatory
approvals and any  necessary  stockholder  approvals.  There can be no assurance
that any agreement will be reached or the terms of any such agreement, should it
be reached and approved.




<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 7, 1997                        By:  Aloysius T. Lawn, IV
       --------------------                       ------------------------------
                                                   General Counsel and Secretary
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{"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": "97709725"}, "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 6, 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.

                       Registrant, Tel-Save Holdings, Inc. ("Tel-Save"),
previously reported that it had proposed to ACC Corp. ("ACC") (NASDAQ: ACCC) for
its  consideration a merger  transaction  between Tel-Save and ACC, in which ACC
would be  acquired  by  Tel-Save  and ACC's  stockholders  would  receive $50 in
Tel-Save  Common  Stock in exchange  for each share of ACC common  stock.  As of
August 1, 1997, there were approximately 16.8 million shares of ACC common stock
reported to be outstanding.

                       On November 6, 1997, ACC reported that, at a meeting
of its  board of  directors  on such  date,  "ACC had  initiated  a review of an
unsolicited  merger  proposal  from  [Tel-Save]  as well as  other  alternatives
available  to  [ACC]"  and  that  the ACC  board of  directors  "has  instructed
management and its advisors,  Morgan Stanley, to meet with Tel-Save in order for
the board to develop a better  understanding of the Tel-Save proposal and assess
its implications for shareholders of ACC."

                       Tel-Save subsequently announced that it intends to
commence  negotiations with ACC with respect to a potential merger  transaction.
Tel-Save  also stated that it does not intend to make any further  announcements
regarding any such potential  merger  transaction  until it has either reached a
definitive  agreement  with ACC or it has  decided  not to  proceed  with such a
transaction.

                       Any such transaction between Tel-Save and ACC is
subject,  among other things,  to the  satisfactory  completion of due diligence
reviews, the negotiation of a mutually satisfactory agreement,  approval thereof
by  the  companies'  respective  boards  of  directors,  the  transaction  being
accounted for as a  pooling-of-interests  transaction,  any necessary regulatory
approvals and any  necessary  stockholder  approvals.  There can be no assurance
that any agreement will be reached or the terms of any such agreement, should it
be reached and approved.
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 7, 1997                        By:  Aloysius T. Lawn, IV
       --------------------                       ------------------------------
                                                   General Counsel and Secretary