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):    AUGUST 9, 2000


                                  TALK.COM INC.

               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<CAPTION>

                  DELAWARE                                 000-26728                         23-2827736
<S>                                                  <C>                          <C>
 (State or Other Jurisdiction of Incorporation)     (Commission File Number)     (I.R.S. Employer Identification No.)

</TABLE>



                                  TALK.COM INC.

                           12020 SUNRISE VALLEY DRIVE

                             RESTON, VIRGINIA 22091

          (Address of Principal Executive Offices, Including Zip Code)
                                 (703) 391-7500

              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE

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

<PAGE>

Item 2.  Acquisition or Disposition of Assets.

         On August 9, 2000, pursuant to an Agreement and Plan of Merger dated as
of March 24,  2000,  as amended (the "Merger  Agreement"),  Aladdin  Acquisition
Corp.  ("Merger  Sub"), a Delaware  corporation and  wholly-owned  subsidiary of
Talk.com Inc. ("Talk.com"), merged with and into Access One Communications Corp.
("Access One"), a New Jersey corporation (the "Merger").  Under the terms of the
Merger  Agreement,  Access One  stockholders  will  receive  0.571428  shares of
Talk.com's  common  stock in exchange  for each share of Access One common stock
outstanding at the effective time of the Merger. As a result of the consummation
of the Merger,  Access One continued as the surviving corporation and has become
a  wholly-owned  subsidiary  of Talk.com.  Based upon the  19,242,102  shares of
Access One common stock outstanding as of the closing date, and 2,057,889 shares
of Access One common stock issuable under certain outstanding warrants that will
be converted  directly into Talk.com  common stock based on the same  conversion
ratio,  Talk.com expects to issue  approximately  12,171,411  shares of Talk.com
common stock in connection with the Merger. In addition, outstanding options and
warrants to purchase an aggregate of approximately  3.7 million shares of Access
One common stock will be exchanged for equivalent  Talk.com options and warrants
to purchase an aggregate of approximately  2.1 million shares of Talk.com common
stock.

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

     (a) Financial Statements of Businesses Acquired.

         The audited financial  statements of the business acquired,  Access One
         Communications  Corp., required by this item, including (i) the audited
         consolidated  balance  sheets  of  Access  One and  subsidiaries  as of
         October  31,  1999  and  1998,  and the  related  audited  consolidated
         statements of operations,  stockholders'  equity  (deficiency) and cash
         flows for the years ended  October 31,  1999,  1998 and 1997,  together
         with the notes thereto,  (ii) the unaudited  consolidated balance sheet
         of Access One and  subsidiaries  as of April 30, 2000,  and the related
         unaudited consolidated  statements of operations,  stockholders' equity
         (deficiency)  and cash flows for the three month and six month  periods
         ended April 30, 2000 and 1999,  together with the notes thereto,  (iii)
         the audited  balance  sheets of OmniCall,  Inc. as of December 31, 1998
         and 1997 and the audited statements of operations, stockholders' equity
         (deficit)  and cash flows of  OmniCall,  Inc. for the years then ended,
         together with the notes thereto,  and (iv) the unaudited  statements of
         operations and cash flows of OmniCall, Inc. for the period from January
         1, 1999 through November 29, 1999, together with the notes thereto, are
         incorporated herein by reference to Talk.com's  Registration  Statement
         on Form S-4 (No.  333-40980),  filed with the  Securities  and Exchange
         Commission on July 7, 2000 (the "Registration Statement").

<PAGE>

     (b) Pro Forma Financial Information.

         The pro forma financial  information required by this item is contained
         in the pro forma  financial  statements  set forth in the  Registration
         Statement, and is hereby incorporated by reference.

     (c) Exhibits.

         The following exhibits are filed with this Report.

Exhibit No.         Description
-----------         -----------

2.1                 Agreement  and Plan of Merger by and  among  Talk.com  Inc.,
                    Aladdin  Acquisition  Corp.  and Access  One  Communications
                    Corp.,  dated as of March 24, 2000,  and  Amendment  thereto
                    (incorporated  by  reference  to Annex A to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.2                 Voting  Agreement,  dated as of March 24, 2000, by and among
                    Talk.com  Inc.,  Aladdin   Acquisition  Corp.,   Access  One
                    Communications Corp. and the other signatories identified on
                    the signature  pages thereto  (incorporated  by reference to
                    Annex B to the Joint  Proxy  Statement/Prospectus  forming a
                    part of the Registration Statement).

2.3                 Indemnification  Agreement,  dated  March 24,  2000,  by and
                    among  Talk.com  Inc.  and Access One  Communications  Corp.
                    (incorporated  by  reference  to Annex C to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.4                 Escrow Agreement, dated as of August 9, 2000, among Talk.com
                    Inc., Aladdin  Acquisition Corp.,  Access One Communications
                    Corp.,  Kenneth G. Baritz and Wilmington  Trust Company,  as
                    Escrow Agent. (filed herewith)

99.1                Press Release of Talk.com Inc., dated August 9, 2000. (filed
                    herewith)

<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.

                                    TALK.COM INC.


Date:  August 10, 2000              By:       /s/ Aloysius T. Lawn, IV
                                         -----------------------------
                                         Name:    Aloysius T. Lawn, IV
                                         Title:   Executive Vice President -
                                                  General Counsel and Secretary


<PAGE>

                                  EXHIBIT INDEX




Exhibit No.         Description
-----------         -----------

2.1                 Agreement  and Plan of Merger by and  among  Talk.com  Inc.,
                    Aladdin  Acquisition  Corp.  and Access  One  Communications
                    Corp.,  dated as of March 24, 2000,  and  Amendment  thereto
                    (incorporated  by  reference  to Annex A to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.2                 Voting  Agreement,  dated as of March 24, 2000, by and among
                    Talk.com  Inc.,  Aladdin   Acquisition  Corp.,   Access  One
                    Communications Corp. and the other signatories identified on
                    the signature  pages thereto  (incorporated  by reference to
                    Annex B to the Joint  Proxy  Statement/Prospectus  forming a
                    part of the Registration Statement).

2.3
                    Indemnification  Agreement,  dated  March 24,  2000,  by and
                    among  Talk.com  Inc.  and Access One  Communications  Corp.
                    (incorporated  by  reference  to Annex C to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.4                 Escrow Agreement, dated as of August 9, 2000, among Talk.com
                    Inc., Aladdin  Acquisition Corp.,  Access One Communications
                    Corp.,  Kenneth G. Baritz and Wilmington  Trust Company,  as
                    Escrow Agent. (filed herewith)

99.1                Press Release of Talk.com Inc.,  dated August 9, 2000 (filed
                    herewith)

<PAGE>
                                                                     EXHIBIT 2.4

                                                                  Execution Copy

                                ESCROW AGREEMENT

                  This ESCROW  AGREEMENT (the  "Agreement")  is dated  effective
August 9, 2000, by and among TALK.COM,  INC., a Delaware corporation ("Parent"),
ALADDIN ACQUISITION CORP., a Delaware corporation and a wholly-owned  subsidiary
of Parent ("Parent  Subsidiary"),  ACCESS ONE COMMUNICATIONS CORP., a New Jersey
corporation  (the  "Target"),  KENNETH G.  BARITZ  (the  "Representative"),  and
Wilmington Trust Company, a Delaware banking  corporation,  as Escrow Agent (the
"Escrow Agent").

                              W I T N E S S E T H:

                  WHEREAS,  Parent, Parent Subsidiary and Target entered into an
Agreement  and Plan of Merger  dated  March 24, 2000 (the  "Merger  Agreement"),
pursuant  to which  Parent  agreed to acquire all of the  outstanding  shares of
voting common  stock,  $0.001 par value per share (the "Common  Stock"),  of the
Target  pursuant  to a merger of Parent  Subsidiary  with and into  Target  (the
"Merger");

                  WHEREAS,  at and as of the  effective  time of the Merger each
holder of Common Stock,  including  holders of warrants  convertible into Common
Stock,  will be converted into the right to receive a certain number of Parent's
common stock, par value $0.01 per share (the "Parent Shares")

                  WHEREAS,  certain indemnification  obligations exist under the
Merger  Agreement  and the  Indemnification  Agreement (as defined in the Merger
Agreement) and these  indemnification  obligations  are secured by the pledge of
the amount of Parent  Shares as provided in the Merger  Agreement  (constituting
10% of the Merger Consideration) and identified on Exhibit A attached hereto and
incorporated  herein (the "Pledged Stock") by the holders thereof  ("Pledgees");
and

                  WHEREAS, to provide for the appropriate  administration of the
Pledged  Stock,  Target,  Parent and Parent  Subsidiary  desire to  establish an
escrow  account with the Escrow Agent  subject to the terms and  conditions  set
forth herein.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants and agreements contained herein, the receipt and sufficiency of
which are hereby acknowledged,  Parent, Parent Subsidiary, Target and the Escrow
Agent  (collectively,  the "Parties" and  sometimes,  individually,  a "Party"),
intending to be legally bound, hereby agree as follows:

                  1.  Appointment.  Parent,  Parent Subsidiary and Target hereby
appoint the Escrow Agent as escrow  agent,  and the Escrow Agent hereby  accepts
such  appointment,  on the terms and conditions set forth herein.  Target hereby
appoints  the  Representative  to act as the agent of the holders of the Pledged
Stock hereunder, which Representative shall have full authority to act on behalf
of the Pledgees with respect to the Pledged Stock for purposes of this Agreement
and the Indemnification Agreement.

<PAGE>

         2.       Establishment of Escrow.

                          (a) Concurrently herewith,  Target is depositing stock
certificates  and warrant  certificates  representing the Pledged Stock with the
Escrow Agent, together with stock powers executed in blank related thereto.

                          (b) The  Escrow  Agent  shall  hold and  disburse  the
Pledged Stock  deposited with the Escrow Agent under this Agreement (the "Escrow
Stock") pursuant to and in accordance with this Agreement.

                          (c) The Escrow Agent shall disburse  Escrow Stock only
when and to the extent required by Section 3 hereof.

                  3.       Release from Escrow; Escrow Period.

                          (a) Parent and Parent  Subsidiary may at any time, and
from time to time,  prior to the  termination of this Agreement  deliver written
instructions to the Escrow Agent, with a copy to the  Representative,  directing
the Escrow  Agent to disburse all or a portion of the Escrow Stock to any person
(including  Parent and Parent  Subsidiary) in the amounts  specified therein for
the purpose (but only for the purpose) of satisfying  any  obligation  based on,
arising from or in connection  with all claims for  indemnification  asserted in
writing by the Parent,  Parent Subsidiary or Surviving  Corporation  pursuant to
the Indemnification  Agreement.  On the fifteenth business day after delivery of
these instructions to  Representative,  and provided that the Representative has
not  objected to such notice in writing  delivered to both the Parent and Escrow
Agent and the dispute has not been  resolved as provided in the  Indemnification
Agreement,  Escrow Agent shall  release to Parent and Parent  Subsidiary  all or
part of the  Escrow  Stock  in  accordance  with  these  instructions.  All such
disputes shall be resolved as provided in the Indemnification Agreement.

                          (b) On or  promptly  after  August  9,  2001,  or,  if
earlier, on the date on which the  Representative,  Parent and Parent Subsidiary
deliver to the Escrow Agent a written statement that no further liability exists
pursuant  to the  Merger  Agreement,  the Escrow  Agent  shall  disburse  to the
Pledgees,  in accordance with the joint instructions of the parties,  all Escrow
Stock then held by it (i) less any amounts  which it shall have then  previously
been  instructed to disburse  pursuant to Section 3(a) hereof but shall not have
disbursed for any reason.

                          (c) Upon receipt by the Escrow Agent from time to time
and at any time during the term of this Agreement of joint written  instructions
executed by the Representative, Parent and Parent Subsidiary or a court order or
arbitration award directing disbursement of Escrow Stock, the Escrow Agent shall
promptly disburse Escrow Stock then held by it to the persons and in the amounts
specified therein.

                          (d)  Notwithstanding  anything contained herein to the
contrary,  the Escrow  Agent shall not be required at any time to disburse  more
than the aggregate amount of Escrow Stock then held by it.

                          (e)  Nothing  contained  herein  shall  obligate or be
construed to obligate the Representative, Parent and Parent Subsidiary to submit
any dispute or claim to arbitration.

<PAGE>

                          (f) This Agreement,  except Sections 4, 5 and 6, shall
terminate on disbursement of all Escrow Stock.

                  4.       Responsibilities and Duties of Escrow Agent.

                          (a) The Escrow Agent shall not incur any liability for
following  the  instructions  herein  contained  or provided  for in any written
instructions  given  by the  Representative,  Parent  and/or  Parent  Subsidiary
pursuant  to the terms  hereof.  In the event  that the  Escrow  Agent  shall be
uncertain as to its duties or rights  hereunder,  shall fail to receive  written
instructions  or shall  receive  instructions,  claims or demands from any other
Party  which,  in its  opinion,  conflict  with  any of the  provisions  of this
Agreement,  it shall be entitled to refrain  from taking any action and its sole
obligation shall be to keep safely all property held in escrow until it shall be
directed otherwise in writing by all of the other Parties or by a final order or
judgment of a court of competent jurisdiction.

                          (b) The Escrow  Agent may rely and shall be  protected
in acting or  refraining  from  acting on any  written  notice,  instruction  or
request  furnished  to it  hereunder.  The  Escrow  Agent  shall  not  have  any
responsibility for the genuineness or validity of any document or other material
presented  to or  deposited  with it nor any  liability  for any  action  taken,
suffered or omitted in accordance with any written  instructions or certificates
given to it  hereunder  and  believed by it to be signed by the proper  party or
parties.

                          (c) The  Escrow  Agent  shall  not be  liable  for any
action taken by it in good faith and believed by it to be  authorized  or within
the rights or powers  conferred  on it by this  Agreement.  The Escrow Agent may
consult  with  counsel  of its  choice,  and shall not be liable  for any action
taken, suffered or omitted by it in good faith in accordance with the opinion of
such counsel.

                          (d)  The  Escrow   Agent  shall  not  be  required  to
institute legal proceedings of any kind and shall not be required to initiate or
defend any legal proceedings that may be instituted  against it by third parties
with respect to the subject matter of this  Agreement.  If the Escrow Agent does
elect  to act it will do so only to the  extent  that it is  indemnified  to its
satisfaction against the cost and expense of such defense or initiation.

                          (e) The  duties  and  responsibilities  of the  Escrow
Agent are those  herein  specifically  provided  and no other.  The Escrow Agent
shall not have any  liability  under,  or duty to  inquire  into,  the terms and
provisions  of the Merger  Agreement or of any other  agreement  or  instrument,
other than this  Agreement.  Its duties are ministerial in nature and the Escrow
Agent shall not incur any  liability  whatsoever  other than for its own willful
misconduct or gross negligence.

                  5.      Indemnification.  Parent,  Parent  Subsidiary and  the
Representative on behalf of the Pledgees hereby, jointly and severally, agree to
indemnify,  defend and hold the Escrow Agent  harmless  from and against any and
all loss, damage,  tax, liability and expense that may be incurred by the Escrow
Agent  arising  out  of  or  in  connection  with  its  duties,  obligations  or
performance as escrow agent under this Agreement,  except as caused by its gross
negligence  or willful  misconduct,  including  the legal costs and  expenses of
defending itself against or

<PAGE>

initiating any claim or liability in connection with its performance  hereunder.
The terms of this paragraph  shall survive the termination of (i) this Agreement
and, (ii) with respect to claims  arising in connection  with the Escrow Agent's
duties while acting as such, the resignation or removal of the Escrow Agent.

                  6. Expenses of Escrow Agent. The  Representative  on behalf of
the Pledgees, Parent and Parent Subsidiary,  jointly and severally, agree to pay
or reimburse  the Escrow Agent on request for all  expenses,  disbursements  and
advances,  including  reasonable  attorneys'  fees,  incurred  or  made by it in
connection with carrying out its duties hereunder.

                  7. Discharge and Resignation of Escrow Agent. The Escrow Agent
may resign and be discharged from its duties or obligations  hereunder by giving
the  Representative,  Parent and Parent Subsidiary at least 30 days prior notice
in writing of such  resignation,  but such  resignation  shall not be  effective
until a successor escrow agent shall have been appointed and shall have accepted
such appointment in writing.  As soon as practicable after its resignation,  the
Escrow  Agent  shall turn over to a  successor  escrow  agent  appointed  by the
Representative, Parent and Parent Subsidiary the Escrow Stock on presentation of
the document  appointing the successor  escrow agent and its acceptance  thereof
whereupon all of the Escrow Agent's duties and obligations hereunder shall cease
and terminate.  If no successor  escrow agent is so appointed  within the 30 day
period  following  such notice of  resignation,  the resigning  Escrow Agent may
petition any court of competent  jurisdiction for the appointment of a successor
escrow agent.

                  8. Notice.  All  notices  required  or  permitted  to be given
pursuant to this  Agreement  shall be given in writing,  shall be transmitted by
registered  or  certified  mail,  postage  prepaid,  and shall be  addressed  as
follows:

                  When Escrow Agent is the intended recipient:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890
                           Attention:  Margaret Pulgini
                           Facsimile: (302) 427-4605

                  If to Parent or Parent Subsidiary:

                           Talk.com, Inc.
                           6805 Route 202
                           New Hope, PA  18938
                           Attention: Aloysius T. Lawn, IV, Esq.
                           Executive Vice President -
                               General Counsel and Secretary
                           Facsimile:  (215) 862-1960

                           With a copy to:
<PAGE>

                           Kelley Drye & Warren LLP
                           1200 19th Street, N.W.
                           Suite 500
                           Washington, D.C.  20036
                           Attention:  Joseph B. Hoffman, Esq.
                           Facsimile:  (202) 955-9792

                  When  the  Pledgees  or the  Representative  are the  intended
recipients:

                           Kenneth G. Baritz
                           3427 NW 55th Street
                           Fort Lauderdale, FL
                           Facsimile: (954) 739-2476

                  A Party may designate a new address to which notices  required
or  permitted  to be  given  pursuant  to this  Agreement  shall  thereafter  be
transmitted by giving  written notice to that effect to the other Parties.  Each
notice  transmitted in the manner described in this Section 8 shall be deemed to
have been given,  received and become  effective for all purposes at the time it
shall have been delivered to the addressee as indicated by the return receipt.

                  9. Entire Agreement; Binding Effect; Assignment. The terms and
provisions  of  this  Agreement  together  with  the  Indemnification  Agreement
constitute the entire agreement  between the Parties with respect to the subject
matter hereof.  This  Agreement  shall be binding on and inure to the benefit of
the Parties and their respective  successors and assigns.  No Party shall assign
any of its  rights or  delegate  any of its  duties  under  this  Agreement  (by
operation of law or otherwise)  without the prior  written  consent of the other
Parties.  In the case of any inconsistency or conflict between the provisions of
this  Agreement and the  provisions of the Merger  Agreement,  the provisions of
this Agreement shall govern.

                  10.  Amendments.  The Escrow  Agent  shall not be bound by any
modification,  amendment, termination,  cancellation, rescission or supersession
of this  Agreement  unless the same shall be in writing and signed by all of the
other Parties and, if its rights,  duties,  immunities or  indemnities as Escrow
Agent are affected thereby, unless it shall have given its prior written consent
thereto.

                  11. Governing Law; Jurisdiction. Except as expressly set forth
below,  this Agreement shall be governed by and construed in accordance with the
domestic  laws of the State of Delaware  without  giving effect to any choice or
conflict of law provision or rule (whether of the State of Delaware or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other  than  the  State  of  Delaware.  Each  of  the  Parties  submits  to  the
jurisdiction  of any state or  federal  court  sitting  in the  Commonwealth  of
Virginia  in any  action  or  proceeding  arising  out of or  relating  to  this
Agreement and agrees that all claims in respect of the action or proceeding  may
be heard and  determined in any such court.  Each Party also agrees not to bring
any action or  proceeding  arising out of or relating to this  Agreement  in any
other court. Each of the parties hereto waives any defense of inconvenient forum
to the  maintenance  of any action or proceeding so brought and waives any bond,
surety or other  security that might be required of

<PAGE>

any other Party with respect  thereto.  Each Party appoints C-T Corporation (the
"Process  Agent") as his or its agent to receive on his or its behalf service of
copies of the summons and  complaint  and any other process that might be served
in the action or  proceeding.  Any Party may make  service on any other Party by
sending or delivering a copy of the process (A) to the Party to be served at the
address and in the manner  provided for the giving of notices in Section 8 above
or (B) to the party to be served in care of the Process Agent at the address and
in the manner provided for the giving of notices in Section 8 above.  Nothing in
this  Section 11,  however,  shall  affect the right of any Party to serve legal
process in any other  manner  permitted  by law or at equity.  Each Party agrees
that a final judgment in any action or proceeding so brought shall be conclusive
and may be enforced by suit on the judgment or in any other  manner  provided by
law or at equity. EACH OF PARENT, PARENT SUBSIDIARY,  TARGET, REPRESENTATIVE (ON
BEHALF OF PLEDGEES) AND ESCROW AGENT HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST
EXTENT  PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

                  12.      Headings;   Counterparts.   The   headings   in  this
Agreement  have been inserted for  convenience of reference  only,  shall not be
considered a part of this Agreement and shall not limit, modify or affect in any
way the meaning or  interpretation  of this  Agreement.  This  Agreement  may be
signed in any number of counterparts.

                  13.    No  Modification  of  Merger  Agreement.   Except  as
expressly  provided  herein,  the  rights  and  obligations  of  Parent,  Parent
Subsidiary and Target in this Agreement shall in no way affect their  respective
rights and obligations under the Merger Agreement.

<PAGE>


                IN  WITNESS  WHEREOF,   the  Parties  have  duly  executed  this
Agreement effective the date first above written.

                               ACCESS ONE COMMUNICATIONS CORP.


                               By:    /s/ Elizabeth Stallings
                                      ------------------------------------------
                               Name:  Elizabeth Stallings
                               Title: President


                               ALADDIN ACQUISITION CORP.


                               By:    /s/ Aloysius T. Lawn IV
                                      ------------------------------------------
                               Name:  Aloysius T. Lawn IV
                               Title: Executive Vice President -
                                      General Counsel and Secretary


                               TALK.COM, INC.


                                By:   /s/ Aloysius T. Lawn IV
                                      ------------------------------------------
                                Name:  Aloysius T. Lawn IV
                                Title: Executive Vice President -
                                       General Counsel and Secretary


                                      /s/ Ken Baritz
                                      ------------------------------------------
                                      Kenneth G. Baritz (as Representative)


                                WILMINGTON TRUST COMPANY,
                                   as Escrow Agent


                                By:   /s/ D. P. Fontello
                                      ------------------------------------------
                                Name:  David P. Fontello
                                Title: Vice President
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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):    AUGUST 9, 2000

                                  TALK.COM INC.

               (Exact Name of Registrant as Specified in Charter)
DELAWARE                                 000-26728                         23-2827736
(State or Other Jurisdiction of Incorporation)     (Commission File Number)     (I.R.S. Employer Identification No.)
TALK.COM INC.

                           12020 SUNRISE VALLEY DRIVE

                             RESTON, VIRGINIA 22091

          (Address of Principal Executive Offices, Including Zip Code)
                                 (703) 391-7500

              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE

          (Former Name or Former Address, if Changed Since Last Report)
Item 2.  Acquisition or Disposition of Assets.

         On August 9, 2000, pursuant to an Agreement and Plan of Merger dated as
of March 24,  2000,  as amended (the "Merger  Agreement"),  Aladdin  Acquisition
Corp.  ("Merger  Sub"), a Delaware  corporation and  wholly-owned  subsidiary of
Talk.com Inc. ("Talk.com"), merged with and into Access One Communications Corp.
("Access One"), a New Jersey corporation (the "Merger").  Under the terms of the
Merger  Agreement,  Access One  stockholders  will  receive  0.571428  shares of
Talk.com's  common  stock in exchange  for each share of Access One common stock
outstanding at the effective time of the Merger. As a result of the consummation
of the Merger,  Access One continued as the surviving corporation and has become
a  wholly-owned  subsidiary  of Talk.com.  Based upon the  19,242,102  shares of
Access One common stock outstanding as of the closing date, and 2,057,889 shares
of Access One common stock issuable under certain outstanding warrants that will
be converted  directly into Talk.com  common stock based on the same  conversion
ratio,  Talk.com expects to issue  approximately  12,171,411  shares of Talk.com
common stock in connection with the Merger. In addition, outstanding options and
warrants to purchase an aggregate of approximately  3.7 million shares of Access
One common stock will be exchanged for equivalent  Talk.com options and warrants
to purchase an aggregate of approximately  2.1 million shares of Talk.com common
stock.

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

     (a) Financial Statements of Businesses Acquired.

         The audited financial  statements of the business acquired,  Access One
         Communications  Corp., required by this item, including (i) the audited
         consolidated  balance  sheets  of  Access  One and  subsidiaries  as of
         October  31,  1999  and  1998,  and the  related  audited  consolidated
         statements of operations,  stockholders'  equity  (deficiency) and cash
         flows for the years ended  October 31,  1999,  1998 and 1997,  together
         with the notes thereto,  (ii) the unaudited  consolidated balance sheet
         of Access One and  subsidiaries  as of April 30, 2000,  and the related
         unaudited consolidated  statements of operations,  stockholders' equity
         (deficiency)  and cash flows for the three month and six month  periods
         ended April 30, 2000 and 1999,  together with the notes thereto,  (iii)
         the audited  balance  sheets of OmniCall,  Inc. as of December 31, 1998
         and 1997 and the audited statements of operations, stockholders' equity
         (deficit)  and cash flows of  OmniCall,  Inc. for the years then ended,
         together with the notes thereto,  and (iv) the unaudited  statements of
         operations and cash flows of OmniCall, Inc. for the period from January
         1, 1999 through November 29, 1999, together with the notes thereto, are
         incorporated herein by reference to Talk.com's  Registration  Statement
         on Form S-4 (No.  333-40980),  filed with the  Securities  and Exchange
         Commission on July 7, 2000 (the "Registration Statement").
(b) Pro Forma Financial Information.

         The pro forma financial  information required by this item is contained
         in the pro forma  financial  statements  set forth in the  Registration
         Statement, and is hereby incorporated by reference.

     (c) Exhibits.

         The following exhibits are filed with this Report.

Exhibit No.         Description
-----------         -----------

2.1                 Agreement  and Plan of Merger by and  among  Talk.com  Inc.,
                    Aladdin  Acquisition  Corp.  and Access  One  Communications
                    Corp.,  dated as of March 24, 2000,  and  Amendment  thereto
                    (incorporated  by  reference  to Annex A to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.2                 Voting  Agreement,  dated as of March 24, 2000, by and among
                    Talk.com  Inc.,  Aladdin   Acquisition  Corp.,   Access  One
                    Communications Corp. and the other signatories identified on
                    the signature  pages thereto  (incorporated  by reference to
                    Annex B to the Joint  Proxy  Statement/Prospectus  forming a
                    part of the Registration Statement).

2.3                 Indemnification  Agreement,  dated  March 24,  2000,  by and
                    among  Talk.com  Inc.  and Access One  Communications  Corp.
                    (incorporated  by  reference  to Annex C to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.4                 Escrow Agreement, dated as of August 9, 2000, among Talk.com
                    Inc., Aladdin  Acquisition Corp.,  Access One Communications
                    Corp.,  Kenneth G. Baritz and Wilmington  Trust Company,  as
                    Escrow Agent. (filed herewith)

99.1                Press Release of Talk.com Inc., dated August 9, 2000. (filed
                    herewith)
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.

                                    TALK.COM INC.

Date:  August 10, 2000              By:       /s/ Aloysius T. Lawn, IV
                                         -----------------------------
                                         Name:    Aloysius T. Lawn, IV
                                         Title:   Executive Vice President -
                                                  General Counsel and Secretary
EXHIBIT INDEX

Exhibit No.         Description
-----------         -----------

2.1                 Agreement  and Plan of Merger by and  among  Talk.com  Inc.,
                    Aladdin  Acquisition  Corp.  and Access  One  Communications
                    Corp.,  dated as of March 24, 2000,  and  Amendment  thereto
                    (incorporated  by  reference  to Annex A to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.2                 Voting  Agreement,  dated as of March 24, 2000, by and among
                    Talk.com  Inc.,  Aladdin   Acquisition  Corp.,   Access  One
                    Communications Corp. and the other signatories identified on
                    the signature  pages thereto  (incorporated  by reference to
                    Annex B to the Joint  Proxy  Statement/Prospectus  forming a
                    part of the Registration Statement).

2.3
                    Indemnification  Agreement,  dated  March 24,  2000,  by and
                    among  Talk.com  Inc.  and Access One  Communications  Corp.
                    (incorporated  by  reference  to Annex C to the Joint  Proxy
                    Statement/Prospectus  forming  a part  of  the  Registration
                    Statement).

2.4                 Escrow Agreement, dated as of August 9, 2000, among Talk.com
                    Inc., Aladdin  Acquisition Corp.,  Access One Communications
                    Corp.,  Kenneth G. Baritz and Wilmington  Trust Company,  as
                    Escrow Agent. (filed herewith)

99.1                Press Release of Talk.com Inc.,  dated August 9, 2000 (filed
                    herewith)
EXHIBIT 2.4

                                                                  Execution Copy

                                ESCROW AGREEMENT

                  This ESCROW  AGREEMENT (the  "Agreement")  is dated  effective
August 9, 2000, by and among TALK.COM,  INC., a Delaware corporation ("Parent"),
ALADDIN ACQUISITION CORP., a Delaware corporation and a wholly-owned  subsidiary
of Parent ("Parent  Subsidiary"),  ACCESS ONE COMMUNICATIONS CORP., a New Jersey
corporation  (the  "Target"),  KENNETH G.  BARITZ  (the  "Representative"),  and
Wilmington Trust Company, a Delaware banking  corporation,  as Escrow Agent (the
"Escrow Agent").

                              W I T N E S S E T H:

                  WHEREAS,  Parent, Parent Subsidiary and Target entered into an
Agreement  and Plan of Merger  dated  March 24, 2000 (the  "Merger  Agreement"),
pursuant  to which  Parent  agreed to acquire all of the  outstanding  shares of
voting common  stock,  $0.001 par value per share (the "Common  Stock"),  of the
Target  pursuant  to a merger of Parent  Subsidiary  with and into  Target  (the
"Merger");

                  WHEREAS,  at and as of the  effective  time of the Merger each
holder of Common Stock,  including  holders of warrants  convertible into Common
Stock,  will be converted into the right to receive a certain number of Parent's
common stock, par value $0.01 per share (the "Parent Shares")

                  WHEREAS,  certain indemnification  obligations exist under the
Merger  Agreement  and the  Indemnification  Agreement (as defined in the Merger
Agreement) and these  indemnification  obligations  are secured by the pledge of
the amount of Parent  Shares as provided in the Merger  Agreement  (constituting
10% of the Merger Consideration) and identified on Exhibit A attached hereto and
incorporated  herein (the "Pledged Stock") by the holders thereof  ("Pledgees");
and

                  WHEREAS, to provide for the appropriate  administration of the
Pledged  Stock,  Target,  Parent and Parent  Subsidiary  desire to  establish an
escrow  account with the Escrow Agent  subject to the terms and  conditions  set
forth herein.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual covenants and agreements contained herein, the receipt and sufficiency of
which are hereby acknowledged,  Parent, Parent Subsidiary, Target and the Escrow
Agent  (collectively,  the "Parties" and  sometimes,  individually,  a "Party"),
intending to be legally bound, hereby agree as follows:

                  1.  Appointment.  Parent,  Parent Subsidiary and Target hereby
appoint the Escrow Agent as escrow  agent,  and the Escrow Agent hereby  accepts
such  appointment,  on the terms and conditions set forth herein.  Target hereby
appoints  the  Representative  to act as the agent of the holders of the Pledged
Stock hereunder, which Representative shall have full authority to act on behalf
of the Pledgees with respect to the Pledged Stock for purposes of this Agreement
and the Indemnification Agreement.
2.       Establishment of Escrow.

                          (a) Concurrently herewith,  Target is depositing stock
certificates  and warrant  certificates  representing the Pledged Stock with the
Escrow Agent, together with stock powers executed in blank related thereto.

                          (b) The  Escrow  Agent  shall  hold and  disburse  the
Pledged Stock  deposited with the Escrow Agent under this Agreement (the "Escrow
Stock") pursuant to and in accordance with this Agreement.

                          (c) The Escrow Agent shall disburse  Escrow Stock only
when and to the extent required by Section 3 hereof.

                  3.       Release from Escrow; Escrow Period.

                          (a) Parent and Parent  Subsidiary may at any time, and
from time to time,  prior to the  termination of this Agreement  deliver written
instructions to the Escrow Agent, with a copy to the  Representative,  directing
the Escrow  Agent to disburse all or a portion of the Escrow Stock to any person
(including  Parent and Parent  Subsidiary) in the amounts  specified therein for
the purpose (but only for the purpose) of satisfying  any  obligation  based on,
arising from or in connection  with all claims for  indemnification  asserted in
writing by the Parent,  Parent Subsidiary or Surviving  Corporation  pursuant to
the Indemnification  Agreement.  On the fifteenth business day after delivery of
these instructions to  Representative,  and provided that the Representative has
not  objected to such notice in writing  delivered to both the Parent and Escrow
Agent and the dispute has not been  resolved as provided in the  Indemnification
Agreement,  Escrow Agent shall  release to Parent and Parent  Subsidiary  all or
part of the  Escrow  Stock  in  accordance  with  these  instructions.  All such
disputes shall be resolved as provided in the Indemnification Agreement.

                          (b) On or  promptly  after  August  9,  2001,  or,  if
earlier, on the date on which the  Representative,  Parent and Parent Subsidiary
deliver to the Escrow Agent a written statement that no further liability exists
pursuant  to the  Merger  Agreement,  the Escrow  Agent  shall  disburse  to the
Pledgees,  in accordance with the joint instructions of the parties,  all Escrow
Stock then held by it (i) less any amounts  which it shall have then  previously
been  instructed to disburse  pursuant to Section 3(a) hereof but shall not have
disbursed for any reason.

                          (c) Upon receipt by the Escrow Agent from time to time
and at any time during the term of this Agreement of joint written  instructions
executed by the Representative, Parent and Parent Subsidiary or a court order or
arbitration award directing disbursement of Escrow Stock, the Escrow Agent shall
promptly disburse Escrow Stock then held by it to the persons and in the amounts
specified therein.

                          (d)  Notwithstanding  anything contained herein to the
contrary,  the Escrow  Agent shall not be required at any time to disburse  more
than the aggregate amount of Escrow Stock then held by it.

                          (e)  Nothing  contained  herein  shall  obligate or be
construed to obligate the Representative, Parent and Parent Subsidiary to submit
any dispute or claim to arbitration.
(f) This Agreement,  except Sections 4, 5 and 6, shall
terminate on disbursement of all Escrow Stock.

                  4.       Responsibilities and Duties of Escrow Agent.

                          (a) The Escrow Agent shall not incur any liability for
following  the  instructions  herein  contained  or provided  for in any written
instructions  given  by the  Representative,  Parent  and/or  Parent  Subsidiary
pursuant  to the terms  hereof.  In the event  that the  Escrow  Agent  shall be
uncertain as to its duties or rights  hereunder,  shall fail to receive  written
instructions  or shall  receive  instructions,  claims or demands from any other
Party  which,  in its  opinion,  conflict  with  any of the  provisions  of this
Agreement,  it shall be entitled to refrain  from taking any action and its sole
obligation shall be to keep safely all property held in escrow until it shall be
directed otherwise in writing by all of the other Parties or by a final order or
judgment of a court of competent jurisdiction.

                          (b) The Escrow  Agent may rely and shall be  protected
in acting or  refraining  from  acting on any  written  notice,  instruction  or
request  furnished  to it  hereunder.  The  Escrow  Agent  shall  not  have  any
responsibility for the genuineness or validity of any document or other material
presented  to or  deposited  with it nor any  liability  for any  action  taken,
suffered or omitted in accordance with any written  instructions or certificates
given to it  hereunder  and  believed by it to be signed by the proper  party or
parties.

                          (c) The  Escrow  Agent  shall  not be  liable  for any
action taken by it in good faith and believed by it to be  authorized  or within
the rights or powers  conferred  on it by this  Agreement.  The Escrow Agent may
consult  with  counsel  of its  choice,  and shall not be liable  for any action
taken, suffered or omitted by it in good faith in accordance with the opinion of
such counsel.

                          (d)  The  Escrow   Agent  shall  not  be  required  to
institute legal proceedings of any kind and shall not be required to initiate or
defend any legal proceedings that may be instituted  against it by third parties
with respect to the subject matter of this  Agreement.  If the Escrow Agent does
elect  to act it will do so only to the  extent  that it is  indemnified  to its
satisfaction against the cost and expense of such defense or initiation.

                          (e) The  duties  and  responsibilities  of the  Escrow
Agent are those  herein  specifically  provided  and no other.  The Escrow Agent
shall not have any  liability  under,  or duty to  inquire  into,  the terms and
provisions  of the Merger  Agreement or of any other  agreement  or  instrument,
other than this  Agreement.  Its duties are ministerial in nature and the Escrow
Agent shall not incur any  liability  whatsoever  other than for its own willful
misconduct or gross negligence.

                  5.      Indemnification.  Parent,  Parent  Subsidiary and  the
Representative on behalf of the Pledgees hereby, jointly and severally, agree to
indemnify,  defend and hold the Escrow Agent  harmless  from and against any and
all loss, damage,  tax, liability and expense that may be incurred by the Escrow
Agent  arising  out  of  or  in  connection  with  its  duties,  obligations  or
performance as escrow agent under this Agreement,  except as caused by its gross
negligence  or willful  misconduct,  including  the legal costs and  expenses of
defending itself against or
initiating any claim or liability in connection with its performance  hereunder.
The terms of this paragraph  shall survive the termination of (i) this Agreement
and, (ii) with respect to claims  arising in connection  with the Escrow Agent's
duties while acting as such, the resignation or removal of the Escrow Agent.

                  6. Expenses of Escrow Agent. The  Representative  on behalf of
the Pledgees, Parent and Parent Subsidiary,  jointly and severally, agree to pay
or reimburse  the Escrow Agent on request for all  expenses,  disbursements  and
advances,  including  reasonable  attorneys'  fees,  incurred  or  made by it in
connection with carrying out its duties hereunder.

                  7. Discharge and Resignation of Escrow Agent. The Escrow Agent
may resign and be discharged from its duties or obligations  hereunder by giving
the  Representative,  Parent and Parent Subsidiary at least 30 days prior notice
in writing of such  resignation,  but such  resignation  shall not be  effective
until a successor escrow agent shall have been appointed and shall have accepted
such appointment in writing.  As soon as practicable after its resignation,  the
Escrow  Agent  shall turn over to a  successor  escrow  agent  appointed  by the
Representative, Parent and Parent Subsidiary the Escrow Stock on presentation of
the document  appointing the successor  escrow agent and its acceptance  thereof
whereupon all of the Escrow Agent's duties and obligations hereunder shall cease
and terminate.  If no successor  escrow agent is so appointed  within the 30 day
period  following  such notice of  resignation,  the resigning  Escrow Agent may
petition any court of competent  jurisdiction for the appointment of a successor
escrow agent.

                  8. Notice.  All  notices  required  or  permitted  to be given
pursuant to this  Agreement  shall be given in writing,  shall be transmitted by
registered  or  certified  mail,  postage  prepaid,  and shall be  addressed  as
follows:

                  When Escrow Agent is the intended recipient:

                           Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE  19890
                           Attention:  Margaret Pulgini
                           Facsimile: (302) 427-4605

                  If to Parent or Parent Subsidiary:

                           Talk.com, Inc.
                           6805 Route 202
                           New Hope, PA  18938
                           Attention: Aloysius T. Lawn, IV, Esq.
                           Executive Vice President -
                               General Counsel and Secretary
                           Facsimile:  (215) 862-1960

                           With a copy to:
Kelley Drye & Warren LLP
                           1200 19th Street, N.W.
                           Suite 500
                           Washington, D.C.  20036
                           Attention:  Joseph B. Hoffman, Esq.
                           Facsimile:  (202) 955-9792

                  When  the  Pledgees  or the  Representative  are the  intended
recipients:

                           Kenneth G. Baritz
                           3427 NW 55th Street
                           Fort Lauderdale, FL
                           Facsimile: (954) 739-2476

                  A Party may designate a new address to which notices  required
or  permitted  to be  given  pursuant  to this  Agreement  shall  thereafter  be
transmitted by giving  written notice to that effect to the other Parties.  Each
notice  transmitted in the manner described in this Section 8 shall be deemed to
have been given,  received and become  effective for all purposes at the time it
shall have been delivered to the addressee as indicated by the return receipt.

                  9. Entire Agreement; Binding Effect; Assignment. The terms and
provisions  of  this  Agreement  together  with  the  Indemnification  Agreement
constitute the entire agreement  between the Parties with respect to the subject
matter hereof.  This  Agreement  shall be binding on and inure to the benefit of
the Parties and their respective  successors and assigns.  No Party shall assign
any of its  rights or  delegate  any of its  duties  under  this  Agreement  (by
operation of law or otherwise)  without the prior  written  consent of the other
Parties.  In the case of any inconsistency or conflict between the provisions of
this  Agreement and the  provisions of the Merger  Agreement,  the provisions of
this Agreement shall govern.

                  10.  Amendments.  The Escrow  Agent  shall not be bound by any
modification,  amendment, termination,  cancellation, rescission or supersession
of this  Agreement  unless the same shall be in writing and signed by all of the
other Parties and, if its rights,  duties,  immunities or  indemnities as Escrow
Agent are affected thereby, unless it shall have given its prior written consent
thereto.

                  11. Governing Law; Jurisdiction. Except as expressly set forth
below,  this Agreement shall be governed by and construed in accordance with the
domestic  laws of the State of Delaware  without  giving effect to any choice or
conflict of law provision or rule (whether of the State of Delaware or any other
jurisdiction)  that would cause the application of the laws of any  jurisdiction
other  than  the  State  of  Delaware.  Each  of  the  Parties  submits  to  the
jurisdiction  of any state or  federal  court  sitting  in the  Commonwealth  of
Virginia  in any  action  or  proceeding  arising  out of or  relating  to  this
Agreement and agrees that all claims in respect of the action or proceeding  may
be heard and  determined in any such court.  Each Party also agrees not to bring
any action or  proceeding  arising out of or relating to this  Agreement  in any
other court. Each of the parties hereto waives any defense of inconvenient forum
to the  maintenance  of any action or proceeding so brought and waives any bond,
surety or other  security that might be required of
any other Party with respect  thereto.  Each Party appoints C-T Corporation (the
"Process  Agent") as his or its agent to receive on his or its behalf service of
copies of the summons and  complaint  and any other process that might be served
in the action or  proceeding.  Any Party may make  service on any other Party by
sending or delivering a copy of the process (A) to the Party to be served at the
address and in the manner  provided for the giving of notices in Section 8 above
or (B) to the party to be served in care of the Process Agent at the address and
in the manner provided for the giving of notices in Section 8 above.  Nothing in
this  Section 11,  however,  shall  affect the right of any Party to serve legal
process in any other  manner  permitted  by law or at equity.  Each Party agrees
that a final judgment in any action or proceeding so brought shall be conclusive
and may be enforced by suit on the judgment or in any other  manner  provided by
law or at equity. EACH OF PARENT, PARENT SUBSIDIARY,  TARGET, REPRESENTATIVE (ON
BEHALF OF PLEDGEES) AND ESCROW AGENT HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST
EXTENT  PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

                  12.      Headings;   Counterparts.   The   headings   in  this
Agreement  have been inserted for  convenience of reference  only,  shall not be
considered a part of this Agreement and shall not limit, modify or affect in any
way the meaning or  interpretation  of this  Agreement.  This  Agreement  may be
signed in any number of counterparts.

                  13.    No  Modification  of  Merger  Agreement.   Except  as
expressly  provided  herein,  the  rights  and  obligations  of  Parent,  Parent
Subsidiary and Target in this Agreement shall in no way affect their  respective
rights and obligations under the Merger Agreement.
IN  WITNESS  WHEREOF,   the  Parties  have  duly  executed  this
Agreement effective the date first above written.

                               ACCESS ONE COMMUNICATIONS CORP.

                               By:    /s/ Elizabeth Stallings
                                      ------------------------------------------
                               Name:  Elizabeth Stallings
                               Title: President

                               ALADDIN ACQUISITION CORP.

                               By:    /s/ Aloysius T. Lawn IV
                                      ------------------------------------------
                               Name:  Aloysius T. Lawn IV
                               Title: Executive Vice President -
                                      General Counsel and Secretary

                               TALK.COM, INC.

                                By:   /s/ Aloysius T. Lawn IV
                                      ------------------------------------------
                                Name:  Aloysius T. Lawn IV
                                Title: Executive Vice President -
                                       General Counsel and Secretary

                                      /s/ Ken Baritz
                                      ------------------------------------------
                                      Kenneth G. Baritz (as Representative)

                                WILMINGTON TRUST COMPANY,
                                   as Escrow Agent

                                By:   /s/ D. P. Fontello
                                      ------------------------------------------
                                Name:  David P. Fontello
                                Title: Vice President