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) October 26, 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.

              In connection  with the proposed  merger (the  "Merger") of Shared
Technologies  Fairchild  Inc.  ("STF") with and into a wholly  owned  subsidiary
("Merger Sub") of Registrant  pursuant to the terms of the Agreement and Plan of
Merger,  dated as of July 16, 1997, by and among STF, Registrant and Merger Sub,
Registrant entered into an agreement,  dated as of October 26, 1997 (the "Voting
Agreement"),  between  Registrant and Mentor Partners,  L.P., a stockholder (the
"Stockholder") of STF, under which the Stockholder  agreed to vote its shares of
STF in favor of the  Merger.  Registrant  had  previously  reported  that it had
entered into similar voting  agreements with certain other  stockholders of STF.
The  stockholders  under  such  other  voting  agreements,   together  with  the
Stockholder,  hold approximately 53% of the outstanding STF stock. A copy of the
Voting  Agreement  is  attached  as  an  Exhibit  to  this  Current  Report  and
incorporated herein by this reference. The foregoing summary is qualified in its
entirety by reference to such Exhibit.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

   (c)  Exhibits

   10.1      Voting  Agreement,  dated as of October  26,  1997,  by and between
             Mentor Partners, L.P. 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.
                                              (Registrant)



Date:  October 28, 1997                 By: /s/ Aloysius T. Lawn, IV
                                            ------------------------
                                                Aloysius T. Lawn, IV
                                                General Counsel
                                                  and Secretary




<PAGE>


                                  EXHIBIT INDEX

10.1 Voting  Agreement,  dated as of October 26,  1997,  by and  between  Mentor
     Partners, L.P. and Tel-Save Holdings, Inc.
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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": "97702393"}, "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) October 26, 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.

              In connection  with the proposed  merger (the  "Merger") of Shared
Technologies  Fairchild  Inc.  ("STF") with and into a wholly  owned  subsidiary
("Merger Sub") of Registrant  pursuant to the terms of the Agreement and Plan of
Merger,  dated as of July 16, 1997, by and among STF, Registrant and Merger Sub,
Registrant entered into an agreement,  dated as of October 26, 1997 (the "Voting
Agreement"),  between  Registrant and Mentor Partners,  L.P., a stockholder (the
"Stockholder") of STF, under which the Stockholder  agreed to vote its shares of
STF in favor of the  Merger.  Registrant  had  previously  reported  that it had
entered into similar voting  agreements with certain other  stockholders of STF.
The  stockholders  under  such  other  voting  agreements,   together  with  the
Stockholder,  hold approximately 53% of the outstanding STF stock. A copy of the
Voting  Agreement  is  attached  as  an  Exhibit  to  this  Current  Report  and
incorporated herein by this reference. The foregoing summary is qualified in its
entirety by reference to such Exhibit.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

   (c)  Exhibits

   10.1      Voting  Agreement,  dated as of October  26,  1997,  by and between
             Mentor Partners, L.P. 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.
                                              (Registrant)

Date:  October 28, 1997                 By: /s/ Aloysius T. Lawn, IV
                                            ------------------------
                                                Aloysius T. Lawn, IV
                                                General Counsel
                                                  and Secretary
EXHIBIT INDEX

10.1 Voting  Agreement,  dated as of October 26,  1997,  by and  between  Mentor
     Partners, L.P. and Tel-Save Holdings, Inc.