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): August 25, 1997


                             Tel-Save Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Delaware                     0-26728              23-2827736
----------------------------       -------------       ----------------
(State or other jurisdiction       (Commission         (I.R.S. 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

     As of August 25, 1997, Tel-Save Holdings,  Inc. ("Tel-Save") entered into a
short term credit  facility  (the  "Credit  Agreement")  with  Salomon  Brothers
Holding Company Inc,  pursuant to which Tel-Save could borrow up to $150 million
to  finance  the  purchase  by  Tel-Save  of  the  outstanding   12-1/4%  Senior
Subordinated  Discount  Notes due 2006 (the "Shared Tech Notes") of a subsidiary
of Shared Technologies  Fairchild Inc. ("Shared Tech") and for general corporate
purposes.  The  facility  has a term of 364 days and is  secured  by a pledge of
substantially all of the assets of Tel-Save and its subsidiaries and by a pledge
of the Tel-Save  common stock of Mr.  Daniel  Borislow,  the Chairman and CEO of
Tel-Save. So long as the new facility is outstanding,  Tel-Save will not be able
to borrow under its existing $65 million bank credit facility.

     Tel-Save  had  previously   reported  its  merger  agreement  (the  "Merger
Agreement")  with Shared Tech, under which Tel-Save would acquire Shared Tech in
a  stock-for-stock  merger  (the "STF  Merger")  after  satisfaction  of certain
conditions,  including  approval by the Tel-Save and Shared Tech stockholders at
meetings to be held.

     As of August 27,  1997,  Tel-Save  had  purchased,  in  separate, privately
negotiated  transactions,  approximately  $150 million  principal  amount of the
approximately $164 million principal amount of the Shared Tech Notes outstanding
and had borrowed $130 million under the Credit Agreement.

     Filed herewith as Exhibits are the Credit  Agreement and related  documents
and the foregoing  description of the Credit Agreement and related  documents is
qualified in its entirety by reference thereto.

     Also  filed  herewith  as  Exhibit  99.1 are  certain  Unaudited  Pro Forma
Combined Condensed  Financial  Statements of Tel-Save,  which give effect to the
STF Merger of Tel-Save and Shared Tech using the pooling of interests  method of
accounting,  the  acquisition  of certain STF long-term debt and the issuance by
Tel-Save (in a private  placement not  registered  under the  Securities  Act of
1933) of certain  long-term  debt to finance such  acquisition  of STF long-term
debt and to finance certain STF credit facility obligations upon consummation of
the  STF  Merger.  The  availability  of the  pooling  of  interests  method  of
accounting  is one of  the  conditions  to the  obligations  of the  parties  to
consummate the STF Merger. Should the pooling of interests accounting method not
be


                                      - 2 -

<PAGE>


available for Tel-Save to account for the STF Merger,  there can be no assurance
that the STF Merger would be consummated.  As disclosed  therein,  the Unaudited
Pro Forma Combined  Condensed  Financial  Statements  filed  herewith  reflect a
number of assumptions, including, among other things, that the STF Merger, which
is subject to a number of conditions,  is  consummated.  THE UNAUDITED PRO FORMA
COMBINED  CONDENSED  FINANCIAL  STATEMENTS  ARE  PRESENTED FOR  INFORMATION  AND
ILLUSTRATIVE PURPOSES ONLY AND REFLECT A NUMBER OF SIGNIFICANT ASSUMPTIONS AS TO
FUTURE EVENTS,  INCLUDING THE CONSUMMATION OF THE STF MERGER AND THE ISSUANCE OF
CERTAIN DEBT  SECURITIES BY TEL-SAVE,  WHICH MAY NOT OCCUR OR OCCUR ON THE TERMS
OR AT THE  TIMES  ASSUMED.  THEY  SHOULD  NOT BE  CONSIDERED  INDICATIVE  OF THE
OPERATING  RESULTS OR FINANCIAL  POSITION  THAT WOULD HAVE  OCCURRED HAD THE STF
MERGER, THE OTHER ACQUISITIONS SHOWN THEREIN AND THE ACQUISITION AND REFINANCING
OF THE SHARED TECH NOTES BEEN  CONSUMMATED AT THE DATES INDICATED NOR INDICATIVE
OF FUTURE OPERATING RESULTS OR FINANCIAL POSITION OF THE MERGED COMPANIES SHOULD
THE STF MERGER BE CONSUMMATED.

     At the 1997 Tel-Save  stockholders  meeting,  anticipated to be held in the
fourth  quarter,  the grant to an  executive  officer  of an option to  purchase
800,000  shares of  Tel-Save  common  stock will be  submitted  for  stockholder
approval.  If this option is so approved, it will result in compensation expense
equal to the difference  between the exercise price  ($11.125) of the option and
the market value of Tel-Save common stock on the date of such approval.

   
     Also filed herewith as Exhibit 99.2 and incorporated herein by reference is
a review  of  certain  risk  factors  concerning  Tel-Save  that is an update of
certain  previously  filed  disclosure and of sections of certain other Tel-Save
filings captioned "Risk Factors."
    

     In connection  with the proposed STF Merger,  Shared Tech reported that, on
July 31, 1997, it was served with a purported stockholder class action complaint
in an action commenced in the Delaware  Chancery Court in New Castle County (the
"Complaint"). Shared Tech and its directors are named as defendants. Among other
things, the Complaint seeks injunctive relief with respect to the STF Merger.

Item 7.  Financial Statements and Exhibits

         (c)    Exhibits:

10.1     Credit Agreement, dated as of August 25, 1997, among Tel-Save Holdings,
         Inc. ("TS"),  the Lenders and Salomon  Brothers  Holding Company,  Inc.
         ("SBHC"),  as  administrative  agent,  collateral agent and syndication
         agent


                                      - 3 -

<PAGE>


10.2     Guarantee  Agreement,  dated as of  August  25,  1997,  among the named
         Guarantors and SBHC, as collateral agent

10.3     Indemnity,  Subrogation and Contribution Agreement,  dated as of August
         25, 1997, among TS, the listed Guarantors and SBHC, as collateral agent

10.4     Pledge Agreement,  dated as of August 25, 1997, between TS and SBHC, as
         collateral agent

10.5     Pledge Agreement,  dated as of August 25, 1997, between Daniel Borislow
         and SBHC, as collateral agent.

10.6     Security  Agreement,  dated as of  August  25,  1997,  among  TS,  TS's
         Subsidiaries and SBHC, as collateral agent

99.1     Unaudited Pro Forma Combined Condensed Financial Statements

99.2     Risk Factors

                                      - 4 -

<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, thereunto duly authorized.


                                              TEL-SAVE HOLDINGS, INC.



Date:  September 2, 1997                      By: /s/ Aloysius T. Lawn, IV
                                                  ------------------------
                                                  Aloysius T. Lawn, IV
                                                  General Counsel and
                                                    Secretary



                                      - 5 -
<PAGE>


                                 EXHIBIT INDEX

10.1     Credit Agreement, dated as of August 25, 1997, among Tel-Save Holdings,
         Inc. ("TS"),  the Lenders and Salomon  Brothers  Holding Company,  Inc.
         ("SBHC"),  as  administrative  agent,  collateral agent and syndication
         agent

10.2     Guarantee  Agreement,  dated as of  August  25,  1997,  among the named
         Guarantors and SBHC, as collateral agent

10.3     Indemnity,  Subrogation and Contribution Agreement,  dated as of August
         25, 1997, among TS, the listed Guarantors and SBHC, as collateral agent

10.4     Pledge Agreement,  dated as of August 25, 1997, between TS and SBHC, as
         collateral agent

10.5     Pledge Agreement,  dated as of August 25, 1997, between Daniel Borislow
         and SBHC, as collateral agent.

10.6     Security  Agreement,  dated as of  August  25,  1997,  among  TS,  TS's
         Subsidiaries and SBHC, as collateral agent

99.1     Unaudited Pro Forma Combined Condensed Financial Statements

99.2     Risk Factors
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 9335}]
{"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": "97673858"}, "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, 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): August 25, 1997

                             Tel-Save Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                     0-26728              23-2827736
----------------------------       -------------       ----------------
(State or other jurisdiction       (Commission         (I.R.S. 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

     As of August 25, 1997, Tel-Save Holdings,  Inc. ("Tel-Save") entered into a
short term credit  facility  (the  "Credit  Agreement")  with  Salomon  Brothers
Holding Company Inc,  pursuant to which Tel-Save could borrow up to $150 million
to  finance  the  purchase  by  Tel-Save  of  the  outstanding   12-1/4%  Senior
Subordinated  Discount  Notes due 2006 (the "Shared Tech Notes") of a subsidiary
of Shared Technologies  Fairchild Inc. ("Shared Tech") and for general corporate
purposes.  The  facility  has a term of 364 days and is  secured  by a pledge of
substantially all of the assets of Tel-Save and its subsidiaries and by a pledge
of the Tel-Save  common stock of Mr.  Daniel  Borislow,  the Chairman and CEO of
Tel-Save. So long as the new facility is outstanding,  Tel-Save will not be able
to borrow under its existing $65 million bank credit facility.

     Tel-Save  had  previously   reported  its  merger  agreement  (the  "Merger
Agreement")  with Shared Tech, under which Tel-Save would acquire Shared Tech in
a  stock-for-stock  merger  (the "STF  Merger")  after  satisfaction  of certain
conditions,  including  approval by the Tel-Save and Shared Tech stockholders at
meetings to be held.

     As of August 27,  1997,  Tel-Save  had  purchased,  in  separate, privately
negotiated  transactions,  approximately  $150 million  principal  amount of the
approximately $164 million principal amount of the Shared Tech Notes outstanding
and had borrowed $130 million under the Credit Agreement.

     Filed herewith as Exhibits are the Credit  Agreement and related  documents
and the foregoing  description of the Credit Agreement and related  documents is
qualified in its entirety by reference thereto.

     Also  filed  herewith  as  Exhibit  99.1 are  certain  Unaudited  Pro Forma
Combined Condensed  Financial  Statements of Tel-Save,  which give effect to the
STF Merger of Tel-Save and Shared Tech using the pooling of interests  method of
accounting,  the  acquisition  of certain STF long-term debt and the issuance by
Tel-Save (in a private  placement not  registered  under the  Securities  Act of
1933) of certain  long-term  debt to finance such  acquisition  of STF long-term
debt and to finance certain STF credit facility obligations upon consummation of
the  STF  Merger.  The  availability  of the  pooling  of  interests  method  of
accounting  is one of  the  conditions  to the  obligations  of the  parties  to
consummate the STF Merger. Should the pooling of interests accounting method not
be

                                      - 2 -
available for Tel-Save to account for the STF Merger,  there can be no assurance
that the STF Merger would be consummated.  As disclosed  therein,  the Unaudited
Pro Forma Combined  Condensed  Financial  Statements  filed  herewith  reflect a
number of assumptions, including, among other things, that the STF Merger, which
is subject to a number of conditions,  is  consummated.  THE UNAUDITED PRO FORMA
COMBINED  CONDENSED  FINANCIAL  STATEMENTS  ARE  PRESENTED FOR  INFORMATION  AND
ILLUSTRATIVE PURPOSES ONLY AND REFLECT A NUMBER OF SIGNIFICANT ASSUMPTIONS AS TO
FUTURE EVENTS,  INCLUDING THE CONSUMMATION OF THE STF MERGER AND THE ISSUANCE OF
CERTAIN DEBT  SECURITIES BY TEL-SAVE,  WHICH MAY NOT OCCUR OR OCCUR ON THE TERMS
OR AT THE  TIMES  ASSUMED.  THEY  SHOULD  NOT BE  CONSIDERED  INDICATIVE  OF THE
OPERATING  RESULTS OR FINANCIAL  POSITION  THAT WOULD HAVE  OCCURRED HAD THE STF
MERGER, THE OTHER ACQUISITIONS SHOWN THEREIN AND THE ACQUISITION AND REFINANCING
OF THE SHARED TECH NOTES BEEN  CONSUMMATED AT THE DATES INDICATED NOR INDICATIVE
OF FUTURE OPERATING RESULTS OR FINANCIAL POSITION OF THE MERGED COMPANIES SHOULD
THE STF MERGER BE CONSUMMATED.

     At the 1997 Tel-Save  stockholders  meeting,  anticipated to be held in the
fourth  quarter,  the grant to an  executive  officer  of an option to  purchase
800,000  shares of  Tel-Save  common  stock will be  submitted  for  stockholder
approval.  If this option is so approved, it will result in compensation expense
equal to the difference  between the exercise price  ($11.125) of the option and
the market value of Tel-Save common stock on the date of such approval.

   
     Also filed herewith as Exhibit 99.2 and incorporated herein by reference is
a review  of  certain  risk  factors  concerning  Tel-Save  that is an update of
certain  previously  filed  disclosure and of sections of certain other Tel-Save
filings captioned "Risk Factors."
    

     In connection  with the proposed STF Merger,  Shared Tech reported that, on
July 31, 1997, it was served with a purported stockholder class action complaint
in an action commenced in the Delaware  Chancery Court in New Castle County (the
"Complaint"). Shared Tech and its directors are named as defendants. Among other
things, the Complaint seeks injunctive relief with respect to the STF Merger.

Item 7.  Financial Statements and Exhibits

         (c)    Exhibits:

10.1     Credit Agreement, dated as of August 25, 1997, among Tel-Save Holdings,
         Inc. ("TS"),  the Lenders and Salomon  Brothers  Holding Company,  Inc.
         ("SBHC"),  as  administrative  agent,  collateral agent and syndication
         agent

                                      - 3 -
10.2     Guarantee  Agreement,  dated as of  August  25,  1997,  among the named
         Guarantors and SBHC, as collateral agent

10.3     Indemnity,  Subrogation and Contribution Agreement,  dated as of August
         25, 1997, among TS, the listed Guarantors and SBHC, as collateral agent

10.4     Pledge Agreement,  dated as of August 25, 1997, between TS and SBHC, as
         collateral agent

10.5     Pledge Agreement,  dated as of August 25, 1997, between Daniel Borislow
         and SBHC, as collateral agent.

10.6     Security  Agreement,  dated as of  August  25,  1997,  among  TS,  TS's
         Subsidiaries and SBHC, as collateral agent

99.1     Unaudited Pro Forma Combined Condensed Financial Statements

99.2     Risk Factors

                                      - 4 -
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, thereunto duly authorized.

                                              TEL-SAVE HOLDINGS, INC.

Date:  September 2, 1997                      By: /s/ Aloysius T. Lawn, IV
                                                  ------------------------
                                                  Aloysius T. Lawn, IV
                                                  General Counsel and
                                                    Secretary

                                      - 5 -
EXHIBIT INDEX

10.1     Credit Agreement, dated as of August 25, 1997, among Tel-Save Holdings,
         Inc. ("TS"),  the Lenders and Salomon  Brothers  Holding Company,  Inc.
         ("SBHC"),  as  administrative  agent,  collateral agent and syndication
         agent

10.2     Guarantee  Agreement,  dated as of  August  25,  1997,  among the named
         Guarantors and SBHC, as collateral agent

10.3     Indemnity,  Subrogation and Contribution Agreement,  dated as of August
         25, 1997, among TS, the listed Guarantors and SBHC, as collateral agent

10.4     Pledge Agreement,  dated as of August 25, 1997, between TS and SBHC, as
         collateral agent

10.5     Pledge Agreement,  dated as of August 25, 1997, between Daniel Borislow
         and SBHC, as collateral agent.

10.6     Security  Agreement,  dated as of  August  25,  1997,  among  TS,  TS's
         Subsidiaries and SBHC, as collateral agent

99.1     Unaudited Pro Forma Combined Condensed Financial Statements

99.2     Risk Factors