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)   February 25, 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.

         On February 25, 1997,  Registrant  announced  that it and its operating
subsidiary,  Tel-Save,  Inc.  ("TS"),  had  entered  into  a  Telecommunications
Marketing  Agreement  (the  "Agreement"),  dated  as of  February  22,  1997 and
effective as of February 25, 1997,  with America  Online,  Inc.  ("AOL"),  under
which TS will be the  exclusive  provider  of  long-distance  telecommunications
services to be marketed by AOL to all of the subscribers to AOL's online network
under a distinctive brand name to be used exclusively for these TS services. The
services will include provision for online sign-up,  call detail and reports and
credit card payment.  Under the Agreement,  AOL will provide millions of dollars
of online  advertising  and  promotion  of the  services  and provide all of its
subscribers  with access to a dedicated TS service area online.  AOL subscribers
who sign-up for the telecommunications  services will be customers of TS, as the
carrier providing such services.  TS also has certain rights under the Agreement
to offer, on a comparably exclusive basis, local and wireless telecommunications
services when available.

         It is anticipated  that the services will be tested in the early summer
and offered  generally to AOL subscribers in the fall of 1997. The Agreement has
an initial  term of three years and can be  extended  by AOL on an annual  basis
thereafter.

         Under the Agreement,  TS made an initial payment of $100,000,000 to AOL
at signing and agreed to provide marketing payments to AOL based on a percentage
of TS' profits from the services  (between 50% and 70%,  depending on the number
of subscribers to the services).  The Agreement provides that $43 million of the
initial payment will be offset and  recoverable by TS through  reduction of such
profit-based  marketing  payments  during the initial term of the  Agreement or,
subject to certain monthly reductions by offset of the amount thereof,  directly
by AOL upon  certain  earlier  terminations  of the  Agreement.  The $57 million
balance  of the  initial  payment  will be offset and is  recoverable  through a
percentage  of such  profit-based  marketing  payments made after the first five
years of the  Agreement  (when  extended  beyond the initial term) and by offset
against a  percentage  of AOL's share of the  profits  from the  services  after
termination or expiration of the  Agreement.  Any portion of the $43 million not
previously  recovered or reduced in amount would be added to the $57 million and
would be recoverable similarly.

         Also  under the  Agreement,  Registrant  issued to AOL at  signing  two
warrants to purchase shares of  Registrant's  common stock at a premium over the
market  value of such stock on the issuance  date.  One warrant is for 5 million
shares, at an exercise price of $15.50 per share,  one-half of which shares will
vest at the time the  service is first made  generally  available  to AOL online
network subscribers in accordance with the Agreement or the first anniversary of
the warrant issuance,  whichever is earlier,  and the balance of which will vest
on the first  anniversary of issuance if the Agreement has not  terminated.  The
other warrant is


<PAGE>


for up to 7 million shares, at an exercise price of $14.00 per share, which will
vest,  commencing  December 31, 1997,  based on the number of subscribers to the
services and would vest fully if there are at least 3.5 million such subscribers
at any one time. Registrant also agreed to issue to AOL an additional warrant to
purchase 1 million  shares of its common  stock,  at market value at the time of
issuance, upon each of the first two annual extensions by AOL of the term of the
Agreement,  which  warrants also will vest based on the number of subscribers to
the services.

         In connection  with the Agreement,  TS and AOL will jointly develop the
online  marketing  and  advertising  for the  services.  TS will provide  online
customer  service as well as inbound calling  customer service to the AOL member
base  in  connection  with  the  services.  While  TS  expects  to  utilize  its
Clearwater, Florida facility to provide customer service support to AOL members,
the Company may need to increase staffing and purchase equipment to support this
activity.  TS  anticipates  that it will incur  expenses  for the  start-up  and
development of the services contemplated in the Agreement during 1997, including
expenses for the expansion of the Clearwater operation, for software programming
and for  software and hardware  additions  to TS's  network,  OBN, to expand its
capacity  for the  traffic.  TS  believes  that  the  increased  revenues  to TS
resulting from the AOL Agreement and the services  offered pursuant thereto will
be limited in 1997, but could be  significant in 1998,  although there can be no
assurance  that  these  results  can  be  achieved  in  light  of  a  number  of
uncertainties,  including  the  following:  TS's  ability to timely  develop the
online ordering, call detail, billing and customer services for the AOL members,
which will  require,  among  other  things,  being able to  identify  and employ
sufficient personnel qualified to provide necessary programming;  TS's and AOL's
ability to work  effectively  together to jointly  develop the online  marketing
contemplated by the Agreement;  the response rate to online  promotions of AOL's
online  subscribers,  most of whom are  expected to be  residential  rather than
businesses,  which have  historically  been TS's customer base;  TS's ability to
expand  OBN to  accommodate  increased  traffic  levels;  and AOL's  ability  to
successfully  execute  its  publicly  stated  business  plan and  implement  its
announced network changes to improve member access to its online service.


<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:  March 6, 1997                  By:  Aloysius T. Lawn, IV
      -----------------                    --------------------------------
                                             General Counsel and Secretary
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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)   February 25, 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.

         On February 25, 1997,  Registrant  announced  that it and its operating
subsidiary,  Tel-Save,  Inc.  ("TS"),  had  entered  into  a  Telecommunications
Marketing  Agreement  (the  "Agreement"),  dated  as of  February  22,  1997 and
effective as of February 25, 1997,  with America  Online,  Inc.  ("AOL"),  under
which TS will be the  exclusive  provider  of  long-distance  telecommunications
services to be marketed by AOL to all of the subscribers to AOL's online network
under a distinctive brand name to be used exclusively for these TS services. The
services will include provision for online sign-up,  call detail and reports and
credit card payment.  Under the Agreement,  AOL will provide millions of dollars
of online  advertising  and  promotion  of the  services  and provide all of its
subscribers  with access to a dedicated TS service area online.  AOL subscribers
who sign-up for the telecommunications  services will be customers of TS, as the
carrier providing such services.  TS also has certain rights under the Agreement
to offer, on a comparably exclusive basis, local and wireless telecommunications
services when available.

         It is anticipated  that the services will be tested in the early summer
and offered  generally to AOL subscribers in the fall of 1997. The Agreement has
an initial  term of three years and can be  extended  by AOL on an annual  basis
thereafter.

         Under the Agreement,  TS made an initial payment of $100,000,000 to AOL
at signing and agreed to provide marketing payments to AOL based on a percentage
of TS' profits from the services  (between 50% and 70%,  depending on the number
of subscribers to the services).  The Agreement provides that $43 million of the
initial payment will be offset and  recoverable by TS through  reduction of such
profit-based  marketing  payments  during the initial term of the  Agreement or,
subject to certain monthly reductions by offset of the amount thereof,  directly
by AOL upon  certain  earlier  terminations  of the  Agreement.  The $57 million
balance  of the  initial  payment  will be offset and is  recoverable  through a
percentage  of such  profit-based  marketing  payments made after the first five
years of the  Agreement  (when  extended  beyond the initial term) and by offset
against a  percentage  of AOL's share of the  profits  from the  services  after
termination or expiration of the  Agreement.  Any portion of the $43 million not
previously  recovered or reduced in amount would be added to the $57 million and
would be recoverable similarly.

         Also  under the  Agreement,  Registrant  issued to AOL at  signing  two
warrants to purchase shares of  Registrant's  common stock at a premium over the
market  value of such stock on the issuance  date.  One warrant is for 5 million
shares, at an exercise price of $15.50 per share,  one-half of which shares will
vest at the time the  service is first made  generally  available  to AOL online
network subscribers in accordance with the Agreement or the first anniversary of
the warrant issuance,  whichever is earlier,  and the balance of which will vest
on the first  anniversary of issuance if the Agreement has not  terminated.  The
other warrant is
for up to 7 million shares, at an exercise price of $14.00 per share, which will
vest,  commencing  December 31, 1997,  based on the number of subscribers to the
services and would vest fully if there are at least 3.5 million such subscribers
at any one time. Registrant also agreed to issue to AOL an additional warrant to
purchase 1 million  shares of its common  stock,  at market value at the time of
issuance, upon each of the first two annual extensions by AOL of the term of the
Agreement,  which  warrants also will vest based on the number of subscribers to
the services.

         In connection  with the Agreement,  TS and AOL will jointly develop the
online  marketing  and  advertising  for the  services.  TS will provide  online
customer  service as well as inbound calling  customer service to the AOL member
base  in  connection  with  the  services.  While  TS  expects  to  utilize  its
Clearwater, Florida facility to provide customer service support to AOL members,
the Company may need to increase staffing and purchase equipment to support this
activity.  TS  anticipates  that it will incur  expenses  for the  start-up  and
development of the services contemplated in the Agreement during 1997, including
expenses for the expansion of the Clearwater operation, for software programming
and for  software and hardware  additions  to TS's  network,  OBN, to expand its
capacity  for the  traffic.  TS  believes  that  the  increased  revenues  to TS
resulting from the AOL Agreement and the services  offered pursuant thereto will
be limited in 1997, but could be  significant in 1998,  although there can be no
assurance  that  these  results  can  be  achieved  in  light  of  a  number  of
uncertainties,  including  the  following:  TS's  ability to timely  develop the
online ordering, call detail, billing and customer services for the AOL members,
which will  require,  among  other  things,  being able to  identify  and employ
sufficient personnel qualified to provide necessary programming;  TS's and AOL's
ability to work  effectively  together to jointly  develop the online  marketing
contemplated by the Agreement;  the response rate to online  promotions of AOL's
online  subscribers,  most of whom are  expected to be  residential  rather than
businesses,  which have  historically  been TS's customer base;  TS's ability to
expand  OBN to  accommodate  increased  traffic  levels;  and AOL's  ability  to
successfully  execute  its  publicly  stated  business  plan and  implement  its
announced network changes to improve member access to its online service.
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:  March 6, 1997                  By:  Aloysius T. Lawn, IV
      -----------------                    --------------------------------
                                             General Counsel and Secretary