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) December 5, 1997
        -----------------------------------------------------------------

                             TEL-SAVE HOLDINGS, INC.
                             -----------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)




           Delaware                  0-26728              23-2827736
           ---------------------------------------------------------
        STATE OR OTHER             COMMISSION            IRS EMPLOYER
       JURISDICTION OF                FILE              IDENTIFICATION
         INCORPORATION               NUMBER                 NUMBER




                  6805 Route 202, New Hope, PA             18938
                  ----------------------------------------------
               (ADDRESS OF PRINCIPLE EXECUTIVE OFFICES)   (ZIP CODE)



        Registrant's telephone number, including area code: 215-862-1500
        ----------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>


                              ITEM 5. OTHER EVENTS.

Registrant, Tel-Save Holdings, Inc. ("Tel-Save"),  announced on December 5, 1997
a private  placement,  not registered under the Securities Act of 1933, of up to
$240 million of 5% Convertible Subordinated Notes maturing December 15, 2004.

A copy of Tel-Save's  press release dated December 5, 1997 is attached hereto as
an Exhibit and incorporated  herein by reference.  The foregoing  summary of the
announcement is qualified in its entirety by reference to such press release.



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

     (c)  Exhibits

     99.1 Press Release of Registrant,  dated  December 5, 1997,  announcing the
          private placement of Tel-Save's 5% Convertible  Subordinated Notes Due
          2004.


<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:   December 8, 1997             By:  Aloysius T. Lawn, IV
        ----------------                  --------------------
                                              General Counsel and Secretary


<PAGE>


                                  EXHIBIT INDEX


99.1 Press Release of Registrant, dated December 5, 1997, announcing the private
     placement of its 5% Convertible Subordinated Notes Due 2004
[{"type": "8-K", "sequence": "1", "description": "FROM 8-K", "secsgml_size_bytes": 3033}]
{"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": "97734302"}, "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) December 5, 1997
        -----------------------------------------------------------------

                             TEL-SAVE HOLDINGS, INC.
                             -----------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

           Delaware                  0-26728              23-2827736
           ---------------------------------------------------------
        STATE OR OTHER             COMMISSION            IRS EMPLOYER
       JURISDICTION OF                FILE              IDENTIFICATION
         INCORPORATION               NUMBER                 NUMBER

                  6805 Route 202, New Hope, PA             18938
                  ----------------------------------------------
               (ADDRESS OF PRINCIPLE EXECUTIVE OFFICES)   (ZIP CODE)

        Registrant's telephone number, including area code: 215-862-1500
        ----------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.

Registrant, Tel-Save Holdings, Inc. ("Tel-Save"),  announced on December 5, 1997
a private  placement,  not registered under the Securities Act of 1933, of up to
$240 million of 5% Convertible Subordinated Notes maturing December 15, 2004.

A copy of Tel-Save's  press release dated December 5, 1997 is attached hereto as
an Exhibit and incorporated  herein by reference.  The foregoing  summary of the
announcement is qualified in its entirety by reference to such press release.

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

     (c)  Exhibits

     99.1 Press Release of Registrant,  dated  December 5, 1997,  announcing the
          private placement of Tel-Save's 5% Convertible  Subordinated Notes Due
          2004.
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:   December 8, 1997             By:  Aloysius T. Lawn, IV
        ----------------                  --------------------
                                              General Counsel and Secretary
EXHIBIT INDEX

99.1 Press Release of Registrant, dated December 5, 1997, announcing the private
     placement of its 5% Convertible Subordinated Notes Due 2004