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 29, 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.

     Registrant, Tel-Save Holdings, Inc. ("Tel-Save"), announced, on October 29,
1997, that it had, on October 29, 1997, in a letter to the Chairman of the Board
of ACC Corp.  ("ACC"),  proposed for  consideration by ACC a merger  transaction
between  Tel- Save and ACC, in which ACC would be acquired by Tel-Save and ACC's
stockholders  would  receive  Tel-Save  Common  Stock in exchange  for their ACC
common stock. As proposed in the letter, Tel-Save would exchange $50 in Tel-Save
Common Stock for each share of ACC common stock unless ACC had  consummated  (or
was committed to consummate)  ACC's  previously  announced  merger with US WATS,
Inc.  ("US  WATS"),  in which case the  exchange  rate would be $40 in  Tel-Save
Common Stock for each such ACC share. ACC is an international telecommunications
holding company whose common stock is traded on the NASDAQ National Market under
the symbol "ACCC". As of August 1, 1997, there were  approximately  16.8 million
shares of ACC common stock reported to be outstanding.

     Tel-Save subsequently  announced, on October 31, 1997, that it was advising
ACC that, in connection with its October 29, 1997 letter proposal,  Tel-Save was
prepared  to offer  $50 in Tel- Save  common  stock for each ACC share of common
stock, without regard to ACC's consummation of ACC's previously announced merger
with US WATS.  Tel-Save also  announced  that it had acquired,  or contracted to
acquire,  over 10% of the  outstanding  stock of US  WATS.  These  acquisitions,
involving  approximately  2,400,000  shares  of US  WATS  common  stock  for  an
aggregate purchase price of approximately  $5,660,000,  were effected on October
31 and November 3, 1997.

     As indicated in the press releases  including the foregoing  announcements,
any such transaction  between Tel-Save and ACC is necessarily at the preliminary
stage and is subject, among other things, to the satisfactory  completion of due
diligence  reviews,  the  negotiation  of  a  mutually  satisfactory  agreement,
approval  thereof  by  the  companies'  respective  boards  of  directors,   the
transaction  being  accounted  for as a  pooling-of-interests  transaction,  any
necessary regulatory approvals and any necessary stockholder approvals. Tel-Save
is unable to predict whether the ACC board of directors will favorably  consider
the proposal or whether a mutually  acceptable  agreement  can be reached or the
terms of any such agreement, should it be reached and approved.

     A copy of each of  Tel-Save's  press  releases,  dated October 29, 1997 and
October 31, 1997, is attached  hereto as an Exhibit and  incorporated  herein by
reference.  The  foregoing  summary of the  announcements  is  qualified  in its
entirety by reference to such press releases.

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

   (c)  Exhibits


   99.1                Press  Release of  Registrant,  dated  October 29,  1997,
                       regarding proposal to ACC Corp.
   99.2                Press  Release of  Registrant,  dated  October 31,  1997,
                       regarding proposal to ACC Corp.



<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:  November 5, 1997                        By:  Aloysius T. Lawn, IV
     --------------------                         ----------------------
                                                   General Counsel and Secretary



<PAGE>




                                  EXHIBIT INDEX

   99.1                Press  Release of  Registrant,  dated  October 29,  1997,
                       regarding proposal to ACC Corp.

   99.2                Press  Release of  Registrant,  dated  October 31,  1997,
                       regarding proposal to ACC Corp.
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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": "97708923"}, "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 29, 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.

     Registrant, Tel-Save Holdings, Inc. ("Tel-Save"), announced, on October 29,
1997, that it had, on October 29, 1997, in a letter to the Chairman of the Board
of ACC Corp.  ("ACC"),  proposed for  consideration by ACC a merger  transaction
between  Tel- Save and ACC, in which ACC would be acquired by Tel-Save and ACC's
stockholders  would  receive  Tel-Save  Common  Stock in exchange  for their ACC
common stock. As proposed in the letter, Tel-Save would exchange $50 in Tel-Save
Common Stock for each share of ACC common stock unless ACC had  consummated  (or
was committed to consummate)  ACC's  previously  announced  merger with US WATS,
Inc.  ("US  WATS"),  in which case the  exchange  rate would be $40 in  Tel-Save
Common Stock for each such ACC share. ACC is an international telecommunications
holding company whose common stock is traded on the NASDAQ National Market under
the symbol "ACCC". As of August 1, 1997, there were  approximately  16.8 million
shares of ACC common stock reported to be outstanding.

     Tel-Save subsequently  announced, on October 31, 1997, that it was advising
ACC that, in connection with its October 29, 1997 letter proposal,  Tel-Save was
prepared  to offer  $50 in Tel- Save  common  stock for each ACC share of common
stock, without regard to ACC's consummation of ACC's previously announced merger
with US WATS.  Tel-Save also  announced  that it had acquired,  or contracted to
acquire,  over 10% of the  outstanding  stock of US  WATS.  These  acquisitions,
involving  approximately  2,400,000  shares  of US  WATS  common  stock  for  an
aggregate purchase price of approximately  $5,660,000,  were effected on October
31 and November 3, 1997.

     As indicated in the press releases  including the foregoing  announcements,
any such transaction  between Tel-Save and ACC is necessarily at the preliminary
stage and is subject, among other things, to the satisfactory  completion of due
diligence  reviews,  the  negotiation  of  a  mutually  satisfactory  agreement,
approval  thereof  by  the  companies'  respective  boards  of  directors,   the
transaction  being  accounted  for as a  pooling-of-interests  transaction,  any
necessary regulatory approvals and any necessary stockholder approvals. Tel-Save
is unable to predict whether the ACC board of directors will favorably  consider
the proposal or whether a mutually  acceptable  agreement  can be reached or the
terms of any such agreement, should it be reached and approved.

     A copy of each of  Tel-Save's  press  releases,  dated October 29, 1997 and
October 31, 1997, is attached  hereto as an Exhibit and  incorporated  herein by
reference.  The  foregoing  summary of the  announcements  is  qualified  in its
entirety by reference to such press releases.

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

   (c)  Exhibits

   99.1                Press  Release of  Registrant,  dated  October 29,  1997,
                       regarding proposal to ACC Corp.
   99.2                Press  Release of  Registrant,  dated  October 31,  1997,
                       regarding proposal to ACC Corp.
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:  November 5, 1997                        By:  Aloysius T. Lawn, IV
     --------------------                         ----------------------
                                                   General Counsel and Secretary
EXHIBIT INDEX

   99.1                Press  Release of  Registrant,  dated  October 29,  1997,
                       regarding proposal to ACC Corp.

   99.2                Press  Release of  Registrant,  dated  October 31,  1997,
                       regarding proposal to ACC Corp.