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 19, 1999

                                  TALK.COM INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)


        0-26728                                   23-2827736
        -------                                  -------------
Commission File Number                 (IRS Employer Identification No.)


12020 Sunrise Valley Drive, Reston VA                     22091
-------------------------------------                    -------
(Address of principal executive offices)                (Zip Code)

                                  703-391-7500
                         ------------------------------
                         Registrant's telephone number,
                               including area code


<PAGE>



Item 5.  Other Events.

             STOCKHOLDER  RIGHTS  PLAN.  On  August  19,  1999,   Talk.com  Inc.
announced that its Board of Directors had adopted a Stockholder  Rights Plan and
declared a dividend  of rights to  purchase  shares of  Talk.com  Inc.  Series A
Junior  Participating  Preferred  Stock,  par value $0.01 per share, to Talk.com
Inc. stockholders of record on August 30, 1999. This action is further described
in the press release included as Exhibit 99.1 to this report,  which description
is incorporated herein by reference.

             AOL INVESTMENT AGREEMENT.  Talk.com Inc. has received a letter from
America Online, Inc. ("AOL") indicating that it does not intend in the near term
to exercise  certain  rights under its  Investment  Agreement  with  Talk.com to
require Talk.com to reimburse AOL for shortfalls on sales of the Talk.com shares
that it acquired in January 1999. As previously reported, in connection with the
acquisition by AOL of 4,121,372 shares of Talk.com common stock, Talk.com agreed
in the Investment Agreement to reimburse AOL for certain losses AOL may incur on
the sale of any of these  shares  for less than $19 per share  during the period
from June 1, 1999 to September  30, 2000. To date,  AOL has not exercised  these
rights  to seek  shortfall  reimbursement  from  Talk.com  and,  in a letter  to
Talk.com  dated August 25,  1999,  AOL stated that it did not intend to exercise
these  reimbursement  rights  any  earlier  than  December  31,  1999.  Talk.com
understands that AOL has made no decision regarding the exercise of these rights
after December 31, 1999. A copy of the AOL letter is included as Exhibit 99.2 to
this report.


<PAGE>



Item 7.  Financial Statements and Exhibits.

    (c)  Exhibits

    99.1 Press release dated August 19, 1999.

    99.2 Letter dated August 26, 1999 from America Online, Inc. to Talk.com.

<PAGE>




                                    SIGNATURE

             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.



                                             TALK.COM INC.

Dated:  August 25, 1999             By:    /s/ Aloysius T. Lawn, IV
                                          --------------------------
                                          Name:  Aloysius T. Lawn, IV
                                          Title: Secretary and General Counsel
















<PAGE>



                                  EXHIBIT LIST

     99.1 Press release dated August 19, 1999.

     99.2 Letter dated August 25, 1999 from America Online, Inc. to Talk.com.
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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 19, 1999

                                  TALK.COM INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

        0-26728                                   23-2827736
        -------                                  -------------
Commission File Number                 (IRS Employer Identification No.)

12020 Sunrise Valley Drive, Reston VA                     22091
-------------------------------------                    -------
(Address of principal executive offices)                (Zip Code)

                                  703-391-7500
                         ------------------------------
                         Registrant's telephone number,
                               including area code
Item 5.  Other Events.

             STOCKHOLDER  RIGHTS  PLAN.  On  August  19,  1999,   Talk.com  Inc.
announced that its Board of Directors had adopted a Stockholder  Rights Plan and
declared a dividend  of rights to  purchase  shares of  Talk.com  Inc.  Series A
Junior  Participating  Preferred  Stock,  par value $0.01 per share, to Talk.com
Inc. stockholders of record on August 30, 1999. This action is further described
in the press release included as Exhibit 99.1 to this report,  which description
is incorporated herein by reference.

             AOL INVESTMENT AGREEMENT.  Talk.com Inc. has received a letter from
America Online, Inc. ("AOL") indicating that it does not intend in the near term
to exercise  certain  rights under its  Investment  Agreement  with  Talk.com to
require Talk.com to reimburse AOL for shortfalls on sales of the Talk.com shares
that it acquired in January 1999. As previously reported, in connection with the
acquisition by AOL of 4,121,372 shares of Talk.com common stock, Talk.com agreed
in the Investment Agreement to reimburse AOL for certain losses AOL may incur on
the sale of any of these  shares  for less than $19 per share  during the period
from June 1, 1999 to September  30, 2000. To date,  AOL has not exercised  these
rights  to seek  shortfall  reimbursement  from  Talk.com  and,  in a letter  to
Talk.com  dated August 25,  1999,  AOL stated that it did not intend to exercise
these  reimbursement  rights  any  earlier  than  December  31,  1999.  Talk.com
understands that AOL has made no decision regarding the exercise of these rights
after December 31, 1999. A copy of the AOL letter is included as Exhibit 99.2 to
this report.
Item 7.  Financial Statements and Exhibits.

    (c)  Exhibits

    99.1 Press release dated August 19, 1999.

    99.2 Letter dated August 26, 1999 from America Online, Inc. to Talk.com.
SIGNATURE

             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.

                                             TALK.COM INC.

Dated:  August 25, 1999             By:    /s/ Aloysius T. Lawn, IV
                                          --------------------------
                                          Name:  Aloysius T. Lawn, IV
                                          Title: Secretary and General Counsel
EXHIBIT LIST

     99.1 Press release dated August 19, 1999.

     99.2 Letter dated August 25, 1999 from America Online, Inc. to Talk.com.