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

                                 January 5, 1999
                                 ---------------
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                               Tel-Save.com, 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)

                                  215-862-1500
                                  ------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


<PAGE>



ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

     For a discussion  of  transactions  involving the  disposition  and sale of
certain assets of Tel-Save.com,  Inc. and its subsidiaries (the "Company"),  see
Item 5 below.

ITEM 5. OTHER EVENTS

     On January 5, 1999, Mr. Daniel  Borislow,  a founder of the Company and its
Chairman of the Board and Chief  Executive  Officer,  resigned as a director and
officer of the Company, and, upon such resignation,  Mr. Gabriel Battista became
a director and the Chairman of the Board,  Chief Executive Officer and President
of the Company.  Mr. Battista's  employment agreement with the Company provides,
among other things, for his employment for three years and his right to nominate
a majority of the Board of Directors  of the Company at the next annual  meeting
of shareholders. Copies of Mr. Battista's employment,  indemnification and stock
option  agreements  are  attached as Exhibits  10.1--10.4  to this Form 8-K. The
above  summary of the terms of Mr.  Battista's  employment  is  qualified in its
entirety by reference to such agreements.

     On or about the same time as Mr. Borislow's departure,  the Company entered
into various  agreements and engaged in various  transactions  with Mr. Borislow
and certain entities in which he or his family has an interest:

     o    The  Company  paid  $1,000,000  to  Mr.  Borislow,   assigned  certain
automobiles to him, and continued certain of his health and medical benefits and
director and officer  insurance.  The Company  also agreed that,  so long as Mr.
Borislow owns  beneficially  at least two percent (2%) of the Common Stock (on a
fully diluted  basis),  Mr. Borislow would be entitled to:  registration  rights
with  respect to his shares of Common Stock and the right to require the Company
to use a portion of  proceeds  from any  securities  offering  by the Company to
repurchase  Mr.  Borislow's  securities of the Company.  The Company also agreed
that, so long as Mr. Borislow had such beneficial  ownership,  the Company would
not,  without the prior written  consent of Mr.  Borislow and subject to certain
exceptions: (a) engage in certain significant corporate transactions,  including
the  sale  or  encumbrance  of  substantially  all of its  assets,  mergers  and
consolidations  and certain  material  acquisitions,  or, (b) for a period of 18
months from the agreement date, offer or sell any of its Common Stock unless and
until Mr. Borislow has sold or otherwise disposed of all of the shares of Common
Stock held by him on the agreement  date. In turn, Mr.  Borislow  terminated his
employment  with the Company  and agreed not to compete  with the Company for at
least one year.  Mr.  Borislow also agreed to guarantee up to $20,000,000 of the
Company's  obligations  in  connection  with the America  Online,  Inc.  ("AOL")
investment noted below.

     o    On January 5, 1999,  the  Company,  in exchange for a total of 783,706
shares of Company common stock,  (i) sold to Jimlew Capital,  L.L.C.,  a company
owned by Mr. Borislow, (a) all of the capital stock of Emergency  Transportation
Corporation  (a wholly owned  subsidiary  of the Company,  the primary  asset of
which is an interest in a jet airplane),  valued at approximately  $8.7 million,
and (b) all of the real property constituting the Company's  headquarters in New
Hope, Pennsylvania,  valued at approximately $2.0 million, and (ii) released Mr.
Borislow from an obligation  for  approximately  $4.7 million  borrowed from the
Company.  Mr.  Borislow  agreed  to  lease  to  the  Company  a  portion  of the
headquarters  property at a base monthly rent of $12,500.  The



                                       1
<PAGE>


subsidiary  stock and the real  property  were valued based on the book value of
these assets, which the management of the Company believes approximated the fair
market value of these assets on the date of exchange.  The Company  common stock
exchanged  for the  assets  was  valued at its  market  value on the date of the
exchanges.  The Company had previously  determined that it would be desirable to
dispose of these assets and  accordingly  believes  that the  ownership of these
assets is not required for the continued operation of the Company's business.

     o    On January 5, 1999,  pursuant to an agreement effective as of December
31,  1998,  the Company  assigned  to a trust for the benefit of Mr.  Borislow's
children the Company's interest in $53,700,000  principal amount of subordinated
notes   of   Communication   TeleSystems   International   d.b.a.   WorldxChange
Communications,  in exchange for $62,545,000  aggregate  principal amount of the
Company's  4 1/2%  convertible  subordinated  notes due 2002 and 5%  convertible
subordinated notes due 2004 owned by the trust. Under the terms of the exchange,
the Company is entitled to receive from the trust 32% of all  interest  payments
under the WorldxChange Notes and has provided the trust with a limited guarantee
of collection  under the  WorldxChange  Notes.  The exchange rate was determined
based on the Company's  assessment of the fair values of the WorldxChange  Notes
(including the Company's  limited  guarantee and reflecting the interest  right)
and of the Company's subordinated notes given in exchange,  which assessment was
supported  by the opinion of an  independent  investment  banking firm as to the
fairness to the Company of the consideration received.

     o    As part of its efforts to reduce its outstanding  debt through induced
conversions of its outstanding convertible subordinated notes into shares of its
Common Stock and repurchases of such notes, on January 5, 1999, the Company,  in
an open market transaction effected through an investment bank, purchased from a
trust for the benefit of Mr. Borislow's children $65,080,000 aggregate principal
amount of the Company's 4 1/2%  convertible  subordinated  notes due 2002 and 5%
convertible  subordinated  notes due 2004 owned by the trust for  $56,246,265 in
cash. With this most recent  acquisition,  the Company had reduced the principal
amount  outstanding  of  its  subordinated  convertible  notes  to  $114,582,000
($71,712,000 of 4-1/2% notes;  $42,870,000 of 5% notes), of which  approximately
$64,000,000 continues to be held by one of such trusts.

     The agreements  described above are attached as Exhibits 10.5-10.10 to this
Form  8-K.  The above  summaries  of the  transactions  are  qualified  in their
entirety by reference to such agreements.

     Prior  to  Mr.  Borislow's  resignation,  the  Company  also  entered  into
significant new agreements with AT&T Corp. ("AT&T") and with AOL.

     As previously announced, the Company entered into new agreements with AT&T,
effective as of December 29 and 31, 1998.  The new  agreements  give the Company
the right to acquire high speed DS-3 capacity for the Company's OBN Network from
AT&T through an "indefeasible right to use" arrangement.  These arrangements are
similar to an ownership  interest in the broadband  fiber  capacity and give the
Company the right to use the capacity at effective rates significantly less than
the Company would pay by buying  services  from AT&T.  The Company's use of this
capacity is expected to reduce  significantly  its costs of  providing  services
over its OBN Network. The Company will make in the first quarter 1999 a one-time
payment of approximately  $13.2 million for these rights.  At the same time, the
Company also entered into an amendment to its Master Carrier



                                       2
<PAGE>



Agreement  with AT&T that  improves the pricing  structure for services that the
Company buys from AT&T and sets different expiration dates for certain services.
Redacted  copies of the  Company's  new  agreements  with AT&T are  attached  as
Exhibits  10.11--10.13 to this Form 8-K. The above summary of terms is qualified
in its entirety by reference to such agreements.

     As announced on January 5, 1999, the Company amended its Telecommunications
Marketing  Agreement with AOL, and AOL made a further  equity  investment in the
Company.  The  amendment of the  agreement  with AOL,  which was effective as of
October 1, 1998,  extends  the term of the  arrangement  until 2003  (subject to
AOL's right on or after June 30,  2000 to market  non-exclusively  the  services
previously marketed  exclusively for the Company in exchange for the elimination
of the fixed  quarterly  payments  that are  otherwise  payable by the Company),
enhances  for the  Company  the fee  structure  to provide  for fixed  quarterly
payments during the term rather than indefinite profit-sharing,  changes certain
terms  of  the  Company's  rights  to  be  the  exclusive  provider  of  various
telecommunications  services to AOL  subscribers,  alters  certain  terms of the
online and  offline  marketing  arrangements  between  the  Company  and AOL and
provides for the  implementation of the offering of wireless  telecommunications
services  to the  AOL  subscribers.  In  connection  with  the  amendments,  AOL
purchased  a total of  4,121,372  shares  of  common  stock of the  Company  for
$55,000,000 in cash and the surrender of rights to purchase  5,076,016 shares of
common stock of the Company pursuant to various warrants held by AOL. AOL agreed
to end further  vesting under the outstanding  performance  warrant and retained
warrants exercisable for 2,721,984 shares of Company common stock. In connection
with these exchanges and purchases,  the Company agreed to reimburse AOL, during
the period  commencing  on June 1, 1999 and ending on September  30,  2000,  for
realized losses up to a specified  amount  resulting from a decline in the value
of the Company's common stock from AOL's purchase price. AOL also has the right,
upon the  occurrence of certain  events (which include the breach by the Company
of certain  material  agreements),  to put back to the Company all of the shares
(at AOL's purchase price) and warrants (at AOL's booked amount therefor) held by
AOL.  Tel-Save.com,  Inc. agreed to secure its obligations  under the investment
agreement with a pledge of all of its assets. Tel-Save.com,  Inc. also agreed to
limitations on the incurrence of indebtedness  and granted certain  registration
rights to AOL.

     As of January 11, 1999, there were 58,258,544 issued and outstanding shares
of common stock,  8,676,091  shares held in treasury,  2,721,984 shares reserved
for  issuance on  exercise of warrants  (AOL),  4,596,059  shares  reserved  for
issuance on conversion of outstanding convertible subordinated notes, 10,230,810
shares  reserved  for  issuance  upon  exercise  of employee  stock  options and
3,411,026  shares  reserved for  issuance  upon  exercise of the stock  purchase
rights to be distributed to record holders as of December 31, 1998.

     Certain   of  the   statements   contained   herein   may   be   considered
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933  and  Section  21E of the  Securities  Exchange  Act of  1934.  Such
statements  are  identified  by the use of  forward-looking  words  or  phrases,
including, but not limited to, "estimates",  "projected", "expects", "expected",
"anticipates" and "anticipated".  These forward-looking  statements are based on
the  Company's  current  expectations.  Although the Company  believes  that the
expectations reflected in such forward-



                                       3
<PAGE>



looking  statements  are  reasonable,  there  can  be  no  assurance  that  such
expectations will prove to have been correct. Forward-looking statements involve
risks and uncertainties and the Company's actual results could differ materially
from the Company's expectations.  Important factors that could cause such actual
results to differ materially include,  among others, adverse developments in the
Company's  relationship  with AT&T or AOL,  increased price competition for long
distance  service,  failure of the marketing of long distance services under the
AOL Agreement or the need to incur greater  marketing costs to maintain expected
customer bases, attrition in the number of end users,  increased  implementation
of PIC freezes by local telephone companies and changes in governmental  policy,
regulation and enforcement.  The Company  undertakes no obligation to update its
forward-looking statements.

     For a further list and summary of these and other  factors that could cause
actual results to differ materially, see "Risk Factors" attached as Exhibit 99.1
to this Form 8-K.



                                       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 hereunto duly authorized.

                                                  Tel-Save.com, Inc.
                                                     (Registrant)

Date:  January 20, 1999                           By:  /s/ Aloysius T. Lawn, IV
                                                     --------------------------
                                                         General Counsel





                                       5
<PAGE>



                                  EXHIBIT INDEX

3(i)    Certificate  of Ownership  and Merger  Merging  Tel-Save.com,  Inc. into
        Tel-Save Holdings, Inc. (Changing the name of the Registrant).

10.1    Employment Agreement, dated as of November 13, 1998, between the Company
        and Gabriel Battista.

10.2    Indemnification  Agreement,  dated as of December 28, 1998,  between the
        Company and Gabriel Battista.

10.3    Stock  Option  Agreement,  dated as of November  13,  1998,  between the
        Company and Gabriel Battista.

10.4    Stock  Option  Agreement,  dated as of November  13,  1998,  between the
        Company and Gabriel Battista.

10.5    Severance Agreement,  dated as of December 31, 1998, between the Company
        and Daniel Borislow.

10.6    Purchase  Agreement  regarding  the  stock of  Emergency  Transportation
        Corporation, dated as of January 5, 1999, between the Company and Jimlew
        Capital, L.L.C.

10.7    Exchange  Agreement,  dated as of December 31, 1998,  among the Company,
        Tel-Save,  Inc.  and Mark Pavol,  as Trustee of that certain D&K Grantor
        Retained Annuity Trust dated June 15, 1998.

10.8    Registration Rights Agreement,  dated as of December 31, 1998, among the
        Company,  Daniel  Borislow,  Mark Pavol,  as Trustee of that certain D&K
        Grantor Retained  Annuity Trust,  dated June 15, 1998 and the Trustee of
        that certain D&K Grantor Retained Annuity Trust II.

10.9    Agreement of Purchase and Sale of Real Property,  dated as of January 5,
        1999, between Tel-Save, Inc. and Jimlew Capital, L.L.C.

10.10   Lease,  dated as of January 5, 1999,  between Tel-Save,  Inc. and Jimlew
        Capital, L.L.C.

10.11   IRU Capacity Agreement, dated as of December 29, 1998, between Tel-Save,
        Inc. and AT&T Corp.*

10.12   IRU Capacity Agreement, dated as of December 30, 1998, between Tel-Save,
        Inc. and AT&T Corp.*

10.13   Amendment,  dated as of January 1, 1999, between Tel-Save, Inc. and AT&T
        Corp., which amends that certain Master Carrier  Agreement,  dated April
        22, 1998.*


                                       6
<PAGE>



10.14   1998 Long-Term Incentive Plan of the Company.

99.1    Risk Factors.

----------
*    Portions  of this  document,  including  the  exhibits  thereto,  have been
     omitted, as noted therein.



                                       7
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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

                                 January 5, 1999
                                 ---------------
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                               Tel-Save.com, 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)

                                  215-862-1500
                                  ------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

     For a discussion  of  transactions  involving the  disposition  and sale of
certain assets of Tel-Save.com,  Inc. and its subsidiaries (the "Company"),  see
Item 5 below.

ITEM 5. OTHER EVENTS

     On January 5, 1999, Mr. Daniel  Borislow,  a founder of the Company and its
Chairman of the Board and Chief  Executive  Officer,  resigned as a director and
officer of the Company, and, upon such resignation,  Mr. Gabriel Battista became
a director and the Chairman of the Board,  Chief Executive Officer and President
of the Company.  Mr. Battista's  employment agreement with the Company provides,
among other things, for his employment for three years and his right to nominate
a majority of the Board of Directors  of the Company at the next annual  meeting
of shareholders. Copies of Mr. Battista's employment,  indemnification and stock
option  agreements  are  attached as Exhibits  10.1--10.4  to this Form 8-K. The
above  summary of the terms of Mr.  Battista's  employment  is  qualified in its
entirety by reference to such agreements.

     On or about the same time as Mr. Borislow's departure,  the Company entered
into various  agreements and engaged in various  transactions  with Mr. Borislow
and certain entities in which he or his family has an interest:

     o    The  Company  paid  $1,000,000  to  Mr.  Borislow,   assigned  certain
automobiles to him, and continued certain of his health and medical benefits and
director and officer  insurance.  The Company  also agreed that,  so long as Mr.
Borislow owns  beneficially  at least two percent (2%) of the Common Stock (on a
fully diluted  basis),  Mr. Borislow would be entitled to:  registration  rights
with  respect to his shares of Common Stock and the right to require the Company
to use a portion of  proceeds  from any  securities  offering  by the Company to
repurchase  Mr.  Borislow's  securities of the Company.  The Company also agreed
that, so long as Mr. Borislow had such beneficial  ownership,  the Company would
not,  without the prior written  consent of Mr.  Borislow and subject to certain
exceptions: (a) engage in certain significant corporate transactions,  including
the  sale  or  encumbrance  of  substantially  all of its  assets,  mergers  and
consolidations  and certain  material  acquisitions,  or, (b) for a period of 18
months from the agreement date, offer or sell any of its Common Stock unless and
until Mr. Borislow has sold or otherwise disposed of all of the shares of Common
Stock held by him on the agreement  date. In turn, Mr.  Borislow  terminated his
employment  with the Company  and agreed not to compete  with the Company for at
least one year.  Mr.  Borislow also agreed to guarantee up to $20,000,000 of the
Company's  obligations  in  connection  with the America  Online,  Inc.  ("AOL")
investment noted below.

     o    On January 5, 1999,  the  Company,  in exchange for a total of 783,706
shares of Company common stock,  (i) sold to Jimlew Capital,  L.L.C.,  a company
owned by Mr. Borislow, (a) all of the capital stock of Emergency  Transportation
Corporation  (a wholly owned  subsidiary  of the Company,  the primary  asset of
which is an interest in a jet airplane),  valued at approximately  $8.7 million,
and (b) all of the real property constituting the Company's  headquarters in New
Hope, Pennsylvania,  valued at approximately $2.0 million, and (ii) released Mr.
Borislow from an obligation  for  approximately  $4.7 million  borrowed from the
Company.  Mr.  Borislow  agreed  to  lease  to  the  Company  a  portion  of the
headquarters  property at a base monthly rent of $12,500.  The

                                       1
subsidiary  stock and the real  property  were valued based on the book value of
these assets, which the management of the Company believes approximated the fair
market value of these assets on the date of exchange.  The Company  common stock
exchanged  for the  assets  was  valued at its  market  value on the date of the
exchanges.  The Company had previously  determined that it would be desirable to
dispose of these assets and  accordingly  believes  that the  ownership of these
assets is not required for the continued operation of the Company's business.

     o    On January 5, 1999,  pursuant to an agreement effective as of December
31,  1998,  the Company  assigned  to a trust for the benefit of Mr.  Borislow's
children the Company's interest in $53,700,000  principal amount of subordinated
notes   of   Communication   TeleSystems   International   d.b.a.   WorldxChange
Communications,  in exchange for $62,545,000  aggregate  principal amount of the
Company's  4 1/2%  convertible  subordinated  notes due 2002 and 5%  convertible
subordinated notes due 2004 owned by the trust. Under the terms of the exchange,
the Company is entitled to receive from the trust 32% of all  interest  payments
under the WorldxChange Notes and has provided the trust with a limited guarantee
of collection  under the  WorldxChange  Notes.  The exchange rate was determined
based on the Company's  assessment of the fair values of the WorldxChange  Notes
(including the Company's  limited  guarantee and reflecting the interest  right)
and of the Company's subordinated notes given in exchange,  which assessment was
supported  by the opinion of an  independent  investment  banking firm as to the
fairness to the Company of the consideration received.

     o    As part of its efforts to reduce its outstanding  debt through induced
conversions of its outstanding convertible subordinated notes into shares of its
Common Stock and repurchases of such notes, on January 5, 1999, the Company,  in
an open market transaction effected through an investment bank, purchased from a
trust for the benefit of Mr. Borislow's children $65,080,000 aggregate principal
amount of the Company's 4 1/2%  convertible  subordinated  notes due 2002 and 5%
convertible  subordinated  notes due 2004 owned by the trust for  $56,246,265 in
cash. With this most recent  acquisition,  the Company had reduced the principal
amount  outstanding  of  its  subordinated  convertible  notes  to  $114,582,000
($71,712,000 of 4-1/2% notes;  $42,870,000 of 5% notes), of which  approximately
$64,000,000 continues to be held by one of such trusts.

     The agreements  described above are attached as Exhibits 10.5-10.10 to this
Form  8-K.  The above  summaries  of the  transactions  are  qualified  in their
entirety by reference to such agreements.

     Prior  to  Mr.  Borislow's  resignation,  the  Company  also  entered  into
significant new agreements with AT&T Corp. ("AT&T") and with AOL.

     As previously announced, the Company entered into new agreements with AT&T,
effective as of December 29 and 31, 1998.  The new  agreements  give the Company
the right to acquire high speed DS-3 capacity for the Company's OBN Network from
AT&T through an "indefeasible right to use" arrangement.  These arrangements are
similar to an ownership  interest in the broadband  fiber  capacity and give the
Company the right to use the capacity at effective rates significantly less than
the Company would pay by buying  services  from AT&T.  The Company's use of this
capacity is expected to reduce  significantly  its costs of  providing  services
over its OBN Network. The Company will make in the first quarter 1999 a one-time
payment of approximately  $13.2 million for these rights.  At the same time, the
Company also entered into an amendment to its Master Carrier

                                       2
Agreement  with AT&T that  improves the pricing  structure for services that the
Company buys from AT&T and sets different expiration dates for certain services.
Redacted  copies of the  Company's  new  agreements  with AT&T are  attached  as
Exhibits  10.11--10.13 to this Form 8-K. The above summary of terms is qualified
in its entirety by reference to such agreements.

     As announced on January 5, 1999, the Company amended its Telecommunications
Marketing  Agreement with AOL, and AOL made a further  equity  investment in the
Company.  The  amendment of the  agreement  with AOL,  which was effective as of
October 1, 1998,  extends  the term of the  arrangement  until 2003  (subject to
AOL's right on or after June 30,  2000 to market  non-exclusively  the  services
previously marketed  exclusively for the Company in exchange for the elimination
of the fixed  quarterly  payments  that are  otherwise  payable by the Company),
enhances  for the  Company  the fee  structure  to provide  for fixed  quarterly
payments during the term rather than indefinite profit-sharing,  changes certain
terms  of  the  Company's  rights  to  be  the  exclusive  provider  of  various
telecommunications  services to AOL  subscribers,  alters  certain  terms of the
online and  offline  marketing  arrangements  between  the  Company  and AOL and
provides for the  implementation of the offering of wireless  telecommunications
services  to the  AOL  subscribers.  In  connection  with  the  amendments,  AOL
purchased  a total of  4,121,372  shares  of  common  stock of the  Company  for
$55,000,000 in cash and the surrender of rights to purchase  5,076,016 shares of
common stock of the Company pursuant to various warrants held by AOL. AOL agreed
to end further  vesting under the outstanding  performance  warrant and retained
warrants exercisable for 2,721,984 shares of Company common stock. In connection
with these exchanges and purchases,  the Company agreed to reimburse AOL, during
the period  commencing  on June 1, 1999 and ending on September  30,  2000,  for
realized losses up to a specified  amount  resulting from a decline in the value
of the Company's common stock from AOL's purchase price. AOL also has the right,
upon the  occurrence of certain  events (which include the breach by the Company
of certain  material  agreements),  to put back to the Company all of the shares
(at AOL's purchase price) and warrants (at AOL's booked amount therefor) held by
AOL.  Tel-Save.com,  Inc. agreed to secure its obligations  under the investment
agreement with a pledge of all of its assets. Tel-Save.com,  Inc. also agreed to
limitations on the incurrence of indebtedness  and granted certain  registration
rights to AOL.

     As of January 11, 1999, there were 58,258,544 issued and outstanding shares
of common stock,  8,676,091  shares held in treasury,  2,721,984 shares reserved
for  issuance on  exercise of warrants  (AOL),  4,596,059  shares  reserved  for
issuance on conversion of outstanding convertible subordinated notes, 10,230,810
shares  reserved  for  issuance  upon  exercise  of employee  stock  options and
3,411,026  shares  reserved for  issuance  upon  exercise of the stock  purchase
rights to be distributed to record holders as of December 31, 1998.

     Certain   of  the   statements   contained   herein   may   be   considered
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933  and  Section  21E of the  Securities  Exchange  Act of  1934.  Such
statements  are  identified  by the use of  forward-looking  words  or  phrases,
including, but not limited to, "estimates",  "projected", "expects", "expected",
"anticipates" and "anticipated".  These forward-looking  statements are based on
the  Company's  current  expectations.  Although the Company  believes  that the
expectations reflected in such forward-

                                       3
looking  statements  are  reasonable,  there  can  be  no  assurance  that  such
expectations will prove to have been correct. Forward-looking statements involve
risks and uncertainties and the Company's actual results could differ materially
from the Company's expectations.  Important factors that could cause such actual
results to differ materially include,  among others, adverse developments in the
Company's  relationship  with AT&T or AOL,  increased price competition for long
distance  service,  failure of the marketing of long distance services under the
AOL Agreement or the need to incur greater  marketing costs to maintain expected
customer bases, attrition in the number of end users,  increased  implementation
of PIC freezes by local telephone companies and changes in governmental  policy,
regulation and enforcement.  The Company  undertakes no obligation to update its
forward-looking statements.

     For a further list and summary of these and other  factors that could cause
actual results to differ materially, see "Risk Factors" attached as Exhibit 99.1
to this Form 8-K.

                                       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 hereunto duly authorized.

                                                  Tel-Save.com, Inc.
                                                     (Registrant)

Date:  January 20, 1999                           By:  /s/ Aloysius T. Lawn, IV
                                                     --------------------------
                                                         General Counsel

                                       5
EXHIBIT INDEX

3(i)    Certificate  of Ownership  and Merger  Merging  Tel-Save.com,  Inc. into
        Tel-Save Holdings, Inc. (Changing the name of the Registrant).

10.1    Employment Agreement, dated as of November 13, 1998, between the Company
        and Gabriel Battista.

10.2    Indemnification  Agreement,  dated as of December 28, 1998,  between the
        Company and Gabriel Battista.

10.3    Stock  Option  Agreement,  dated as of November  13,  1998,  between the
        Company and Gabriel Battista.

10.4    Stock  Option  Agreement,  dated as of November  13,  1998,  between the
        Company and Gabriel Battista.

10.5    Severance Agreement,  dated as of December 31, 1998, between the Company
        and Daniel Borislow.

10.6    Purchase  Agreement  regarding  the  stock of  Emergency  Transportation
        Corporation, dated as of January 5, 1999, between the Company and Jimlew
        Capital, L.L.C.

10.7    Exchange  Agreement,  dated as of December 31, 1998,  among the Company,
        Tel-Save,  Inc.  and Mark Pavol,  as Trustee of that certain D&K Grantor
        Retained Annuity Trust dated June 15, 1998.

10.8    Registration Rights Agreement,  dated as of December 31, 1998, among the
        Company,  Daniel  Borislow,  Mark Pavol,  as Trustee of that certain D&K
        Grantor Retained  Annuity Trust,  dated June 15, 1998 and the Trustee of
        that certain D&K Grantor Retained Annuity Trust II.

10.9    Agreement of Purchase and Sale of Real Property,  dated as of January 5,
        1999, between Tel-Save, Inc. and Jimlew Capital, L.L.C.

10.10   Lease,  dated as of January 5, 1999,  between Tel-Save,  Inc. and Jimlew
        Capital, L.L.C.

10.11   IRU Capacity Agreement, dated as of December 29, 1998, between Tel-Save,
        Inc. and AT&T Corp.*

10.12   IRU Capacity Agreement, dated as of December 30, 1998, between Tel-Save,
        Inc. and AT&T Corp.*

10.13   Amendment,  dated as of January 1, 1999, between Tel-Save, Inc. and AT&T
        Corp., which amends that certain Master Carrier  Agreement,  dated April
        22, 1998.*

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10.14   1998 Long-Term Incentive Plan of the Company.

99.1    Risk Factors.

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*    Portions  of this  document,  including  the  exhibits  thereto,  have been
     omitted, as noted therein.

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