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


                               September 11, 1998
                ------------------------------------------------
                Date of report (Date of earliest event reported)


                             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)


                                  215-862-1500
               --------------------------------------------------
               Registrant's telephone number, including area code


<PAGE>



Item 5.  Other Events.

          Tel-Save  Holdings,  Inc. (the  "Company")  announced on September 11,
1998 that it expects to report  significantly  better operating  results for its
1998 third quarter than previously  projected.  The third quarter operating loss
is expected to be much less than  previously  anticipated due to lower marketing
expenses under its contract with AOL than previously projected. In addition, the
Company will have  extraordinary  gains in the third  quarter,  including  gains
related to the repurchase of a portion of its convertible debt.

          The Company also announced that, as of September 11, 1998, it had paid
for  14,690,500  shares of its stock under its previously  announced  repurchase
authorization.  The Company  suspended the stock repurchases as of August 31 due
to the failure of its brokers in making delivery of a significant portion of the
shares already paid for. The Company may resume such repurchases in the future.

          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-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,  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 obligations to update its forward-looking
statements.


<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:  September 18, 1998                          By:  /s/ Aloysius T. Lawn, IV
                                                        ------------------------
                                                             General Counsel
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4392}]
{"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": "98711866"}, "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

                               September 11, 1998
                ------------------------------------------------
                Date of report (Date of earliest event reported)

                             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)

                                  215-862-1500
               --------------------------------------------------
               Registrant's telephone number, including area code
Item 5.  Other Events.

          Tel-Save  Holdings,  Inc. (the  "Company")  announced on September 11,
1998 that it expects to report  significantly  better operating  results for its
1998 third quarter than previously  projected.  The third quarter operating loss
is expected to be much less than  previously  anticipated due to lower marketing
expenses under its contract with AOL than previously projected. In addition, the
Company will have  extraordinary  gains in the third  quarter,  including  gains
related to the repurchase of a portion of its convertible debt.

          The Company also announced that, as of September 11, 1998, it had paid
for  14,690,500  shares of its stock under its previously  announced  repurchase
authorization.  The Company  suspended the stock repurchases as of August 31 due
to the failure of its brokers in making delivery of a significant portion of the
shares already paid for. The Company may resume such repurchases in the future.

          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-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,  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 obligations to update its forward-looking
statements.
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:  September 18, 1998                          By:  /s/ Aloysius T. Lawn, IV
                                                        ------------------------
                                                             General Counsel