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) February 25, 1997
                                                 -----------------

                             Tel-Save Holdings, Inc.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                                     0-26728
--------------------------------------------------------------------------------
                            (Commission File Number)

                                   23-2827736
--------------------------------------------------------------------------------
                      (IRS Employer Identification Number)

                  6805 Route 202, New Hope, Pennsylvania 18938
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (215) 862-1500
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)


Item 5.  Other Events

     On  February  25,  1997,  Registrant  announced  that it and its  operating
subsidiary,  Tel-Save,  Inc.,  had entered into a  Telecommunications  Marketing
Agreement (the  "Agreement"),  dated as of February 22, 1997 and effective as of
February 25, 1997, with America  Online,  Inc.  ("AOL"),  the terms of which are
described in  Registrant's  Current Report on Form 8-K filed with the Commission
on March 7, 1997 and the text of which was filed  with the  Commission  on March
18, 1997 as Exhibit  10.32 to  Registrant's  Annual  Report on Form 10-K for the
year ended  December 31,  1996.  Attached  hereto as Exhibits  10.1 and 10.2 are
Nontransferable Warrants to Purchase Common Stock of Registrant (the "Warrants")
issued by Registrant to AOL in connection with the Agreement. Attached hereto as
Exhibit  10.3 is a Voting  Trust  Agreement  in which AOL agrees to deposit  the
shares of  Registrant's  Common Stock to be issued upon exercise of the Warrants
in a voting trust 




<PAGE>

whose  trustee  shall be  Registrant's  Chairman,  Chief  Executive  Officer and
controlling shareholder,  Daniel Borislow.  Attached hereto as Exhibit 10.4 is a
Credit Facility between Registrant and Merrill Lynch International Bank Limited,
under which Registrant  received a $50 million margin advance to finance part of
a $100 million initial  payment to AOL  under the Agreement;  the Company held a
U.S. Treasury Bill with a face value of $150 million  as security for the margin
advance.


Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

         (c) Exhibits

                      10.1        Nontransferable  Warrant to Purchase 5,000,000
                                  Shares of Common  Stock of Tel-Save  Holdings,
                                  Inc., dated as of February 22, 1997 and issued
                                  to America Online, Inc.

                      10.2        Nontransferable  Warrant  to  Purchase  up  to
                                  7,000,000  Shares of Common  Stock of Tel-Save
                                  Holdings,  Inc., dated as of February 22, 1997
                                  and issued to America Online, Inc.

                      10.3        Voting Trust  Agreement,  dated as of February
                                  22,  1997,  among  Daniel  Borislow,   America
                                  Online, Inc. and Tel-Save Holdings, Inc.

                      10.4        Credit  Facility,  dated  as of  February  26,
                                  1997,  between  Tel-Save  Holdings,  Inc.  and
                                  Merrill Lynch International Bank Limited.


                                   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.

                                     By: /s/ Aloysius T. Lawn, IV
                                         -----------------------
                                         Aloysius T. Lawn, IV
                                         General Counsel and
                                         Secretary

Date:  April 24, 1997
<PAGE>


                                  EXHIBIT INDEX

10.1                  Nontransferable  Warrant to Purchase  5,000,000  Shares of
                      Common  Stock  of  Tel-Save  Holdings,  Inc.,  dated as of
                      February 22, 1997 and issued to America Online, Inc.

10.2                  Nontransferable Warrant to Purchase up to 7,000,000 Shares
                      of Common Stock of Tel-Save  Holdings,  Inc.,  dated as of
                      February 22, 1997 and issued to America Online, Inc.

10.3                  Voting  Trust  Agreement,  dated as of February  22, 1997,
                      among Daniel Borislow,  America Online,  Inc. and Tel-Save
                      Holdings, Inc.

10.4                  Credit  Facility,  dated as of February 26, 1997,  between
                      Tel-Save  Holdings,  Inc. and Merrill Lynch  International
                      Bank Limited.
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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) February 25, 1997
                                                 -----------------

                             Tel-Save Holdings, Inc.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                                     0-26728
--------------------------------------------------------------------------------
                            (Commission File Number)

                                   23-2827736
--------------------------------------------------------------------------------
                      (IRS Employer Identification Number)

                  6805 Route 202, New Hope, Pennsylvania 18938
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (215) 862-1500
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

Item 5.  Other Events

     On  February  25,  1997,  Registrant  announced  that it and its  operating
subsidiary,  Tel-Save,  Inc.,  had entered into a  Telecommunications  Marketing
Agreement (the  "Agreement"),  dated as of February 22, 1997 and effective as of
February 25, 1997, with America  Online,  Inc.  ("AOL"),  the terms of which are
described in  Registrant's  Current Report on Form 8-K filed with the Commission
on March 7, 1997 and the text of which was filed  with the  Commission  on March
18, 1997 as Exhibit  10.32 to  Registrant's  Annual  Report on Form 10-K for the
year ended  December 31,  1996.  Attached  hereto as Exhibits  10.1 and 10.2 are
Nontransferable Warrants to Purchase Common Stock of Registrant (the "Warrants")
issued by Registrant to AOL in connection with the Agreement. Attached hereto as
Exhibit  10.3 is a Voting  Trust  Agreement  in which AOL agrees to deposit  the
shares of  Registrant's  Common Stock to be issued upon exercise of the Warrants
in a voting trust
whose  trustee  shall be  Registrant's  Chairman,  Chief  Executive  Officer and
controlling shareholder,  Daniel Borislow.  Attached hereto as Exhibit 10.4 is a
Credit Facility between Registrant and Merrill Lynch International Bank Limited,
under which Registrant  received a $50 million margin advance to finance part of
a $100 million initial  payment to AOL  under the Agreement;  the Company held a
U.S. Treasury Bill with a face value of $150 million  as security for the margin
advance.

Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

         (c) Exhibits

                      10.1        Nontransferable  Warrant to Purchase 5,000,000
                                  Shares of Common  Stock of Tel-Save  Holdings,
                                  Inc., dated as of February 22, 1997 and issued
                                  to America Online, Inc.

                      10.2        Nontransferable  Warrant  to  Purchase  up  to
                                  7,000,000  Shares of Common  Stock of Tel-Save
                                  Holdings,  Inc., dated as of February 22, 1997
                                  and issued to America Online, Inc.

                      10.3        Voting Trust  Agreement,  dated as of February
                                  22,  1997,  among  Daniel  Borislow,   America
                                  Online, Inc. and Tel-Save Holdings, Inc.

                      10.4        Credit  Facility,  dated  as of  February  26,
                                  1997,  between  Tel-Save  Holdings,  Inc.  and
                                  Merrill Lynch International Bank Limited.

                                   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.

                                     By: /s/ Aloysius T. Lawn, IV
                                         -----------------------
                                         Aloysius T. Lawn, IV
                                         General Counsel and
                                         Secretary

Date:  April 24, 1997
EXHIBIT INDEX

10.1                  Nontransferable  Warrant to Purchase  5,000,000  Shares of
                      Common  Stock  of  Tel-Save  Holdings,  Inc.,  dated as of
                      February 22, 1997 and issued to America Online, Inc.

10.2                  Nontransferable Warrant to Purchase up to 7,000,000 Shares
                      of Common Stock of Tel-Save  Holdings,  Inc.,  dated as of
                      February 22, 1997 and issued to America Online, Inc.

10.3                  Voting  Trust  Agreement,  dated as of February  22, 1997,
                      among Daniel Borislow,  America Online,  Inc. and Tel-Save
                      Holdings, Inc.

10.4                  Credit  Facility,  dated as of February 26, 1997,  between
                      Tel-Save  Holdings,  Inc. and Merrill Lynch  International
                      Bank Limited.