Draft 4/3/00
                       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):                MARCH 24, 2000



                                  TALK.COM INC.

               (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
<S>                                                    <C>                            <C>
                  DELAWARE                                000-26728                        23-2827736
 (State or Other Jurisdiction of Incorporation)     (Commission File Number)     (I.R.S. Employer Identification No.)
</TABLE>


                                  TALK.COM INC.
                           12020 SUNRISE VALLEY DRIVE
                             RESTON, VIRGINIA 22091
          (Address of Principal Executive Offices, Including Zip Code)
                                 (703) 391-7500
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE

          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>


ITEM 5.  OTHER EVENTS.

         ACQUISITION OF ACCESS ONE  COMMUNICATIONS.  On March 24, 2000, Talk.com
Inc., a Delaware  corporation  (the  "Company"),  Aladdin  Acquisition  Corp., a
Delaware  corporation  and a  wholly-owned  subsidiary  of the Company  ("Merger
Sub"), and Access One Communications  Corp., a New Jersey  corporation  ("Access
One"),  entered into an Agreement  and Plan of Merger (the "Merger  Agreement"),
which provides,  among other things, for the merger (the "Merger") of Merger Sub
with and into  Access  One.  Access One is a private,  local  telecommunications
service  provider  to  nine  states  in the  southeastern  United  States.  Upon
consummation of the Merger, Access One will become a wholly-owned  subsidiary of
the Company.  Under the terms of the Merger  Agreement,  Access One stockholders
will receive  0.571428 shares of the Company's common stock in exchange for each
share of Access One common stock held by such stockholders at the effective time
of the Merger.  It is expected that, as a result of the Merger,  shareholders of
Access One will receive an aggregate of approximately 14.3 million shares of the
Company's  common  stock.  The  transaction  has been  approved by the Boards of
Directors  of both the Company and Access One,  but is  contingent  upon,  among
other things,  approvals of both the  Company's  and Access One's  stockholders,
certain regulatory  approvals  (including  approval under the  Hart-Scott-Rodino
Antitrust  Improvements  Act of 1976 and certain  telecommunications  regulatory
approvals),  and other customary  conditions.  Under a Voting Agreement  entered
into on March 24,  2000,  the  holders of  approximately  67.8% of Access  One's
outstanding  common  stock  have  agreed  to vote in  favor  of the  Merger.  In
connection  with the  Merger,  Access  One has  also  entered  into a  five-year
agreement to provide certain telecommunications  services to the Company and its
subsidiaries. Access One has the right to terminate that agreement if the merger
with Talk.com is not consummated. It is also anticipated that, upon consummation
of the  Merger,  Access  One will be  required  to repay  up to $17  million  of
indebtedness.

         The Merger is intended to constitute a tax-free reorganization.

         Kenneth Baritz,  the current Chief Executive Officer of Access One, has
been  appointed  as President of the  Company,  and Kevin  Griffo,  President of
Access One, has been appointed  Executive Vice President - Local Services of the
Company.  Messrs.  Baritz and Griffo have  entered  into  three-year  employment
agreements  with the Company  under which each of them has been granted  certain
options to purchase  common stock of the  Company,  and will also be entitled to
salary and other benefits.  Upon consummation of the Merger, the Company's Board
of Directors will be increased in size and Mr. Baritz will become a director.

         INVESTMENT BY INVESTMENT  AFFILIATES OF SOROS PRIVATE EQUITY  PARTNERS.
Soros Private Equity Partners,  an investment affiliate of Soros Fund Management
LLC,  has agreed to invest $80  million in the  Company in  exchange  for 80,000
shares of seven percent convertible  preferred stock of the Company (convertible
into  approximately  4.5  million  shares of the  Company's  common  stock)  and
warrants to acquire  200,000 shares of the Company's  common stock at $17.91 per
share.  In addition,  a partner of Soros Private  Equity  Partners will join the
Board of Directors of the Company.

         The  investment is subject to the  execution of  definitive  agreements
relating to the  securities,  certain  regulatory  approvals,  completion of due
diligence and other customary closing conditions. The holders of the convertible
preferred stock and warrants will have the ability to

                                       2
<PAGE>

require the Company to repurchase  the  securities if the merger with Access One
is not  consummated.  The Company  intends to use the proceeds of the investment
for general working capital and other corporate purposes.

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

(a)   Financial Statements of Business(es) Acquired.

         Not applicable.

(b)   Pro Forma Financial Information.

         Not applicable.

(c)   Exhibits.

         The following exhibits are filed with this Report:
<TABLE>
<CAPTION>

         Exhibit No.                                      Description.

<S>                  <C>
         2.1         Agreement and Plan of Merger among Talk.com Inc.,  Aladdin  Acquisition Corp. and Access One  Communications
                     Corp., dated as of March 24, 2000.

         10.1        Voting  Agreement  among Talk.com Inc.,  Aladdin  Acquisition  Corp.,  Access One  Communications  Corp. and
                     certain stockholders and warrant holders of Access One Communications Corp., dated as of March 24, 2000.

         10.2        Indemnification Agreement between Talk.com Inc. and Access One Communications Corp., dated March 24, 2000.

         10.3        Employment Agreement between Talk.com Inc. and Kenneth G. Baritz, dated March 24, 2000.

         10.4        Employment Agreement between Talk.com Inc. and Kevin Griffo, dated March 24, 2000.

         99.1        Press Release of Talk.com Inc., dated March 27, 2000.

</TABLE>


                                       3
<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.

                                        TALK.COM INC.


Date:  April 6, 2000                    By:/s/ Aloysius T. Lawn, IV
                                           -------------------------------------
                                            Name:  Aloysius T. Lawn, IV
                                            Title: Executive Vice President -
                                                   General Counsel and Secretary


                                       4



<PAGE>
<TABLE>
<CAPTION>
                                                            EXHIBIT LIST

     EXHIBIT NO.           DESCRIPTION

<S>               <C>
         2.1      Agreement and Plan of Merger among Talk.com Inc.,  Aladdin  Acquisition Corp. and Access One  Communications
                  Corp., dated as of March 24, 2000.

         10.1     Voting  Agreement  among Talk.com Inc.,  Aladdin  Acquisition  Corp.,  Access One  Communications  Corp. and
                  certain stockholders and warrant holders of Access One Communications Corp., dated as of March 24, 2000.

         10.2     Indemnification Agreement between Talk.com Inc. and Access One Communications Corp., dated March 24, 2000.

         10.3     Employment Agreement between Talk.com Inc. and Kenneth G. Baritz, dated March 24, 2000.

         10.4     Employment Agreement between Talk.com Inc. and Kevin Griffo, dated March 24, 2000.

         99.1     Press Release of Talk.com Inc., dated March 27, 2000.
</TABLE>



                                        5
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 8693}]
{"company-data": {"conformed-name": "TALK COM", "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": "595858"}, "business-address": {"street1": "12020 SUNRISE VALLEY DRIVE", "city": "RESTON", "state": "VA", "zip": "22091", "phone": "2158621500"}, "mail-address": {"street1": "12020 SUNRISE VALLEY DRIVE", "city": "RESTON", "state": "VA", "zip": "22091"}, "former-company": [{"former-conformed-name": "TEL SAVE COM INC", "date-changed": "19981117"}, {"former-conformed-name": "TEL SAVE HOLDINGS INC", "date-changed": "19950726"}]}
Draft 4/3/00
                       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):                MARCH 24, 2000

                                  TALK.COM INC.

               (Exact Name of Registrant as Specified in Charter)
DELAWARE                                000-26728                        23-2827736
 (State or Other Jurisdiction of Incorporation)     (Commission File Number)     (I.R.S. Employer Identification No.)
TALK.COM INC.
                           12020 SUNRISE VALLEY DRIVE
                             RESTON, VIRGINIA 22091
          (Address of Principal Executive Offices, Including Zip Code)
                                 (703) 391-7500
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE

          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.  OTHER EVENTS.

         ACQUISITION OF ACCESS ONE  COMMUNICATIONS.  On March 24, 2000, Talk.com
Inc., a Delaware  corporation  (the  "Company"),  Aladdin  Acquisition  Corp., a
Delaware  corporation  and a  wholly-owned  subsidiary  of the Company  ("Merger
Sub"), and Access One Communications  Corp., a New Jersey  corporation  ("Access
One"),  entered into an Agreement  and Plan of Merger (the "Merger  Agreement"),
which provides,  among other things, for the merger (the "Merger") of Merger Sub
with and into  Access  One.  Access One is a private,  local  telecommunications
service  provider  to  nine  states  in the  southeastern  United  States.  Upon
consummation of the Merger, Access One will become a wholly-owned  subsidiary of
the Company.  Under the terms of the Merger  Agreement,  Access One stockholders
will receive  0.571428 shares of the Company's common stock in exchange for each
share of Access One common stock held by such stockholders at the effective time
of the Merger.  It is expected that, as a result of the Merger,  shareholders of
Access One will receive an aggregate of approximately 14.3 million shares of the
Company's  common  stock.  The  transaction  has been  approved by the Boards of
Directors  of both the Company and Access One,  but is  contingent  upon,  among
other things,  approvals of both the  Company's  and Access One's  stockholders,
certain regulatory  approvals  (including  approval under the  Hart-Scott-Rodino
Antitrust  Improvements  Act of 1976 and certain  telecommunications  regulatory
approvals),  and other customary  conditions.  Under a Voting Agreement  entered
into on March 24,  2000,  the  holders of  approximately  67.8% of Access  One's
outstanding  common  stock  have  agreed  to vote in  favor  of the  Merger.  In
connection  with the  Merger,  Access  One has  also  entered  into a  five-year
agreement to provide certain telecommunications  services to the Company and its
subsidiaries. Access One has the right to terminate that agreement if the merger
with Talk.com is not consummated. It is also anticipated that, upon consummation
of the  Merger,  Access  One will be  required  to repay  up to $17  million  of
indebtedness.

         The Merger is intended to constitute a tax-free reorganization.

         Kenneth Baritz,  the current Chief Executive Officer of Access One, has
been  appointed  as President of the  Company,  and Kevin  Griffo,  President of
Access One, has been appointed  Executive Vice President - Local Services of the
Company.  Messrs.  Baritz and Griffo have  entered  into  three-year  employment
agreements  with the Company  under which each of them has been granted  certain
options to purchase  common stock of the  Company,  and will also be entitled to
salary and other benefits.  Upon consummation of the Merger, the Company's Board
of Directors will be increased in size and Mr. Baritz will become a director.

         INVESTMENT BY INVESTMENT  AFFILIATES OF SOROS PRIVATE EQUITY  PARTNERS.
Soros Private Equity Partners,  an investment affiliate of Soros Fund Management
LLC,  has agreed to invest $80  million in the  Company in  exchange  for 80,000
shares of seven percent convertible  preferred stock of the Company (convertible
into  approximately  4.5  million  shares of the  Company's  common  stock)  and
warrants to acquire  200,000 shares of the Company's  common stock at $17.91 per
share.  In addition,  a partner of Soros Private  Equity  Partners will join the
Board of Directors of the Company.

         The  investment is subject to the  execution of  definitive  agreements
relating to the  securities,  certain  regulatory  approvals,  completion of due
diligence and other customary closing conditions. The holders of the convertible
preferred stock and warrants will have the ability to

                                       2
require the Company to repurchase  the  securities if the merger with Access One
is not  consummated.  The Company  intends to use the proceeds of the investment
for general working capital and other corporate purposes.

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

(a)   Financial Statements of Business(es) Acquired.

         Not applicable.

(b)   Pro Forma Financial Information.

         Not applicable.

(c)   Exhibits.

         The following exhibits are filed with this Report:
Exhibit No.                                      Description.
2.1         Agreement and Plan of Merger among Talk.com Inc.,  Aladdin  Acquisition Corp. and Access One  Communications
                     Corp., dated as of March 24, 2000.

         10.1        Voting  Agreement  among Talk.com Inc.,  Aladdin  Acquisition  Corp.,  Access One  Communications  Corp. and
                     certain stockholders and warrant holders of Access One Communications Corp., dated as of March 24, 2000.

         10.2        Indemnification Agreement between Talk.com Inc. and Access One Communications Corp., dated March 24, 2000.

         10.3        Employment Agreement between Talk.com Inc. and Kenneth G. Baritz, dated March 24, 2000.

         10.4        Employment Agreement between Talk.com Inc. and Kevin Griffo, dated March 24, 2000.

         99.1        Press Release of Talk.com Inc., dated March 27, 2000.
3
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.

                                        TALK.COM INC.

Date:  April 6, 2000                    By:/s/ Aloysius T. Lawn, IV
                                           -------------------------------------
                                            Name:  Aloysius T. Lawn, IV
                                            Title: Executive Vice President -
                                                   General Counsel and Secretary

                                       4
EXHIBIT LIST

     EXHIBIT NO.           DESCRIPTION
2.1      Agreement and Plan of Merger among Talk.com Inc.,  Aladdin  Acquisition Corp. and Access One  Communications
                  Corp., dated as of March 24, 2000.

         10.1     Voting  Agreement  among Talk.com Inc.,  Aladdin  Acquisition  Corp.,  Access One  Communications  Corp. and
                  certain stockholders and warrant holders of Access One Communications Corp., dated as of March 24, 2000.

         10.2     Indemnification Agreement between Talk.com Inc. and Access One Communications Corp., dated March 24, 2000.

         10.3     Employment Agreement between Talk.com Inc. and Kenneth G. Baritz, dated March 24, 2000.

         10.4     Employment Agreement between Talk.com Inc. and Kevin Griffo, dated March 24, 2000.

         99.1     Press Release of Talk.com Inc., dated March 27, 2000.
5