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

                                October 20, 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 October 20, 1998 certain
estimated results for its third quarter ended September 30, 1998:

     -    Estimated revenues of approximately $120-$125 million;

     -    After an  extraordinary  gain of $.87 per share, an estimated net loss
          for the  quarter of between  $.70 and $.80 per  share;

     -    General  and  administrative  expenses  estimated  at  about  the same
          percentage  of  revenues  as in the  second  quarter  of 1998,  but an
          estimated improvement in gross margin from 16.2% in the second quarter
          to approximately 18.6% in the third quarter;

     -    Revenues  under the  Company's  agreement  with America  Online,  Inc.
          ("AOL")  estimated to exceed all other  Company  revenues in the third
          quarter; 

     -    Cash, marketable securities and notes receivable of approximately $140
          million at September 30, 1998

In the October 20  announcement,  the Company also reported that it had achieved
positive cash flow starting in the month of September, that it expects to report
positive  earnings in the fourth  quarter of 1998 and that it had  expensed  the
bulk of the up front AOL payments and warrants  and, on a going  forward  basis,
expects to average approximately $2 million per quarter in expenses for the next
eleven quarters,  compared to an average over the last four quarters  (including
the third quarter) of $22 million per quarter.

The Company  also  announced,  on October 29,  1998,  that it was  resuming  the
authorized  repurchases  of its common  stock that had been  suspended  in early
September  1998. See the October 29, 1998 Press Release  included in this Report
as an Exhibit, which press release is incorporated herein by this reference.

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 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 obligations to update its forward-looking
statements.

Item 7.  Financial Statements and Exhibits.


<PAGE>



99.1  Press Release of Registrant, dated October 29, 1998


<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:  October 29, 1998                           By:  /s/ Aloysius T. Lawn, IV
                                                       ------------------------
                                                             General Counsel
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{"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": "98732827"}, "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

                                October 20, 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 October 20, 1998 certain
estimated results for its third quarter ended September 30, 1998:

     -    Estimated revenues of approximately $120-$125 million;

     -    After an  extraordinary  gain of $.87 per share, an estimated net loss
          for the  quarter of between  $.70 and $.80 per  share;

     -    General  and  administrative  expenses  estimated  at  about  the same
          percentage  of  revenues  as in the  second  quarter  of 1998,  but an
          estimated improvement in gross margin from 16.2% in the second quarter
          to approximately 18.6% in the third quarter;

     -    Revenues  under the  Company's  agreement  with America  Online,  Inc.
          ("AOL")  estimated to exceed all other  Company  revenues in the third
          quarter; 

     -    Cash, marketable securities and notes receivable of approximately $140
          million at September 30, 1998

In the October 20  announcement,  the Company also reported that it had achieved
positive cash flow starting in the month of September, that it expects to report
positive  earnings in the fourth  quarter of 1998 and that it had  expensed  the
bulk of the up front AOL payments and warrants  and, on a going  forward  basis,
expects to average approximately $2 million per quarter in expenses for the next
eleven quarters,  compared to an average over the last four quarters  (including
the third quarter) of $22 million per quarter.

The Company  also  announced,  on October 29,  1998,  that it was  resuming  the
authorized  repurchases  of its common  stock that had been  suspended  in early
September  1998. See the October 29, 1998 Press Release  included in this Report
as an Exhibit, which press release is incorporated herein by this reference.

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 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 obligations to update its forward-looking
statements.

Item 7.  Financial Statements and Exhibits.
99.1  Press Release of Registrant, dated October 29, 1998
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:  October 29, 1998                           By:  /s/ Aloysius T. Lawn, IV
                                                       ------------------------
                                                             General Counsel