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)  November 25, 1997
                                                  ------------------------------

                             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)              (ZIP CODE)


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


--------------------------------------------------------------------------------
    (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)





<PAGE>



ITEM 5.  OTHER EVENTS.

         Registrant,  Tel-Save Holdings, Inc. ("Tel-Save"),  previously reported
that it had proposed to ACC Corp.  ("ACC")(NASDAQ:ACCC)  for its consideration a
merger  transaction  between Tel-Save and ACC, in which ACC would be acquired by
Tel-Save and ACC's  stockholders  would receive $50 in Tel-Save  Common Stock in
exchange for each share of ACC common  stock.  On November  26,  1997,  Tel-Save
announced  that it was  withdrawing  its offer to ACC in light of ACC's entering
into a merger agreement with Teleport.

         Separately, Tel-Save announced on November 26, 1997 that it proposed to
use  approximately  $71 million of the proceeds received by it in the previously
reported settlement and termination of Tel-Save's proposed acquisition of Shared
Technologies  Fairchild  Inc.  ("STF") to repurchase  shares of its  outstanding
common stock (such $71 million was the portion of the total  proceeds of $237.25
million  in excess of  Tel-Save's  costs of  acquiring  the STF Notes  that were
transferred to Intermedia Communications,  Inc. as part of the settlement). Such
shares may be repurchased  from time to time, in the open market or in privately
negotiated  transactions,  and it is anticipated that repurchased shares will be
held in Tel-Save's  treasury for delivery upon exercise of  outstanding  options
and warrants to purchase Tel-Save's common stock and for other general corporate
purposes.


<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:  December 1, 1997                       By:  Aloysius T. Lawn, IV
     ---------------------                         -----------------------------
                                                   General Counsel and Secretary
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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": "97730591"}, "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

Date of report (Date of earliest event reported)  November 25, 1997
                                                  ------------------------------

                             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)              (ZIP CODE)

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

--------------------------------------------------------------------------------
    (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5.  OTHER EVENTS.

         Registrant,  Tel-Save Holdings, Inc. ("Tel-Save"),  previously reported
that it had proposed to ACC Corp.  ("ACC")(NASDAQ:ACCC)  for its consideration a
merger  transaction  between Tel-Save and ACC, in which ACC would be acquired by
Tel-Save and ACC's  stockholders  would receive $50 in Tel-Save  Common Stock in
exchange for each share of ACC common  stock.  On November  26,  1997,  Tel-Save
announced  that it was  withdrawing  its offer to ACC in light of ACC's entering
into a merger agreement with Teleport.

         Separately, Tel-Save announced on November 26, 1997 that it proposed to
use  approximately  $71 million of the proceeds received by it in the previously
reported settlement and termination of Tel-Save's proposed acquisition of Shared
Technologies  Fairchild  Inc.  ("STF") to repurchase  shares of its  outstanding
common stock (such $71 million was the portion of the total  proceeds of $237.25
million  in excess of  Tel-Save's  costs of  acquiring  the STF Notes  that were
transferred to Intermedia Communications,  Inc. as part of the settlement). Such
shares may be repurchased  from time to time, in the open market or in privately
negotiated  transactions,  and it is anticipated that repurchased shares will be
held in Tel-Save's  treasury for delivery upon exercise of  outstanding  options
and warrants to purchase Tel-Save's common stock and for other general corporate
purposes.
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:  December 1, 1997                       By:  Aloysius T. Lawn, IV
     ---------------------                         -----------------------------
                                                   General Counsel and Secretary