EXHIBIT  4.1

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                           TALK AMERICA HOLDINGS, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                   CUSIP  87426R  20  2
COMMON  STOCK                            SEE  REVERSE  FOR  CERTAIN  DEFINITIONS

This  certifies  that


                               [GRAPHIC  OMITTED]



is  the  owner  of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE,OF
                           TALK AMERICA HOLDINGS, INC.

(the  "Corporation"),  a  Delaware  corporation.  The Shares represented by this
certificate are transferable only on the stock transfer books of the Corporation
by  the  holder  of  record  hereof, or by his duly authorized attorney or legal
representative,  upon the surrender of this certificate properly endorsed.  This
certificate is not valid until countersigned and registered by the Corporation's
transfer  agent  and  registrar.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused this certificate to be
executed  by  the  facsimile  signature  of its duly authorized officers and has
caused  a  facsimile  of  its  corporate  seal  to  be  hereunto  affixed.

Dated:                                 Sealed

       /s/  Aloysius  T.  Lawn,  IV         /s/  Gabriel  Battista
       ----------------------------         ------------------------------
       Aloysius  T.  Lawn,  IV              Gabriel  Battista
       Secretary                            Chairman and Chief Executive Officer



                           TALK AMERICA HOLDINGS, INC.

     The  Corporation  will  furnish to any stockholder upon request and without
charge  a  full statement of the powers, designations, limitations and relative,
participating,  optional  or  other  special  rights of the shares of each class
authorized  to  be  issued,  the qualifications, limitations and restrictions of
such  preferences  and  rights,  the  variations  in  the  relative  rights  and
preferences  between  shares  of any series of any authorized preferred class so
far  as  they  have been fixed and determined, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series  of  any  such  preferred  class.

     This  certificate  also evidences and entitles the holder hereof to certain
Rights  as set forth in the Rights Agreement between TALK AMERICA HOLDINGS, INC.
(the "Company") and STOCKTRANS, INC. (the "Rights Agent") dated as of August 19,
1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein
by  reference  and  a  copy  of which is on file at the principal offices of the
Company.  Under certain circumstances as set forth in the Rights Agreement, such
Rights  will  be  evidenced  by  separate  certificates  and  will  no longer be
evidenced  by  this  certificate.  The  Company  will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of mailing,
without  charge  promptly  after  receipt  of a written request therefor.  Under
certain circumstances as set forth in the Rights Agreement, Rights issued to, or

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held  by,  any  Person  who  is,  was or becomes an Acquiring Person, an Adverse
Person  or  any Affiliate or Associate thereof (as such terms are defined in the
Rights  Agreement)  whether  currently held by or on behalf of such Person or by
any  subsequent  holder,  may  become  null  and  void.

     The  following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall  be  construed as though they were written out in full
according  to  applicable  laws  or  regulations:


TEN COM - as tenants in common            UNIF GIFT MIN ACT-.......Custodian....
                                                              (Cust)    (Minor)

TEN ENT - as tenants by the entireties             under Uniform Gifts to Minors

JT TEN - as joint tenants with right               Act..........................
         of survivorship and not as                           (State)
         tenants in common



     Additional abbreviations may also be used though not in the above list.

For  value  received,             hereby  sell,  assign  and  transfer  unto
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PLEASE  INSERT  SOCIAL  SECURITY  OR  OTHER
IDENTIFYING  NUMBER  OF  ASSIGNEE

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(PLEASE  PRINT  OR  TYPEWRITE  NAME  AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

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-------------------------------------------  shares  of  the  Common  Stock
represented  by the within Certificate, and do hereby irrevocably constitute and
appoint

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to  transfer  the  said shares on the books of the within-named Corporation with
full  power  of  substitution  in  the  premises.

Dated
      ----------------

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          NOTICE: The  signature  to  this  assignment  must  correspond
                  with  the  name  as  written  upon  the  face  of  the
                  Certificate,  in  every  particular,  without  alteration
                  or  enlargement  or  any  change  whatever.

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