EXHIBIT 10.3

                               AMENDMENT NO. 3 to
                              EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO. 3 ("Amendment") dated as of April 10, 2003, entered into
by  and  among  Talk  America  Holdings,  Inc.,  a  Delaware  corporation  (the
"Company"),  and  Kevin  Griffo  ("Employee").

                         W  I  T  N  E  S  S  E  T  H :
                         ------------------------------

     WHEREAS,  the  Company  and Employee are parties to an Employment Agreement
dated  as  of March 24, 2000, as amended (the "Agreement") pursuant to which the
Company  employs  Employee as its Executive Vice President - Local Services; and

     WHEREAS, the Company and Employee desire to amend the Agreement as provided
herein.

     NOW  THEREFORE, in consideration of the foregoing, the mutual covenants set
forth  herein  and  other  good  and  valuable  consideration,  the  receipt and
sufficiency  of  which  is  hereby acknowledged, the undersigned hereby agree as
follows:

1.  Section  2  of  the  Agreement  is hereby amended in its entirety to read as
follows:

     "2.  TERM  OF  AGREEMENT. The term of Employee's employment hereunder shall
     commence  on  March  24,  2000 (the date when Employee commences employment
     hereunder,  the  "Commencement  Date")  and  shall continue in effect until
     December  31,  2005,  except  as  hereinafter  provided  (the  "Term")."

2.  Section  3.1  of  the Agreement is hereby amended in its entirety to read as
follows:

     3.1  OFFICER  POSITIONS.  Except  as  may  otherwise be agreed upon between
     Company  and  Employee,  Employee  shall  perform such duties and have such
     responsibilities  as  Executive  Vice President-Direct Sales, and any other
     duties  and  responsibilities  as  may be assigned or delegated to him from
     time  to  time  by  Company's Chief Marketing Officer or Company's Board of
     Directors  (the  "Board"),  including,  without  limitation,  service as an
     employee,  officer  or  director  of affiliates (as that term is defined in
     Rule  405  under  the  Securities  Act  of  1933,  as  amended (the "Act"))
     (hereinafter,  "Affiliates")  of  Company, without additional compensation.
     References in this Agreement to Employee's employment with Company shall be
     deemed  to  refer to employment with Company and/or, as the case may be, an
     Affiliate,  as  the  context  requires.  Other  than travel in the ordinary
     course  of  business,  Employee's  duties  and  responsibilities  shall  be
     undertaken  primarily  at  the current offices of the Company's in Orlando,
     Florida,  or  an  office  at Employee's residence in Orlando, Florida which
     office shall be maintained by Employee at his expense (except for phone and

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     internet  access  for  such  office). Employee shall perform his duties and
     responsibilities  to  the  best  of  his abilities hereunder in a diligent,
     businesslike manner. Employee shall devote substantially all of his working
     time and efforts to the business and affairs of Company; provided, however,
     that nothing in this Agreement shall preclude Employee from (a) engaging in
     charitable  activities and community affairs, and (b) managing his personal
     investments  and affairs (subject to the limitations in Section 10 hereof).

     IN  WITNESS WHEREOF, each of the parties hereto has executed this Amendment
as  of  the  day  and  year  first  written  above.



TALK  AMERICA  HOLDINGS,  INC.                      EMPLOYEE


By: /s/ Aloysius T. Lawn IV                         /s/ Kevin Griffo
   ------------------------------                   --------------------------
   Name:  Aloysius  T.  Lawn  IV                    Kevin  Griffo
   Title: EVP  -  General  Counsel
          and  Secretary