EXHIBIT 3.2

                                    Composite

                              Amended and Restated

           Certificate of Incorporation of Talk America Holdings, Inc.

     FIRST: The name of the corporation is Talk America Holdings, Inc. (the
"Corporation").

     SECOND:  The address of the  registered  office of the  Corporation  in the
State of Delaware is No. 1209 Orange Street,  in the City of Wilmington,  County
of New Castle. The name of the Corporation's registered agent at such address is
The Corporation Trust Company.

     THIRD:  The purposes for which the  Corporation was formed are to engage in
any lawful act or activity for which  corporations  may be  organized  under the
Delaware General Corporation Law.

     FOURTH:  The  total  number of shares  of all  classes  of stock  which the
Corporation shall have authority to issue is 305,000,000  shares,  consisting of
5,000,000  shares of Preferred  Stock,  par value $.01 per share,  as more fully
described in Section A. below (the "Preferred Stock"), and 300,000,000 shares of
Common Stock,  par value $.01 per share,  as more fully  described in Section B.
below (the "Common Stock").

     A. Preferred Stock. The shares of Preferred Stock may be divided and issued
from  time to time in one or more  series as may be  designated  by the Board of
Directors of the  Corporation,  each such series to be distinctly  titled and to
consist of the number of shares designated by the Board of Directors. All shares
of any one series of  Preferred  Stock so  designated  by the Board of Directors
shall be alike in every particular,  except that shares of any one series issued
at different times may differ as to the dates from which  dividends  thereon (if
any) shall accrue or be cumulative (or both). The designations,  preferences and
relative,  participating,  optional or other  special  rights (if any),  and the
qualifications,  limitations or restrictions  thereof (if any), of any series of
Preferred  Stock may differ  from those of any and all other  series at any time
outstanding.  The Board of  Directors  of the  Corporation  is hereby  expressly
vested with authority to fix by resolution the powers, designations, preferences
and relative, participating,  optional or other special rights (if any), and the
qualifications, limitations or restrictions and (if any), of the Preferred Stock
and each  series  thereof  which may be  designated  by the Board of  Directors,
including, but without limiting the generality of the foregoing, the following:

          (1) The voting rights and powers (if any) of the  Preferred  Stock and
each series thereof;

          (2) The  rates and times at  which,  and the terms and  conditions  on
which,  dividends (if any) on the Preferred Stock, and each series thereof, will
be paid and any dividend preferences or rights of cumulation;


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          (3) The rights (if any) of holders of the  Preferred  Stock,  and each
series  thereof,  to convert the same into, or exchange the same for,  shares of
other classes (or series of classes) of capital stock of the Corporation and the
terms and conditions for such conversion or exchange,  including  provisions for
adjustment of conversion or exchange prices or rates in such events as the Board
of Directors shall determine;

          (4) The  redemption  rights  (if  any) of the  Corporation  and of the
holders of the Preferred Stock, and each series thereof, and the times at which,
and the terms and  conditions  on which,  the Preferred  Stock,  and each series
thereof, may be redeemed; and

          (5)  The  rights  and  preferences  (if  any)  of the  holders  of the
Preferred  Stock,  and each series  thereof,  upon the voluntary or  involuntary
liquidation, dissolution or winding up of the Corporation.

     B. Common  Stock.  All shares of Common Stock shall be identical  and shall
entitle the holders thereof to the same rights and privileges.

          (1)  Dividends.  When and as dividends  are  declared  upon the Common
Stock,  whether  payable  in cash,  in  property  or in  shares  of stock of the
Corporation,  the holders of Common  Stock  shall be entitled to share  equally,
share for share, in such dividends.

          (2) Voting  Rights.  Each holder of Common  Stock shall be entitled to
one vote per share.

          (3)  Liquidation.  In the  event of any  liquidation,  dissolution  or
winding up of the Corporation,  whether voluntary or involuntary,  after payment
shall have been made to holders of the  Preferred  Stock of the full  amounts to
which they shall be entitled as stated and expressed  herein or as may be stated
and expressed pursuant hereto, the holders of Common Stock shall be entitled, to
the exclusion of the holders of the Preferred Stock, to share ratably  according
to the number of shares of the Common Stock held by them in all remaining assets
of the Corporation available for distribution to its stockholders.

     C. Other Provisions.  No holder of any of the shares of any class or series
of stock or options, warrants or other rights to purchase shares of any class of
stock or of other securities of the Corporation  shall have any preemptive right
to purchase or subscribe  for any  unissued  stock of any class or series or any
additional  shares of any class or series to be issued by reason of any increase
of the authorized  capital stock of the  Corporation of any class or series,  or
bonds, certificates of indebtedness,  debentures or other securities convertible
into or  exchangeable  for stock of the  Corporation of any class or series,  or
carrying  any  right to  purchase  stock of any  class or  series,  but any such
unissued stock,  additional  authorized  shares of any class or series of stock,
securities  convertible into or exchangeable for stock, or carrying any right to
purchase  stock,  may be issued and  disposed of pursuant to  resolution  of the
Board of Directors to such persons, firms, corporations or associations, whether
any such persons, firms,


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corporations or associations  are holders or others,  and upon such terms as may
be  deemed  advisable  by the Board of  Directors  in the  exercise  of its sole
discretion.

     FIFTH:  The Board of Directors  shall  consist of not less than one (1) nor
more than fifteen (15) persons, the exact number to be fixed and determined from
time to time by  resolution  of the Board of Directors or, prior to the election
of an initial Board of Directors, by the Incorporator.

     SIXTH:  Prior to the first closing date for the initial public  offering of
the common stock of the  Corporation,  the  directors  shall be elected for such
term as is specified by the  Incorporator  (prior to the issuance of shares) who
elected such directors or by the shareholders  which elected such directors,  as
the case may be.  On and after the first  closing  date for the  initial  public
offering of the common stock of the Corporation,  the directors shall be divided
into three (3) classes, as nearly equal in number as possible, known as Class 1,
Class 2, and Class 3. The  initial  directors  of Class 1 shall  serve until the
third (3rd) annual meeting of shareholders. At the third (3rd) annual meeting of
the shareholders,  the directors of Class 1 shall be elected for a term of three
(3) years and, after  expiration of such term, shall thereafter be elected every
three (3) years for three (3) year terms. The initial directors of Class 2 shall
serve until the second (2nd) annual meeting of shareholders. At the second (2nd)
annual meeting of the shareholder, the directors of Class 2 shall be elected for
a term of three  (3)  years  and,  after  the  expiration  of such  term,  shall
thereafter  be  elected  every  three (3) years  for three (3) year  terms.  The
initial directors of Class 3 shall serve until the first (1st) annual meeting of
shareholders.  At the first (1st) annual meeting of shareholders,  the directors
of Class 3 shall be  elected  for a term of  three  (3)  years  and,  after  the
expiration of such term,  shall  thereafter be elected every three (3) years for
three (3) year terms.  Each director shall serve until his successor  shall have
been  elected  and  shall  qualify,  even  though  his term of  office as herein
provided  has  otherwise  expired,  except  in the event of his  earlier  death,
resignation,  removal or  disqualification.  This Article Sixth,  or any portion
thereof,  may be  changed by a by-law  amendment  which is adopted by all of the
then members of Board of Directors.

     SEVENTH:  In furtherance  and not in limitation of the powers  conferred by
the laws of the State of Delaware,  the Board of Directors of the Corporation is
expressly  authorized and empowered to make,  alter or repeal the By-laws of the
Corporation,  subject to the power of the  stockholders  of the  Corporation  to
alter or repeal any By-law made by the Board of Directors.

     EIGHTH:  The  Corporation  reserves  the right at any time and from time to
time to  amend,  alter,  change  or  repeal  any  provisions  contained  in this
Certificate of Incorporation; and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or  inserted,  in the manner
now or hereafter  prescribed by law; and all rights,  preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this  Certificate of  Incorporation in its present
form or as hereafter  amended are granted  subject to the right reserved in this
Article.


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     NINTH: To the fullest extent permitted by the Delaware General  Corporation
Law as the  same  exists  or may  hereafter  be  amended,  a  director  of  this
Corporation  shall not be  liable to the  Corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director.

     TENTH: The name and mailing address of the Incorporator is:

                  Mr. Daniel Borislow
                  Tel-Save
                  22 Village Square
                  New Hope, PA 18938