EXHIBIT 3.1


                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                  TALK.COM INC.

                                      INTO

                               TEL-SAVE.COM, INC.
                          (to be renamed Talk.com Inc.)

     Tel-Save.com,  Inc., a  corporation  organized  and  existing  under and by
virtue of the laws of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That this  corporation  was  incorporated  on the 13th day of June,
1995, pursuant to the General Corporation Law of the State of Delaware.

     SECOND:  That this  corporation  owns all of the outstanding  shares of the
stock of Talk.com Inc., a corporation  incorporated  on or about the 21st day of
April, 1999, pursuant to the General Corporation Law of the State of Delaware.

     THIRD: That this corporation,  by the following resolutions of its Board of
Directors, duly adopted by unanimous written consent of the Board as of the 21st
day of April, 1999, determined to and did merge into itself said Talk.com Inc.:

          RESOLVED, that Tel-Save.com, Inc. merge, and it hereby does merge into
     itself said Talk.com  Inc., and that  Tel-Save.com,  Inc., as the surviving
     corporation, assumes all of its obligations; and

          RESOLVED,  that the merger shall be effective  upon the date of filing
     with the Secretary of State of Delaware; and

          RESOLVED,  that upon such date of  filing,  the name of the  surviving
     corporation (Tel-Save.com, Inc.) shall be changed to Talk.com Inc.; and

          RESOLVED, that the terms and conditions of the merger are as follows:

               1. Upon the  occurrence  of such  merger,  all shares of Talk.com
     Inc.  shall be cancelled,  and the shares of  Tel-Save.com,  Inc.  (renamed
     Talk.com  Inc.) shall  thereafter  constitute  the shares of the  surviving
     corporation.

               2. The Certificate of Incorporation  of Tel-Save.com,  Inc. shall
     remain and be the Certificate of Incorporation of the surviving corporation
     until the same  shall be altered or  amended  according  to the  provisions
     thereof  and in the  manner  permitted  by the  statutes  of the  State  of
     Delaware.



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               3. The  By-laws of  Tel-Save.com,  Inc.  shall  remain and be the
     By-laws  of the  surviving  corporation  until the same shall be altered or
     amended according to the provisions  thereof and in the manner permitted by
     the statutes of the State of Delaware.

               4. The first annual meeting of the  shareholders of the surviving
     corporation  to be held after the effective date of the merger shall be the
     annual meeting  provided,  by the Bylaws of the said  corporation,  for the
     fiscal year 1999.

               5. All  persons  who at the date  when the  merger  shall  become
     effective   shall  be  the   executive   or   administrative   officers  of
     Tel-Save.com,  Inc.  shall be and remain  like  officers  of the  surviving
     corporation  until the board of directors of such  corporation  shall elect
     their respective successors.

               6. The surviving  corporation  shall pay all expenses of carrying
     this agreement into effect and of accomplishing this merger.

          FURTHER RESOLVED, that the proper officers of this corporation be, and
     they hereby are,  directed to make and execute a  Certificate  of Ownership
     and Merger  setting forth a copy of the  resolutions to merge said Talk.com
     Inc. and assume its liabilities and  obligations,  and the date of adoption
     thereof,  and to cause the same to be filed with the Secretary of State and
     a certified  copy  recorded  in the office of the  Recorder of Deeds of New
     Castle County and to do all acts and things  whatsoever,  whether within or
     without the State of Delaware,  which may be in anywise necessary or proper
     to effect said merger.

     FOURTH: That upon filing of this Certificate,  the name of this corporation
shall be changed to Talk.com Inc.  pursuant to  Subsection  (b) of ss.253 of the
General Corporation Law of the State of Delaware.

     FIFTH: Anything herein or elsewhere to the contrary  notwithstanding,  this
merger may be amended or  terminated  and abandoned by the Board of Directors of
Tel-Save.com,  Inc.  at any time prior to the date of filing the merger with the
Secretary of State.


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     IN WITNESS WHEREOF, said Tel-Save.com,  Inc. has caused this Certificate to
be signed  and  attested  to by its duly  authorized  officers  this 26th day of
April, 1999.

                                           TEL-SAVE.COM, INC.
                                           (to be renamed Talk.com Inc.)




                                           By:    /s/Gabriel A. Battista        
                                              ----------------------------------
                                              Name: Gabriel A. Battista
                                              Title: President, CEO and Chairman

ATTEST:



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







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