SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
              OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                      FOR THE YEAR ENDED DECEMBER 31, 1996

                          COMMISSION FILE NO. 0 - 26728

                             Tel-Save Holdings, Inc.
             (Exact name of registrant as specified in its charter)

             Delaware                        23-2827736
      (State or other jurisdiction of   (I.R.S. Employer
      incorporation or organization)    Identification Number)


                                 6805 Route 202
                          New Hope, Pennsylvania 18938
                                 (215) 862-1500
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
--------------------                ------------------------------------------
      None                                   Not applicable

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share

     Indicate by check mark whether the  Registrant  (1) has filed all documents
and  reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter  period
that the  Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment of this Form 10-K. [ ]

     The aggregate  market value of voting stock held by non-  affiliates of the
registrant  as of April 28,  1997 was  approximately  $580,777,000  based on the
average  of the high and low  prices of the  Common  Stock on April 28, 1997  of
$14.6875 per share as reported on the Nasdaq National Market.

     As of April 28, 1997, the Registrant had outstanding  64,258,823  shares of
its Common Stock, par value $.01 per share.


<PAGE>

         This Form 10-K/A is being filed in accordance with General  Instruction
G.(3) to include the information required by Part III of Form 10-K.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS

         The  Company's  Amended  and  Restated   Certificate  of  Incorporation
provides that the Board of Directors shall consist of not less than one nor more
than 15 persons,  the exact number to be fixed and determined  from time to time
by resolution of the Board of Directors. The Board of Directors has acted to fix
the number of directors at seven. Pursuant to the terms of the Company's Amended
and Restated  Certificate  of  Incorporation,  the Board of Directors is divided
into three classes, as nearly equal in number as reasonably possible, with terms
currently  expiring at the annual meeting of  stockholders in 1997 ("Class II"),
the annual meeting of stockholders in 1998 ("Class I") and the annual meeting of
stockholders in 1999 ("Class III"), respectively.

         The following  sets forth  certain  biographical  information,  present
occupation and business experience for the past five years for each of the Class
I, Class II and Class III directors.

         CLASS I:  DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998

         DANIEL  BORISLOW,  AGE 35. Mr.  Borislow  founded  the  Company and has
served as a director  and as Chief  Executive  Officer of the Company  since its
inception  in 1989.  Prior to founding  the  Company,  Mr.  Borislow  formed and
managed a cable construction company.

         RONALD R. THOMA,  AGE 61. Mr. Thoma currently  serves as Executive Vice
President of Crown Cork and Seal Company,  Inc. where he has been employed since
1955. Mr. Thoma has served as a director of the Company since 1995.

         CLASS II:  DIRECTORS WHOSE TERMS WILL EXPIRE IN 1997

         GARY W. MCCULLA,  AGE 37. Mr. McCulla currently serves as President and
Director of Sales and Marketing.  In 1991,  Mr. McCulla  founded GNC and was its
President.  Until March 1994,  GNC was a  privately-held  independent  marketing
company and one of the Company's partitions.  At that time, the Company acquired
certain assets of GNC.

         GEORGE FARLEY,  AGE 58. Mr. Farley is currently Group Vice President of
Finance/Chief   Financial   Officer  of  Twin  County  Grocers,   Inc.,  a  food
distribution company. Prior to joining Twin County in September 1995, Mr. Farley
was a partner of BDO Seidman LLP, where he had served as a partner since 1974.

         HAROLD FIRST, AGE 60. Mr. First currently serves as a director of Cadus
Pharmaceutical Corporation. Mr. First served as Chief Financial Officer of Icahn
Holdings Corporation and related

<PAGE>

entities  from  December 1990 through  December  1992.  Mr. First is a certified
public accountant. Mr. First has served as a director of the Company since 1995.

         CLASS III:  DIRECTORS WHOSE TERMS WILL EXPIRE IN 1999

         EMANUEL J. DEMAIO,  AGE 38. Mr.  DeMaio  joined the Company in February
1992 and  currently  serves as Chief  Operations  Officer.  Prior to joining the
Company,  from  1981  through  1992,  Mr.  DeMaio  held  various  technical  and
managerial positions with AT&T.

         JOSEPH A. SCHENK, AGE 38. Mr. Schenk joined the Company in January 1996
and currently serves as Chief Financial Officer and Treasurer. He is a certified
public  accountant.  From  September  1993 to January 1996,  Mr. Schenk was Vice
President,  Capital Markets Group, with Jefferies & Co.  Previously,  Mr. Schenk
was Vice  President of Transcap  Associates,  a venture  capital firm,  and held
various roles with Price Waterhouse and Deloitte & Touche.

EXECUTIVE OFFICERS

         Information  with  respect  to  executive  officers  of the  Company is
presented following Item 4 of this report.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Under Section 16(a) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  the Company's  directors and certain officers and persons
who are the  beneficial  owners of more than 10 percent of the Common  Stock are
required to report  their  ownership  of the Common  Stock,  options and certain
related  securities  and any changes in that  ownership  to the  Securities  and
Exchange  Commission  ("SEC").  Specific  due dates for these  reports have been
established,  and the Company is required to report in this proxy  statement any
failure to file by such dates in 1996. Although the Company believes that all of
the required filings have been made, the Company failed to inform Messrs.  First
and Thoma that the grant of certain  stock  options  could not be  reported on a
deferred  basis.  Promptly upon receipt of such  notification  from the Company,
Messrs.  First  and Thoma  each  filed a report  relating  to the grant of those
options approximately one month late. In making this statement,  the Company has
relied on copies of the reporting forms received by it.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table sets forth  information as to the compensation paid
by the Company to the Chief  Executive  Officer for  services  rendered  and the
four other most highly compensated  executive officers (the "Named  Executives")
of the Company for the fiscal years ended December 31, 1996, 1995 and 1994.

<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                                                                                                    
                                                                                                           Long Term 
                                                                                                         Compensation
                                                                     Annual Compensation                             
                                                                                                          Securities 
                                                                                                          Underlying 
                                                                                                         Options/SARs
Name and Principal Position                         Year               Salary(1)         Bonus(1)           (#)(2)   
---------------------------                         ----               ---------         --------        -------------
<S>                                                 <C>                <C>               <C>                     
DANIEL BORISLOW, Chairman and Chief Executive       1996               $325,000          $500,000              --
Officer                                             1995               $300,000            $5,769              --
                                                    1994               $275,000              --                --

GARY W. MCCULLA, President and Director of          1996               $300,000          $350,000           900,000
Sales and Marketing                                 1995               $240,000          $304,615           199,200
                                                    1994               $150,000          $450,000(3)        783,900

EMANUEL J. DEMAIO, Chief Operations Officer         1996               $165,000          $150,000           270,000
                                                    1995               $130,000          $152,500           199,200
                                                    1994               $120,000          $ 25,000              --

EDWARD B. MEYERCORD, III(4),                        1996               $ 52,000          $400,000           800,000
Executive Vice President--Marketing and
Corporate Development

JOSEPH A. SCHENK,                                   1996               $180,000          $ 18,000           600,000
Chief Financial Officer

</TABLE>

-----------------------------------

(1)      The costs of certain  benefits  are not  included  because they did not
         exceed,  in the case of each Named Executive,  the lesser of $50,000 or
         10% of the total annual salary and bonus reported in the above table.

(2)      As  adjusted  to reflect a  two-for-one  stock  split  effective  as of
         January 31, 1997.

(3)      In March  1994,  GNC, a partition  wholly  owned by Mr.  McCulla,  sold
         certain   assets  to  the  Company  for  $300,000  and,  in  connection
         therewith,  Mr. McCulla agreed to become an employee of the Company and
         was paid $450,000.

(4)      Mr.  Meyercord  was hired by the Company  effective  as of September 5,
         1996.  In  connection  therewith,  Mr.  Meyercord  was paid  $400,000.


<PAGE>


STOCK OPTION GRANTS

         The following table sets forth further information  regarding grants of
options to  purchase  Common  Stock made by the  Company  during the fiscal year
ended December 31, 1996 to the Named Executives.
<TABLE>
<CAPTION>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                           
                                           
                                           
                                                                                         Potential Realizable
                                            Percent of                                     Value at Assumed
                                               Total                                     Annual Rates of Stock
                            Number of        Options/                                   Price Appreciation for
                            Securities         SARs                                         Option Term(3)
                            Underlying      Granted to        Exercise  
                           Options/SARs    Employees in       Price per      Expiration       5%           10%
Name                      Granted(1)(2)       1996            Share(2)          Date         ($)           ($)
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>              <C>             <C>           <C>            <C>
Gary W. McCulla               450,000        13.5%             $ 4.58         7/12/98       268,000        558,000
                              450,000                          $ 4.58         7/12/99       385,000        819,000

Emanuel J. DeMaio             135,000         4.1%             $ 4.58         7/12/98        80,000        167,000
                              135,000                          $ 4.58         7/12/99       115,000        246,000

Edward B. Meyercord, III(4)   266,666        12.0%             $11.13         9/5/99        468,000        982,000
                              266,666                          $11.13         9/5/00        640,000      1,377,000
                              266,666                          $11.13         9/5/01        820,000      1,812,000

Joseph A. Schenk              600,000         9.0%             $ 4.25         7/16/97       194,000        395,000
</TABLE>

(1)      Options  generally  are not  vested  until 12 months  after the date of
         original  grant and expire either six months or two years from the date
         of vesting.

(2)      The  number  of  shares  of Common  Stock, underlying  options  and the
         exercise   price  of  the  options  has  been  adjusted  to  reflect  a
         two-for-one stock split in the form of a stock dividend effective as of
         January 31, 1997.

(3)      Disclosures  of the 5% and 10% assumed  annual  compound rates of stock
         appreciation  are mandated by the rules of the SEC and do not represent
         the Company's estimate or projection of future common stock prices. The
         actual  value  realized  may be  greater  or less  than  the  potential
         realizable value set forth in the table.

(4)      Such options have been granted  subject to  stockholder  approval.  

<PAGE>



         The  following  table sets forth  information  concerning  the year-end
value of unexercised in-the-money options held by each of the Named Executives.

<TABLE>
<CAPTION>

                  AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUES 

                                                                       Number of Securities     Value of Unexercised
                                                                      Underlying Unexercised        In-the-Money
                                                                           Options/SARs            Options/SARs at
                                                                      at Fiscal Year-End(#)     Fiscal Year-End($)(1)
                                                                     -------------------------------------------------
                          Shares Acquired                                 Exercisable/             Exercisable/
Name                        on Exercise(#)     Value Realized($)         Unexercisable(2)           Unexercisable

<S>                     <C>                    <C>                        <C>                    <C>        
Daniel Borislow                  -                   -                      300,000/   -           4,254,000/     -

Gary W. McCulla               600,000            $5,709,000                 383,100/900,000        4,534,113/8,928,000

Emanuel J. DeMaio             330,000            $3,230,700                 497,100/270,000        6,200,286/2,678,400

Edward B. Meyercord, III         -                   -                         -   /800,000             -   /2,696,000

Joseph A. Schenk                 -                   -                         -   /600,000             -   /6,150,000
</TABLE>

(1)      Based on a year-end  fair  market  value of the  underlying  securities
         equal to $14.50 as adjusted to reflect a two-for-one stock split in the
         form of a stock dividend effective as of January 31, 1997).


EMPLOYMENT CONTRACTS

         Daniel Borislow is a party to an employment  agreement with the Company
that expires in September 2000.  Under the terms of the agreement,  Mr. Borislow
is entitled to an annual base salary of $300,000,  customary benefits and a cost
of living  adjustment  based upon the  Consumer  Price Index as published by the
Department of Labor.  In March 1996, the  non-employee  director  members of the
Compensation Committee approved an increase in Mr. Borislow's annual base salary
to $325,000.

         Gary W. McCulla is a party to an employment  agreement with the Company
that expires on April 1, 1999. Under the contract,  Mr. McCulla is entitled to a
minimum annual base salary of $300,000 for each year.

         Emanuel  J.  DeMaio  is a party  to an  employment  agreement  with the
Company that expires April 1, 1999.  Under the contract,  Mr. DeMaio is entitled
to a minimum annual base salary of $165,000 for the first year, $175,000 for the
second year and $185,000 for the third year.

         Edward B. Meyercord,  III entered into a five-year employment agreement
with the Company  effective  as of September 5, 1996.  Under the  contract,  Mr.
Meyercord is entitled to a minimum annual base salary of $210,000 for each year.


<PAGE>


         Joseph A. Schenk  entered into a three-year  employment  agreement with
the Company  effective as of January 16, 1996. Under the terms of the agreement,
Mr. Schenk is entitled to a minimum annual base salary of $200,000.

         The  above-described  agreements  require  each  of the  executives  to
maintain the confidentiality of Company information and assign inventions to the
Company.  In  addition,  each of such  executive  officers  has agreed that such
person  will not compete  with the  Company by  engaging in any  capacity in any
business that is competitive with the business of the Company during the term of
his respective agreement and thereafter for specified periods.

COMPENSATION OF DIRECTORS

         The Company pays non-employee  directors an annual retainer of $20,000.
As of March 16, 1996,  the Company's  employee  directors  approved the grant to
each  non-employee  director  of an option to purchase  40,000  shares of Common
Stock.  The  Board  may,  from  time to time in the  future,  grant  options  to
non-employee   directors.   Non-employee   directors  also  are  reimbursed  for
reasonable  expenses incurred in connection with attendance at Board meetings or
meetings of committees thereof.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Daniel Borislow, the Chief Executive Officer of the Company,  serves on
the Compensation  Committee.  Mr.  Borislow's  compensation is determined by the
non-employee  director  members of the  Compensation  Committee,  subject to the
terms of Mr. Borislow's employment agreement. See "Employment Contracts."

         In connection with a reorganization of a predecessor corporation to the
Company,  Mr.  Borislow was granted the right to request  certain loans from the
Company of up to $5 million,  bearing interest at 8.75% and secured by shares of
Mr. Borislow's Common Stock. During the first quarter of 1996, the entire amount
of such loans was outstanding.  Mr. Borislow discharged such indebtedness,  plus
accrued interest, and relinquished any rights to additional loans in April 1996.


<PAGE>


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table sets forth certain information known to the Company
with respect to beneficial  ownership of the Company's  Common Stock as of April
29, 1997 (except as otherwise noted) by (i) each stockholder who is known by the
Company to own  beneficially  more than five percent of the  outstanding  Common
Stock,  (ii)  each of the  Company's  directors,  (iii)  each  of the  executive
officers  named below and (iv) all current  directors and executive  officers of
the  Company  as a group.  Except as  otherwise  indicated  below,  the  Company
believes that the  beneficial  owners of the Common Stock listed below have sole
investment and voting power with respect to such shares.

                                                   Number of         Percent of
                                                    Shares             Shares
                                                 Beneficially       Beneficially
      Name                                          Owned(1)           Owned
     ------                                     -------------       ------------
                                                                  
Daniel Borislow                                 24,236,540(2)(3)(7)     37.6%
Putnam Investments, Inc.(4)                         8,045,342           12.5%
  One Post Office Square                                          
  Boston, Massachusetts  02109                                    
Paul Rosenberg                                   7,590,000(2)           11.8%
  4068 Boc Aire Boulevard                                         
  Boca Raton, Florida 33487                                       
Massachusetts Financial Services Company(5)         6,983,500           10.9%
  500 Boylston Street                                             
  Boston, Massachusetts  02116                                    
FMR Corp.(6)                                        4,812,300            7.5%
  82 Devonshire Street                                            
  Boston, Massachusetts  02109                                    
Gary W. McCulla                                       383,100(7)          *
Emanuel J. DeMaio                                     497,100(7)          *
Joseph A. Schenk                                      600,000             *
Edward B. Meyercord, III                                 ----             *
George Farley                                            ----             *
Harold First                                           70,000             *
Ronald R. Thoma                                        70,000             *
All directors and executive officers                              
as a group (11 persons)(7)                         26,376,540           40.0%
----------                                                        
*  Less than 1%.                                               


<PAGE>


1 The securities  "beneficially  owned" by a person are determined in accordance
with the  definition of "beneficial  ownership" set forth in the  regulations of
the Securities and Exchange  Commission  ("SEC") and,  accordingly,  may include
securities owned by or for, among others, the spouse,  children or certain other
relatives of such person. The same shares may be beneficially owned by more than
one  person.  Beneficial  ownership  may  be  disclaimed  as to  certain  of the
securities.  The  number of shares of Common  Stock  reported  herein  have been
adjusted to reflect a two-for-one stock split effective as of January 31, 1997.

2 Includes 7,590,000 shares of Common Stock owned of record by Mr. Rosenberg for
which Mr. Borislow has the right to vote pursuant to a voting trust agreement.

3 Includes 300,000 shares of Common Stock that may be acquired upon the exercise
of stock options.

4 Based on  information  provided  to the  Company,  Putnam  Investments,  Inc.,
together  with certain  affiliates,  reports  beneficial  ownership of 8,045,342
shares as of March 11, 1997.

5 Massachusetts Financial Services Company ("MFS"), an investment adviser, filed
an  amendment  to a Schedule 13G with the SEC on April 17, 1997 (the "MFS 13G"),
in which it reported  beneficial  ownership  of 6,983,500  shares,  6,223,400 of
which are also  beneficially  owned by MFS Series Trust II--MFS  Emerging Growth
Fund,  an  investment  company,  and  760,100 of which are also owned by certain
non-reporting entities as well as MFS. The foregoing information is derived from
the MFS 13G.

6 FMR Corp. and Fidelity  International Limited (collectively  "Fidelity") filed
Schedules 13D with the SEC on April 25, 1997 (the "Fidelity 13Ds") in which they
and certain  affiliates  reported  beneficial  ownership of a total of 4,812,300
shares. The foregoing information is derived from the Fidelity 13Ds.

7 Includes  shares of Common  Stock that may be  acquired  upon the  exercise of
stock  options  within 60 days of April 29, 1997 in the following  amounts:  Mr.
Borislow,  300,000 shares (see note 2); Mr. McCulla,  383,100 shares; Mr. DeMaio
497,100 shares;  Mr. First,  70,000 shares;  Mr. Thoma,  70,000 shares;  and all
directors and officers as a group, 1,660,000 shares.

<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.

         See "Compensation Committee Interlocks and Insider Participation" under
Item 11 hereto.



<PAGE>




                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                           TEL-SAVE HOLDINGS, INC.



                                            By: /s/ Daniel Borislow
                                               --------------------------------
                                                Daniel  Borislow  Chairman  of
                                                the Board of Directors,  Chief
                                                Executive Officer and Director
                                                


Date: April 30, 1997


<PAGE>


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated below:


        Signature                 Title                    Date
        ---------                 -----                    -----

  /s/ Daniel Borislow      Chairman of the Board       April 30, 1997 
  ----------------------   of Directors, Chief                        
     Daniel Borislow       Executive Officer and                      
                           Director (Principal                        
                           Executive Officer)                         
                                                                      
  /s/ Gary W. McCulla      President, Director         April 30, 1997 
  ----------------------   of Sales and Marketing                     
     Gary W. McCulla       and Director                               
                                                                      
  /s/ Emanuel J. DeMaio    Chief Operations            April 30, 1997 
  ----------------------   Officer and Director                       
    Emanuel J. DeMaio                                                 
                                                                      
  /s/ Joseph A. Schenk     Chief Financial Officer     April 30, 1997 
  ----------------------   and Director (Principal                    
     Joseph A. Schenk      Financial Officer)                         
                                                                      
  /s/ Kevin R. Kelly       Controller (Principal       April 30, 1997 
  ----------------------   Accounting Officer)                        
      Kevin R. Kelly                                                  
                                                                      
                                                                      
  /s/ George P. Farley     Director                    April 30, 1997 
  ----------------------                                              
    George P. Farley                                                  
                                                                      
                                                                      
  /s/ Harold First         Director                    April 30, 1997 
  ----------------------                                              
       Harold First                                                   
                                                                      
  /s/ Ronald R. Thoma      Director                    April 30, 1997 
  ----------------------   
     Ronald R. Thoma