SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ______________
                                    FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                      1934
                   For the fiscal year ended December 31, 2001
                           Commission File No. 0-26728

                           TALK AMERICA 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)

   12020 SUNRISE VALLEY DRIVE, SUITE 250             20191
           RESTON, VIRGINIA                        (zip code)
 (Address of principal executive offices)

                                 (703) 391-7500
              (Registrant's telephone number, including area code)

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
        RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                (Title of class)
                                ----------------

     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  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.  [  ]

     As  of  March  29, 2002, the aggregate market value of voting stock held by
non-affiliates  of  the  registrant,  based  on  the average of the high and low
prices  of  the Common Stock on March 29, 2002 of $0.43 per share as reported on
the  Nasdaq  National  Market,  was  approximately $34,740,238.36 (calculated by
excluding solely for purposes of this form outstanding shares owned by directors
and  executive  officers).

     As  of March 29, 2002, the registrant had issued and outstanding 81,652,721
shares  of  its  Common  Stock,  par  value  $.01  per  share.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

                      ITEMS OMITTED PURSUANT TO RULE 12B-25

Item 1, Item 6, Item 7, Item 8, Item 14-Financial Statements.


                                        1
<PAGE>


                           TALK AMERICA HOLDINGS, INC.

                               INDEX TO FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>

ITEM                                                                      PAGE
NO.                                                                        NO.
---                                                                        ---

<S>                                                                         <C>
                            PART I
 2. Properties                                                              3
 3. Legal Proceedings                                                       3
 4. Submission of Matters to a Vote of Security Holders                     3

                           PART II
 5. Market for Registrant's Common Equity and Related Stockholders Matters  4
7A. Quantitative and Qualitative Disclosure About Market Risk               4
 9. Changes in and Disagreements with Accountants and Financial Disclosure  4

                           PART III
10. Directors and Executive Officers of the Registrant                      5
11. Executive Compensation                                                  7
12. Security Ownership of Certain Beneficial Owners and Management          9
13. Certain Relationships and Related Transactions                         10

                           PART IV
14. Exhibits and Reports on Form 8-K                                       10

</TABLE>

                                        2
<PAGE>

                                     PART I


ITEM  2.  PROPERTIES

     The  Company  leases an approximately 8,000 square foot facility in Reston,
Virginia, that serves as the Company's headquarters and is where a number of the
Company's  executives  and  marketing personnel are located. The Company owns an
approximately  24,000  square  foot facility in New Hope, Pennsylvania where the
Company's finance, legal and programming personnel are located. The Company also
leases  properties  in  the  cities  in which switches for its network have been
installed.

     With  respect  to  the  Company's  sales, provisioning and customer service
operations,  the  Company  owns  a  32,000  square  foot  facility  located  in
Clearwater, Florida. The Company also leases the following facilities for sales,
provisioning  and  customer  service  operations: an approximately 29,000 square
foot  facility in Orlando, Florida, an approximately 13,000 square foot facility
in  Greenville, South Carolina, and an approximately 12,000 square foot facility
in  Fort  Myers,  Florida.


ITEM  3.  LEGAL  PROCEEDINGS

     The  Company  is  party  to  a  number  of  legal  actions and proceedings,
including  purported  class  actions,  arising  from the Company's provision and
marketing  of  telecommunications  services,  as well as certain arbitration and
legal  actions and regulatory investigations and enforcement proceedings arising
in  the  ordinary  course  of  business.  The Company believes that the ultimate
outcome  of the foregoing actions will not result in liability that would have a
material  adverse  effect  on  the  Company's  financial condition or results of
operations.   However,  it  is  possible  that,  because  of fluctuations in the
Company's cash position, the timing of developments with respect to such matters
that  require cash payments by the Company, while such payments are not expected
to  be material to the Company's financial condition, could impair the Company's
ability  in  future  interim  or  annual  periods  to  continue to implement its
business  plan, which could affect the Company's results of operations in future
interim  or  annual  periods.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

         None.

                                        3
<PAGE>

                                     PART II

ITEM  5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


     The  Company's  Common Stock, $.01 par value per share ("Common Stock"), is
traded  on  the  Nasdaq  National  Market under the symbol "TALK".  High and low
quotations  listed below are actual closing sales prices as quoted on the Nasdaq
National  Market:

<TABLE>
<CAPTION>


 COMMON STOCK                      PRICE RANGE OF COMMON STOCK
 ------------                     ----------------------------


                                         HIGH     LOW
                                       -------   ------
<S>                                     <C>      <C>
2000
First Quarter                          $ 20.63 $ 13.44
Second Quarter                            16.5    5.63
Third Quarter                             8.06    4.25
Fourth Quarter                            4.81    0.56
2001
First Quarter                             2.53    1.28
Second Quarter                            2.51    0.91
Third Quarter                             1.06    0.33
Fourth Quarter                            0.52    0.34
2002
First Quarter (through March 29, 2002)    0.64    0.37

</TABLE>

     As  of  March  29,  2002, there were approximately 1,063 record holders of
Common  Stock.

     The  Company  has  never declared or paid any cash dividends on its capital
stock.  The  Company  currently  intends  generally to retain future earnings to
finance  the  growth  and  development  of its business and, therefore, does not
anticipate  paying  cash  dividends  in the foreseeable future. In addition, the
Company's  debt instruments, including the credit facility agreement and related
guarantee to MCG Finance Corporation and the 2011 Convertible Note, prohibit the
Company  from  paying  any  dividends  on  its  capital  stock.


ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK.

     In  the normal course of business, the financial position of the Company is
subject  to  a  variety  of  risks,  such  as the collectibility of its accounts
receivable and the receivability of the carrying values of its long-term assets.
The  Company's  long-term  obligations  consist primarily of its own convertible
notes  and  credit  facility.  The  Company  does  not  presently enter into any
transactions  involving  derivative financial instruments for risk management or
other  purposes  due  to  the  stability  in  interest rates in recent times and
because  management doe not consider the potential impact of changes in interest
rates  to  be  material.

     The  Company's  available  cash balances are invested on a short-term basis
(generally  overnight)  and,  accordingly,  are not subject to significant risks
associated  with  changes in interest rates.  Substantially all of the Company's
cash  flows  are  derived  from  its operations within the United States and the
Company  is  not  subject  to  market  risk  associated  with changes in foreign
exchange  rates.


ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  AND  FINANCIAL
             DISCLOSURE

Not  applicable.


                                        4
<PAGE>
                                    PART III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

DIRECTORS  AND  EXECUTIVE  OFFICERS

     The  directors  and  executive officers of the Company as of March 29, 2002
were  as  follows:

<TABLE>
<CAPTION>

      NAME                   AGE                  POSITION
      ----                   ---                  --------
<S>                           <C>  <C>
Gabriel Battista (3)          57    Chairman of the Board of Directors, Chief Executive
                                    Officer and Director
Warren Brasselle              44    Senior Vice President, Operations
Jeffrey Earhart               40    Senior Vice President, Customer Operations
Mark S. Fowler (1)            59    Director
Kevin D. Griffo               41    Executive Vice President - Sales and Marketing
Aloysius T. Lawn, IV          43    Executive Vice President - General Counsel and
                                    Secretary
Arthur J. Marks (2)           57    Director
Edward B. Meyercord, III (2)  36    President, Treasurer and Director
Ronald R. Thoma (3)           67    Director
George Vinall                 46    Executive Vice President - Business Development
Thomas Walsh                  42    Senior Vice President - Finance
David G. Zahka                42    Chief Financial Officer
</TABLE>

(1)     Director  whose  term  expires  in  2002.
(2)     Director  whose  term  expires  in  2003.
(3)     Director  whose  term  expires  in  2004.

All  officers  are  elected  annually  by the Board of Directors and hold office
until  their  successors  are  elected  and  qualified.

GABRIEL  BATTISTA.  Mr. Battista currently serves the Company as its Chairman of
the Board of Directors and Chief Executive Officer. Prior to joining the Company
in  January  of  1999  as  a  Director and Chief Executive Officer, Mr. Battista
served  as Chief Executive Officer of Network Solutions Inc., an Internet domain
name  registration  company.  Prior  to  joining Network Solutions, Mr. Battista
served  both  as  CEO  and  as  President and Chief Operating Officer of Cable &
Wireless,  Inc.,  a  telecommunication  provider.  His  career  also  included
management positions at US Sprint, GTE Telenet and The General Electric Company.
Mr.  Battista  serves  as  a  director  of  Capitol  College, Systems & Computer
Technology  Corporation  (SCTC),  Online Technologies Group, Inc. (OTG), and VIA
Net.works  (VNWI).

WARREN  BRASSELLE.  Since  April  2000,  Mr. Brasselle has served as Senior Vice
President  of  Operations  for  the  Company.  Prior to joining the Company, Mr.
Brasselle  was Vice President of Operations for Cable and Wireless North America
since  1996,  where he was broadly responsible for the design, provisioning, and
maintenance of Cable & Wireless' voice, data, and IP network. Mr. Brasselle also
held  a  variety  of  operational  positions  at  MCI, now MCI WorldCom Inc. and
Williams  Telecommunications.

JEFFREY EARHART. Mr. Earhart currently serves as Senior Vice President, Customer
Operations  of the Company. Between 1997 and 2000, he served the Company as Vice
President, Operations. Mr. Earhart originally joined the Company as its Director
of  Retail  Sales and Provisioning in 1990, a position he held until 1992. Prior
to  rejoining the Company in 1997, Mr. Earhart served as President of Collective
Communications  Services, an independent long distance reseller of long distance
services  of  the  Company.

                                        5
<PAGE>

MARK  S.  FOWLER.  Mr. Fowler has been a director of the Company since September
1999.  From  1981  to  1987, he was the Chairman of the FCC.  From 1987 to 1994,
Mr.  Fowler  was  Senior Communications Counsel at Latham & Watkins, a law firm,
and  of  counsel  from  1994  to  2000.  From  1991 to 1994, he was the founder,
Chairman  and  Chief  Executive  Officer  of  PowerFone  Holdings  Inc.,  a
telecommunications  company.  From 1994 to 2000 he was a founder and chairman of
UniSite,  Inc.,  a  developer  of  antenna  sites  for  use by multiple wireless
operators.  From  1999  to  date Mr. Fowler has served as a director of Pac-West
Telecomm,  Inc.,  a  competitive local exchange carrier.  From 1999 to date, Mr.
Fowler has served as a director of Beasley Broadcast Group, a radio broadcasting
company.  Mr.  Fowler  is  also a founder and serves as Chairman of the Board of
Directors  of AssureSat, Inc., a provider of telecommunications satellite backup
services.

KEVIN  D.  GRIFFO.  Mr.  Griffo  has  served  as  the  Company's  Executive Vice
President  - Sales and Marketing since March 2000. Prior to joining the Company,
Mr.  Griffo  was  the  President and Chief Operating Officer of Access One.  Mr.
Griffo  was  also  employed by AMNEX from January 1995 to December 1997, holding
various  positions,  including  Chief Operating Officer and President of AMNEX's
Telecommunications  Division.

ALOYSIUS  T. LAWN, IV. Mr. Lawn joined the Company in January 1996 and currently
serves  as  Executive  Vice  President - General Counsel and Secretary. Prior to
joining the Company, from 1985 through 1995, Mr. Lawn was an attorney in private
practice.  Mr. Lawn is a director of Stonepath Group, Inc., a global, integrated
logistics  services  organization.

ARTHUR J. MARKS. Mr. Marks has been a director of the Company since August 1999.
He  is  currently a general partner of Valhalla Partners, a private equity fund.
From  1984  through  2001,  Mr.  Marks  was  a General Partner of New Enterprise
Associates,  a  private  equity  fund  that  invests in early stage companies in
information  technology  and  medical  and  life sciences. Mr. Marks serves as a
director  of  two  publicly traded software companies, Mobius Management Systems
and  Progress  Software  Corp.,  as  well  as one publicly traded communications
equipment company, Advanced Switching Communications. He is also a director of a
number  of  privately  held  companies.

EDWARD  B.  MEYERCORD,  III.  Mr.  Meyercord  currently serves as the President,
Treasurer and Director of the Company. Mr. Meyercord was elected to the Board of
Directors and President of the Company in May 2001. He served as Chief Financial
Officer of the Company between August 1999 and December 2001 and Chief Operating
Officer  of the Company between January 2000 and May 2001. He joined the Company
in  September  of  1996 as the Executive Vice President, Marketing and Corporate
Development.  Prior  to  joining  the  Company,  Mr.  Meyercord  served  as Vice
President  in  the  Global Telecommunications Corporate Finance Group at Salomon
Brothers, Inc., based in New York and prior to Salomon Brothers he worked in the
corporate  finance  department  at  Paine  Webber  Incorporated.

RONALD  R.  THOMA.  Mr. Thoma is currently a business consultant, having retired
in  early  2000  as  an Executive Vice President of Crown Cork and Seal Company,
Inc.,  a  manufacturer  of  packaging products, where he had been employed since
1955.  Mr.  Thoma  has  served  as  a  director  of  the  Company  since  1995.

GEORGE  VINALL.  Mr.  Vinall  joined the Company in January of 1999 as Executive
Vice  President - Business Development.  Prior to joining the Company, he served
as  President  of  International  Protocol  LLC,  a telecommunication consulting
business,  as  General  Manager  of  Cable  &  Wireless  Internet  Exchange,  an
international  Internet  service  provider,  and as Vice President, Regulatory &
Government  Affairs  of  Cable  and  Wireless North America, a telecommunication
provider.

THOMAS  M.  WALSH.  Mr.  Walsh joined the Company in September of 2000 as Senior
Vice  President  - Finance.  Before joining the Company, he served as a director
at  Comcast  Cellular Communications, a telecommunications company, from 1996 to
1999,  and  Regional  Controller  of  Southwestern  Mobil  Systems,  a successor
corporation,  from  1999  to  2000.  Prior to Comcast Cellular Communications he
worked  for  Call Technology Corporation, a telecommunications company, where he
was  responsible  for  all  finance  and accounting functions as Chief Financial
Officer.  Prior to his tenure with Call Technology Corporation, Mr. Walsh served
as Audit Manager for Ernst & Young.  Mr. Walsh is a Certified Public Accountant.

DAVID  G.  ZAHKA.  Mr.  Zahka  joined  the  Company in December of 2001 as Chief
Financial Officer.  Before joining the Company, he spent more than 15 years with
PaineWebber  Incorporated,  and  its successor UBS Warburg, where he served most
recently as Executive Director of the Financial Sponsors Group.  At PaineWebber,
Mr. Zahka also served as Senior Vice President of Debt Capital Markets and First
Vice  President  of  the  Utility  Finance  Group.


COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's  directors  and  certain  officers  and persons who are the beneficial
owners  of  more than 10 percent of the Common Stock of the Company are required
to  report  their  ownership  of  the  Common Stock, options and certain related
securities  and any changes in that ownership to the SEC. Specific due dates for
these  reports  have been established, and the Company is required to report any
failure  to  file  by  such  dates in 2001. The Company believes that all of the
required  filings  have been made in a timely manner, except that, due solely to
an  administrative  error  by the Company, one transaction by Mr. Fowler was not
reported  timely.  In making this statement, the Company has relied on copies of
the  reporting  forms  received  by  it.

                                        6
<PAGE>

ITEM  11.  EXECUTIVE  COMPENSATION.

     The  following  table  sets  forth  information  for the fiscal years ended
December  31,  2001,  2000 and 1999 as to the compensation for services rendered
paid  by  the  Company to the Chief Executive Officer and to the four other most
highly  compensated  executive  officers  of the Company whose annual salary and
bonus  exceeded  $100,000.

Summary  Compensation  Table

<TABLE>
<CAPTION>
                                               ANNUAL  COMPENSATION             LONG  TERM
                                                                               COMPENSATION
                                               --------------------            ------------

                                                                                 SECURITIES
                                                                                 UNDERLYING
NAME AND PRINCIPAL POSITION                 YEAR   SALARY (1)    BONUS (1)      OPTIONS/SARS
------------------------------------------  ----  -----------  ----------    ------------------
<S>                                         <C>   <C>            <C>         <C>

Gabriel Battista, Chairman of the Board     2001          --(2)          --                 --
of Directors,  Chief Executive Officer      2000          --(2)  $   50,000          500,000(3)
and Director                                1999  $1,500,000(2)  $  750,000                 --

Edward B. Meyercord, III, President,        2001  $    300,000           --                 --
Director and Treasurer                      2000  $    298,000   $   30,000          350,000(3)
                                            1999  $    225,385   $  150,000       450,000(4)(9)

Aloysius T. Lawn, IV, Executive Vice        2001  $    275,000           --                 --
President - General Counsel and             2000  $    260,500   $   27,500          312,500(3)
Secretary                                   1999  $    233,269   $  150,000       210,000(4)(9)

Kevin Griffo, Executive Vice President -    2001  $    250,000   $   16,667(7)              --
Sales and Marketing                         2000  $  247,345(5)  $   41,667(7)     1,563,114(3)
                                                                                         (8)(9)
                                            1999  $  131,885(6)          --          57,143 (6)

George Vinall, Executive Vice President -   2001  $    250,000           --                 --
Business  Development                       2000  $    248,000   $   25,000          245,000(3)
                                            1999  $    200,000   $  150,000                 --
</TABLE>

(1)     The  costs  of  certain  benefits  not properly categorized as salary or
benefits  are  not  included  because  they  did  not exceed, in the case of any
executive  officer named in the table, the lesser of $50,000 or 10% of the total
annual  salary  and  bonus  reported  in  the  above  table.

(2)     Under  his  employment  agreement  with  the  Company,  Mr.  Battista is
entitled  to  a  minimum annual salary of $500,000.  Mr. Battista's salary shown
for  1999  includes,  in  addition  to the $500,000 annual base salary for 1999,
$1,000,000 representing a prepayment of $500,000 in salary for each of the years
2000  and  2001  as  provided  in  Mr.  Battista's employment agreement with the
Company.  Therefore,  no  salary  was  paid  to  Mr.  Battista  in  2001.

(3)  Options  to  purchase  the  Company's  common stock. The options granted to
Messrs.  Battista,  Meyercord,  Lawn,  Griffo  and Vinall were granted under the
Company's  2000  Long Term Incentive Plan. In 2000, Mr. Battista was granted (i)
options  to purchase 250,000 shares of the Company's common stock at an exercise
price  of  $2.00  per share that vest in five years and (ii) options to purchase
250,000  shares  of the Company's common stock at an exercise price of $4.75 per
share that vest over three years. In 2000, Mr. Meyercord was granted (i) options
to purchase 150,000 shares of the Company's common stock at an exercise price of
$2.00  per  share  that  vest in five years and (ii) options to purchase 200,000
shares  of  the  Company's  common stock at an exercise price of $4.75 per share
that  vest  over  three  years.  In  2000,  Mr.  Lawn was granted (i) options to
purchase  137,500  shares  of the Company's common stock at an exercise price of
$2.00  per share that vest in five years, (ii) options to purchase 50,000 shares
of the Company's common stock at an exercise price of $2.31 half of which vested
upon  grant  and  the  remainder of which vested six months thereafter and (iii)
options  to purchase 125,000 shares of the Company's common stock at an exercise
price  of  $4.75  per  share that vest over three years. In 2000, Mr. Griffo was
granted  (i) options to purchase 125,000 shares of the Company's common stock at
an exercise price of $2.00 per share that vest in five years and (ii) options to
purchase  105,000  shares  of the Company's common stock at an exercise price of
$4.75  per share that vest over three years. In 2000, Mr. Vinall was granted (i)
options  to purchase 125,000 shares of the Company's common stock at an exercise
price  of  $2.00  per share that vest in five years and (ii) options to purchase
120,00  shares  of  the Company's common stock at an exercise price of $4.75 per
share  that  vested  upon  grant.  Each of the employment agreements for Messrs.
Battista,  Meyercord,  Lawn,  Griffo and Vinall provide for immediate vesting of
options  in  event  of  a  "change  of control" (as defined in such agreements).

(4)  Options  to  purchase  the  Company's  common stock. The options granted to
Messrs.  Meyercord  and  Lawn  were  granted  under the Company's 1998 Long Term
Incentive  Plan. In 1999, Mr. Meyercord was granted options that vest over three
years  to  purchase  450,000 shares of the Company's common stock at an exercise
price  of $15.94 per share. In 1999, Mr. Lawn was granted options that vest over
three  years  to  purchase  210,000  shares  of the Company's common stock at an
exercise  price  of  $9.88  per  share.

(5)     Mr.  Griffo  commenced  his  employment with the Company in March, 2000.
Prior  to  that time he was President and Chief Operating Officer of Access One.
On  August 9, 2000 a wholly owned subsidiary of the Company merged with and into
Access  One.  The amount includes amounts paid to Mr. Griffo by Access One prior
to  his  commencement  of  employment  with  the  Company.

(6)     These  amounts  were  paid  to  Mr.  Griffo  by  Access One where he was
President  and  Chief  Operating  Officer.

(7)  A  portion  of  this  bonus  was  paid  in  shares of Access One (which was
subsequently  converted  into shares of the Company common stock pursuant to the
merger  of  Access One and a wholly owned subsidiary of the Company), which vest
over  three  years  and were valued at the then fair market value at the time of
grant.

(8)  Options  to  purchase  the  Company's  common stock. In connection with his
hiring by the Company in 2000, Mr. Griffo was granted options that vest over two
years  to purchase 1,300,000 shares of the Company's common stock at an exercise
price  of  $13.69  per  share.  Mr.  Griffo was also granted options to purchase
33,114  shares of the Company's common stock in 2000 that were granted under the
1997  and  1999  Access  One Stock Option Plans, which plans were assumed by the
Company  pursuant  to  the  terms  of  Access  One's acquisition by the Company.

(9)  Messrs.  Meyercord,  Lawn,  and  Griffo  offered  the  following options to
purchase  the  Company's  common  stock  for  exchange pursuant to the Company's
Options  Exchange Offer (described in "STOCK OPTIONS GRANT" below, which options
are  expected  to  be  reissued on or after April 5, 2002: 450,000, 210,000, and
1,300,000,  respectively.

                                        7
<PAGE>

STOCK  OPTION  GRANTS

     On August 29, 2002, the Company commenced a voluntary stock option exchange
program  (the  "Options  Exchange  Offer")  to certain eligible employees of the
Company, which included the executive officers named in the Summary Compensation
Table  above.  Under  the  program,  eligible employees were given the option to
cancel  each  outstanding stock option previously granted to them at an exercise
price  greater than or equal to $5.50 per share, in exchange for a new option to
buy  shares  of  the  Company's  common stock to be granted on or after April 5,
2002, six months and one day from October 4, 2001, the date the old options were
cancelled.  The  exercise  price  of these new options will be equal to the fair
market  value  of the Company's common stock on the date of grant. In total, 5.8
million  stock  options  were  initially  cancelled as a result of this program.

Other than as discussed above, the Company granted no options to purchase common
stock  of  the  Company  during  the  fiscal year ended December 31, 2001 to the
executive officers named in the Summary Compensation Table, above. Further, none
of the executive officers named in the Summary Compensation Table above acquired
any  shares of the Company upon the exercise of options in 2001. On December 31,
2001, the exercise prices of all of the vested options to purchase shares of the
Company held by each of the executive officers named in the Summary Compensation
Table  were  above  the  then  market  price  for  the  Company's  shares.


EMPLOYMENT  CONTRACTS

     Gabriel  Battista  is  party  to  an employment agreement with the Company,
dated  as  of  November  13, 1998, that was amended as of March 28, 2001 and now
expires  on December 31, 2004. Under the terms of the agreement, as amended, Mr.
Battista  received  a  signing  bonus  of $3,000,000 at the time of the original
agreement  and  is  entitled to a minimum annual base salary of $500,000, plus a
discretionary  bonus.  The  initial  three  years  of  salary under the original
agreement  were paid in advance. Mr. Battista is also entitled to other benefits
and  perquisites. In addition, upon execution of the original agreement in 1998,
Mr.  Battista  was  granted  options  that  vested  over three years to purchase
1,000,000  shares of the Company common stock at an exercise price of $10.44 per
share,  and  options  that vested immediately upon execution of the agreement to
purchase  an  additional 650,000 shares at an exercise price of $7.00 per share.

     In  the  event  of  certain  transactions  (including an acquisition of the
Company's  assets, a merger into another entity or a transaction that results in
the  Company  common  stock  no longer being required to be registered under the
Securities  Exchange Act of 1934), Mr. Battista will receive an additional bonus
of  $1,000,000  if  the  price  per  share  for the Company common stock in such
transaction  was  less  than  or equal to $20.00 per share, or $3,000,000 if the
consideration  is  greater  than  $20.00  per  share.

     Edward  B.  Meyercord,  III  entered into a three-year employment agreement
with  the  Company effective as of March 26, 2001. Commencing in 2002, under the
contract,  Mr. Meyercord is entitled to a minimum annual base salary of $350,000
and  certain  other  perquisites  made generally available by the Company to its
senior  executive  officers.

     Aloysius  T.  Lawn,  IV entered into a three-year employment agreement with
the  Company  effective  as  of  March 26, 2001. Under the contract, Mr. Lawn is
entitled  to  a  minimum  annual  base  salary  of  $275,000  and  certain other
perquisites  made  generally  available  by  the Company to its senior executive
officers.

     George Vinall is party to an employment agreement with the Company that was
amended  as  of March 28, 2001 and now expires on December 28, 2004.   Under the
contract,  as amended, Mr. Vinall is entitled to a minimum annual base salary of
$250,000  and  certain  other  perquisites  made available by the Company to its
senior  executive  officers.  In  connection  with  the  original agreement, Mr.
Vinall  was  granted  an option to purchase 240,000 shares of the Company common
stock  at  an  exercise  price  of  $8.56  per  share.

     Kevin  Griffo  entered  into  a  three-year  employment  agreement with the
Company  effective  as  of March 24, 2000 that was amended as of March 28, 2001.
Under  the  contract,  Mr. Griffo is entitled to a minimum annual base salary of
$250,000  and  certain  other  perquisites  made available by the Company to its
senior  executive  officers.  In  addition, upon execution of the agreement, Mr.
Griffo  was  granted  options  that  vest over three years to purchase 1,300,000
shares  of  the  Company  common  stock at an exercise price of $13.69 per share

     Each  of  the  employment agreements for Messrs. Battista, Meyercord, Lawn,
Vinall and Griffo provide for immediate vesting of options in event of a "change
of  control"  (as  defined  in  the  agreements)  of the Company and provide for
severance  benefits in the event employment is terminated by the Company without
cause  prior  to  the end of the term and for a certain period beyond the end of
the  term  in  the  event  of a "change of control."  The severance benefits are
generally  the  payment  of  an  amount equal to two years' base salary plus the
average  annual  incentive  bonus  earned by the executive in the preceding four
years,  as  well as the continuation of various employee benefits for two years.

     Each  of  the above-described agreements requires the executive to maintain
the  confidentiality  of  Company  information  and assign any inventions to the
Company. In addition, each of the executive officers has agreed that he 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  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

None.

                                        8
<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 common stock as of March 29,
2002  (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 and nominees for director, (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.


<TABLE>
<CAPTION>
NAME  OF  BENEFICIAL  OWNER  OR        NUMBER OF SHARES             PERCENT OF SHARES
      IDENTITY  OF  GROUP            BENEFICIALLY OWNED (1)         BENEFICIALLY OWNED
---------------------------         ----------------------             ------------
<S>                                               <C>            <C>
Legg Mason, Inc.
100 Light Street
P. O. Box 1476
Baltimore, MD 21203
                                         5,631,545 (3)                    6.9%
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
                                         7,200,000 (2)                    8.8%
Paul Rosenberg
650 N. E. 5th Avenue
Boca Raton, Fl 33432
                                         5,759,985 (4)                    7.1%

Gabriel Battista                         1,833,334 (5)                    2.2%
Mark S. Fowler                             216,023 (5)                      *
Arthur J. Marks                            154,999 (5)                      *
Edward B. Meyercord, III                   497,797 (5)                      *
Ronald R. Thoma                             87,934 (5)                      *
Kevin Griffo                             2,063,828 (5)                    2.5%
Aloysius T. Lawn, IV                       390,317 (5)                      *
George Vinall                              360,000 (5)                      *

All directors and executive
officers as a group (12 persons)         6,020,538 (5)                    6.9%
</TABLE>

*     Less  than  1%

(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 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.

(2)     The  foregoing information is derived from the Schedule 13G filed by AOL
Time  Warner  Inc.  on  February  13,  2002.

(3)     Includes 5,574,200 shares of the Company common stock beneficially owned
by  LMM,  LLC,  and  57,345 shares beneficially owned by Legg Mason Wood Walker,
Inc.,  according  to  a  Schedule  13G  filed by Legg Mason Wood Walker, Inc. on
February  14,  2002.

(4)     The  foregoing  information  is derived from the Schedule 13D/A filed by
Paul  Rosenberg, the Rosenberg Family Limited Partnership, PBR, Inc. and the New
Millennium  Charitable  Foundation  on  February  12,  1999.

(5)  Includes  shares  of  the  Company common stock that could be acquired upon
exercise  of  options  exercisable  within 60 days after March 29, 2002 and that
have  been  tendered for exchange and cancelled pursuant to the Company's Option
Exchange  Offer  on  the  assumption  that  the  new  options  will be exchanged
therefore.  Includes  shares of Company common stock that could be acquired upon
exercise  of  options exercisable within sixty (60) days after March 29, 2002 as
follows:  Gabriel  Battista-1,733,334; Edward B. Meyercord III-366,667; Aloysius
T.  Lawn  IV-301,667;  Kevin  Griffo-1,882,400;  and  George  Vinall-360,000.

                                        9
<PAGE>

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Not  applicable


ITEM  14.   EXHIBITS AND  REPORTS  ON  FORM  8-K


(3)  EXHIBITS:

EXHIBIT
NUMBER                           DESCRIPTION
------                           -----------


3.1  Bylaws  of  the  Company  (incorporated  by reference to Exhibit 3.2 to the
     Company's  registration  statement  on  Form  S-1  (File  No.  33-94940)).

3.2  Certificate of Designation of Series A Junior Participating Preferred Stock
     of Company dated August 27, 1999 (incorporated by reference to Exhibit A to
     Exhibit  1  to  the  Company's registration statement on Form 8-A (File No.
     000-26728)).

3.3  Composite  form of Amended and Restated Certificate of Incorporation of the
     Company,  as  amended  through  April 6, 2001 (incorporated by reference to
     Exhibit  3.1  to the Company's quarterly report on Form 10-Q, dated May 14,
     2001).

4.1  Specimen  of  Talk.com  Inc.  common  stock  certificate  (incorporated  by
     reference  to  Exhibit  4.1 to the Company's Registration Statement on Form
     S-4  (File  No.  333-40980)).

4.2  Form  of  Warrant  Agreement  for Elec Communications, Kenneth Baritz, Joel
     Dupre,  Keith  Minella,  Rafael Scolari, and William Rogers dated August 9,
     2000  (incorporated  by  reference  to  Exhibit 4.2 to the Company's Annual
     Report  on  Form  10-K  for  the  year  ended  December  31,  2000).

4.3  Form  of  Warrant Agreement for MCG Credit Corporation dated August 9, 2000
     (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on
     Form  10-K  for  the  year  ended  December  31,  2000).

4.4  Form of Warrant Agreement for MCG Credit Corporation dated October 20, 2000
     (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on
     Form  10-K  for  the  year  ended  December  31,  2000).

4.5  Form  of  Warrant  Agreement  for MCG Finance Corporation dated October 20,
     2000  (incorporated  by  reference  to  Exhibit 4.5 to the Company's Annual
     Report  on  Form  10-K  for  the  year  ended  December  31,  2000).

10.1 Employment  Agreement  between  the  Company and Aloysius T. Lawn, IV dated
     March  28, 2001 (incorporated by reference to Exhibit 10.1 to the Company's
     Annual  Report  on  Form  10-K  for  the  year  ended  December 31, 2000).*

10.2 Employment Agreement between the Company and Edward B. Meyercord, III dated
     March  28, 2001 (incorporated by reference to Exhibit 10.2 to the Company's
     Annual  Report  on  Form  10-K  for  the  year  ended  December 31, 2000).*

10.3 Indemnification  Agreement  between  the  Company  and Aloysius T. Lawn, IV
     dated  March  28,  2001(incorporated  by  reference  to Exhibit 10.3 to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000).
     *

10.4 Indemnification  Agreement between the Company and Edward B. Meyercord, III
     (incorporated  by reference to Exhibit 10.14 to the Company's Annual Report
     on  Form  10-K  for  the  fiscal  year  ended  December  31,  1996).  *

10.5 Tel-Save  Holdings,  Inc.  1995 Employee Stock Option Plan (incorporated by
     reference  to Exhibit 10.15 to the Company's registration statement on Form
     S-1  (File  No.  33-94940)).*

                                       10
<PAGE>

10.6 Telecommunications  Marketing Agreement by and among the Company, Tel-Save,
     Inc.  and  America  Online,  Inc., dated February 22, 1997 (incorporated by
     reference  to  Exhibit  10.32 to the Company's Form 10-K for the year ended
     December  31,  1996).+

10.7 Amendment  No.  1,  dated as of January 25, 1998, to the Telecommunications
     Marketing Agreement dated as of February 22, 1997 by and among the Company,
     Tel-Save,  Inc.  and  America  Online,  Inc.  (incorporated by reference to
     Exhibit  10.31  to  the Company's Form 10-K for the year ended December 31,
     1997).+

10.8 Amendment  No. 2, dated May 14, 1998, among the Company, Tel-Save, Inc. and
     America  Online,  Inc.,  which  amends  that  certain  Telecommunications
     Marketing  Agreement,  dated  as  of  February  22,  1997, as corrected and
     amended by letter, dated April 23, 1997, and amended by an Amendment No. 1,
     dated  January  25,  1998 (incorporated by reference to Exhibit 10.1 to the
     Company's  quarterly  report  on  Form  10-Q,  dated  August  14,  1998).+

10.9 Amendment  No.  3,  effective  as  of  October  1, 1998, among the Company,
     Tel-Save,  Inc.  and  America  Online,  Inc.,  which  amends  that  certain
     Telecommunications  Marketing  Agreement, dated as of February 22, 1997, as
     corrected  and  amended  by letter, dated April 23, 1997, and amended by an
     Amendment  No. 1, dated January 25, 1998, and an Amendment No. 2, dated May
     14,  1998  (incorporated  by  reference  to  Exhibit 10.22 to the Company's
     Annual  Report  on  Form  10-K  for  the  year  ended  December 31, 1998).+

10.10  Amendment  No.  4,  effective  as  of  June  30, 2000, among the Company,
     Talk.com  Holding Corp. and America Online, Inc., which amends that certain
     Telecommunications  Marketing  Agreement, dated as of February 22, 1997, as
     corrected  and  amended  by letter, dated April 23, 1997, and amended by an
     Amendment  No. 1, dated January 25, 1998, an Amendment No. 2, dated May 14,
     1998,  and  an  Amendment No. 3, effective October 1, 1998 (incorporated by
     reference to Exhibit 10.1 to Talk.com's Quarterly Report on Form 10-Q dated
     August  14,  2000).+

10.11  Amendment  No.  5,  effective  as  of  August 1, 2000, among the Company,
     Talk.com  Holding Corp. and America Online, Inc., which amends that certain
     Telecommunications  Marketing  Agreement, dated as of February 22, 1997, as
     corrected  and  amended  by letter, dated April 23, 1997, and amended by an
     Amendment  No. 1, dated January 25, 1998, an Amendment No. 2, dated May 14,
     1998,  an  Amendment No. 3, effective October 1, 1998, and an Amendment No.
     4,  effective  June  30, 2000 (incorporated by reference to Exhibit 10.3 to
     Talk.com's  Quarterly  Report  on  Form  10-Q  dated  August  14,  2000).+

10.12  Amendment  No.  6, effective as of September 19, 2001, among Talk America
     Inc.,  the  Company  and  America  Online,  Inc.  which amends that certain
     Telecommunications  Marketing  Agreement, dated as of February 22, 1997, as
     corrected  and  amended  by letter, dated April 23, 1997, and amended by an
     Amendment  No. 1, dated January 25, 1998, an Amendment No. 2, dated May 14,
     1998,  an  Amendment  No. 3, effective October 1, 1998, an Amendment No. 4,
     effective  June  30, 2000, and an Amendment No. 5, effective August 1, 2000
     (incorporated  by reference to Exhibit 10.6 to the Company's Current Report
     on  Form  8-K  filed  on  September  24,  2001).

10.13  Letter  dated  August  25,  1999 from America Online, Inc. to the Company
     (incorporated  by reference to Exhibit 99.2 to the Company's Current Report
     on  Form  8-K  dated  August  27,  1999).

10.14  Indenture  dated  as  of  September 9, 1997 between the Company and First
     Trust  of  New  York, N.A. (incorporated by reference to Exhibit 4.3 to the
     Company's  registration  statement  on  Form  S-3  (File  No.  333-39787)).

10.15  Indenture  dated  as  of  December 10, 1997 between the Company and First
     Trust  of New York, N.A. (incorporated by reference to Exhibit 10.34 to the
     Company's Annual Report on Form 10-K for the year ended December 31, 1997).

10.16  Employment  Agreement, dated as of November 13, 1998, between the Company
     and  Gabriel  Battista  (incorporated  by  reference to Exhibit 10.1 to the
     Company's  Current  Report  on  Form  8-K  dated  January  20,  1999).*

                                       11
<PAGE>

10.17  Amendment  to  Employment  Agreement,  dated  March 28, 2001, between the
     Company and Gabriel Battista (incorporated by reference to Exhibit 10.16 to
     the  Company's  Annual  Report on Form 10-K for the year ended December 31,
     2000).*

10.18  Indemnification  Agreement,  dated  as  of December 28, 1998, between the
     Company  and Gabriel Battista (incorporated by reference to Exhibit 10.2 to
     the  Company's  Current  Report  on  Form  8-K  dated  January 20, 1999). *

10.19 Stock Option Agreement, dated as of November 13, 1998, between the Company
     and  Gabriel  Battista  (incorporated  by  reference to Exhibit 10.3 to the
     Company's  Current  Report  on  Form  8-K  dated  January  20,  1999).*

10.20 Stock Option Agreement, dated as of November 13, 1998, between the Company
     and  Gabriel  Battista  (incorporated  by  reference to Exhibit 10.4 to the
     Company's  Current  Report  on  Form  8-K  dated  January  20,  1999).*

10.21 1998 Long-Term Incentive Plan of the Company (incorporated by reference to
     Exhibit 10.14 to the Company's Current Report on Form 8-K dated January 20,
     1999).*

10.22  Investment  Agreement,  dated  as  of  December  31,  1998, as amended on
     February 22, 1999, among the Company, America Online, Inc., and, solely for
     purposes  of  Sections  4.5,  4.6  and 7.3(g) thereof, Daniel Borislow, and
     solely  for  purposes  of  Section 4.12 thereof, Tel-Save, Inc. and the D&K
     Retained  Annuity  Trust  dated  June  15,  1998  by  Mark  Pavol,  Trustee
     (incorporated  by reference to Exhibit 10.41 to the Company's Annual Report
     on  Form  10-K  for  the  year  ended  December  31,  1998).

10.23  Employment Agreement between the Company and Kevin Griffo dated March 24,
     2000  (incorporated  by  reference  to  Exhibit  10.7  to  the  Company's
     Registration  Statement  in  Form  S-4  (File  No.  333-40980)).*

10.24 Form of Indemnification Agreement, dated as of January 5, 1999, for George
     Vinall  (incorporated by reference to Exhibit 10.50 to the Company's Annual
     Report  on  Form  10-K  for  the  year  ended  December  31,  1998).  *

10.25  Form  of  Non-Qualified  Stock Option Agreement, dated as of December 16,
     1998, for George Vinall, (incorporated by reference to Exhibit 10.51 to the
     Company's  Annual  Report  on  Form  10-K  for  the year ended December 31,
     1998).*

10.26  2000 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.31
     to  the  Company's  Registration  Statement on Form S-4 (No. 333-40980)). *

10.27 Form of Non-Qualified Stock Option Agreement, dated December 12, 2000, for
     each  of  Gabriel  Battista,  Kevin  Griffo, Aloysius T. Lawn IV, Edward B.
     Meyercord,  III,  and  George  Vinall (incorporated by reference to Exhibit
     10.40  to  the  Company's  Annual  Report  on  Form 10-K for the year ended
     December  31,  2000).*

10.28  Employment  Agreement, dated as of December 16, 1998, between the Company
     and  George  Vinall  (incorporated  by  reference  to  Exhibit 10.62 to the
     Company's  Annual  Report  on  Form  10-K  for  the year ended December 31,
     1998).*

10.29  Rights  Agreement  dated as of August 19, 1999 by and between the Company
     and First City Transfer Company, as Rights Agent (incorporated by reference
     to  Exhibit 1 to the Company's registration statement on Form 8-A (File No.
     000-26728)).

10.30  Interconnect  Agreement  between  BellSouth  and  The Other Phone Company
     (incorporated  by  reference to Exhibit 10.47 to the Company's Registration
     Statement  in  Form  S-4  (File  No.  333-40980)).

10.31 Agreement between Talk.com Holding Corp. and BellSouth Telecommunications,
     Inc., dated May 22, 2000 (incorporated by reference to Exhibit 10.46 to the
     Company's Annual Report on Form 10-K for the year ended December 31, 2000).

                                       12
<PAGE>

10.32  Amendment to Interconnection Agreement between Talk.com Holding Corp. and
     BellSouth  Telecommunications,  Inc., dated December 26, 2000 (incorporated
     by  reference  to Exhibit 10.47 to the Company's Annual Report on Form 10-K
     for  the  year  ended  December  31,  2000).

10.33  Credit  Facility  Agreement,  among  Talk.com  Holding  Corp., Access One
     Communications  Corp. and certain of their direct and indirect subsidiaries
     and  MCG  Finance Corporation dated as of October 20, 2000 (incorporated by
     reference to Exhibit 10.4 to Talk.com's Quarterly Report of Form 10-Q dated
     November  14,  2000).

10.34  Guaranty  between  the  Company  and MCG Finance Corporation, dated as of
     October  20,  2000 (incorporated by reference to Exhibit 10.5 to Talk.com's
     Quarterly  Report  of  Form  10-Q  dated  November  14,  2000).

10.35  Consulting  Agreement  dated  as  of  July  5,  2000  between  MCG Credit
     Corporation  and Access One Communications Corp. (incorporated by reference
     to  Exhibit 10.55 to the Company's Registration Statement in Form S-4 (File
     No.  333-40980)).

10.36  Employment Agreement by and between Thomas M. Walsh and the Company dated
     as  of  August  7,  2000  (incorporated by reference to Exhibit 10.1 to the
     Company's  Quarterly  Report  on  Form  10-Q  dated  November  14,  2000).*

10.37  Indemnification  Agreement by and between Thomas M. Walsh and the Company
     dated  as  of  August 7, 2000 (incorporated by reference to Exhibit 10.2 to
     the  Company's  Quarterly  Report  on  Form 10-Q dated November 14, 2000).*

10.38  Non-Qualified  Stock  Option  Agreement  by  and  Thomas M. Walsh and the
     Company  dated  as  of August 7, 2000 (incorporated by reference to Exhibit
     10.3  to  the  Company's  Quarterly  Report on Form 10-Q dated November 14,
     2000).*

10.39 Lease by and between Talk.com Holding Corp. and University Science Center,
     Inc.  dated  April  10, 2000 (incorporated by reference to Exhibit 10.54 to
     the  Company's  Annual  Report on Form 10-K for the year ended December 31,
     2000).

10.40  Lease  by  and  between  The  Other  Phone  Company,  dba  Access  One
     Communications  and  University Science Center, Inc. dated December 8, 1999
     (incorporated  by reference to Exhibit 10.55 to the Company's Annual Report
     on  Form  10-K  for  the  year  ended  December  31,  2000).

10.41  Letter  dated  August  2,  2000  from America Online, Inc. to the Company
     (incorporated  by reference to Exhibit 99.2 to the Company's Current Report
     on  Form  8-K  dated  August  3,  2000).

10.42  Restated  Access  One  Communications  Corp.  1997  Stock  Option  Plan
     (incorporated  by  reference  to  Exhibit 4.2 to the Company's registration
     statement  on  Form  S-8  (File  No.  333-52166).*

10.43  Restated  Access  One  Communications  Corp.  1999  Stock  Option  Plan
     (incorporated  by  reference  to  Exhibit 4.3 to the Company's registration
     statement  on  Form  S-8  (File  No.  333-52166).*

10.44  Amendment  to  Employment Agreement for Kevin Griffo dated March 28, 2001
     (incorporated  by reference to Exhibit 10.60 to the Company's Annual Report
     on  Form  10-K  for  the  year  ended  December  31,  2000).*

10.45  Amendment  to Employment Agreement for George Vinall dated March 28, 2001
     (incorporated  by reference to Exhibit 10.61 to the Company's Annual Report
     on  Form  10-K  for  the  year  ended  December  31,  2000.*

10.46  Second  Amendment  to  Investment  Agreement  dated  as of August 2, 2000
     between  the Company and America Online, Inc. (incorporated by reference to
     Exhibit  99.1  to  the Company's Current Report on Form 8-K dated August 3,
     2000).

10.47 Employment Agreement between the Company and Jeffrey Earhart dated October
     2,  2001  (incorporated  by  reference  to  Exhibit  10.1  to the Company's
     Quarterly  Report  on  Form  10-Q  dated  November  14,  2001).*

                                       13
<PAGE>

10.48  Employment Agreement between the Company and Warren Brasselle dated March
     8,  2000  (filed  herewith).*

10.49  Form of Non-Qualified Stock Option Agreement, dated as of March 24, 2000,
     for  Kevin  Griffo  (filed  herewith).*

10.50  Restructuring and Note Agreement, dated as of September 19, 2001, between
     the  Company and America Online, Inc. (incorporated by reference to Exhibit
     10.1  to  the  Company's  Current Report on Form 8-K filed on September 24,
     2001).

10.51 Registration Rights Agreement, dated as of September 19, 2001, between the
     Company and America Online, Inc. (incorporated by reference to Exhibit 10.2
     to  the  Company's Current Report on Form 8-K filed on September 24, 2001).

10.52  Security  and Pledge Agreement, dated as of September 19, 2001, among the
     Company  as  Grantor,  and  State  Street  Bank and Trust Company, N.A., as
     collateral agent on behalf of America Online, Inc. and America Online, Inc.
     (incorporated  by reference to Exhibit 10.3 to the Company's Current Report
     on  Form  8-K  filed  on  September  24,  2001).

10.53  Master Subsidiary Guarantee, Security Agreement Collateral Assignment and
     Equity  Pledge,  dated as of September 19, 2001, among certain subsidiaries
     of  the  Company as Grantors, State Street Bank and Trust Company, N.A., as
     Collateral  Agent  on  behalf  of America Online, Inc., and America Online,
     Inc.  (incorporated  by  reference to Exhibit 10.4 to the Company's Current
     Report  on  Form  8-K  filed  on  September  24,  2001).

10.54  Intercreditor  Agreement,  dated  as  of  September 19, 2001, between MCG
     Finance  Corporation,  as  collateral  agent  for  certain  MCG Lenders (as
     defined  therein)  and  State  Street  Bank  and  Trust  Company,  N.A., as
     collateral  agent  (incorporated  by  reference  to  Exhibit  10.5  to  the
     Company's  Current  Report  on  Form  8-K  filed  on  September  24, 2001).

10.55  Consent  and Amendment to Talk.com Loan Documents, dated as of August 10,
     2001  by  and among Talk America Inc., Access One Communications Corp., the
     Company,  MCG Finance Corporation and MCG Capital Corporation (incorporated
     by  reference  to  Exhibit 10.7 to the Company's Current Report on Form 8-K
     filed  on  September  24,  2001).

10.56  Consent  and  Amendment to Talk.com Loan Documents, dated as of September
     19,  2001  by and among Talk America Inc., Access One Communications Corp.,
     the  Company,  MCG  Finance  Corporation  and  MCG  Capital  Corporation
     (incorporated  by reference to Exhibit 10.8 to the Company's Current Report
     on  Form  8-K  filed  on  September  24,  2001).

10.57  First  Amendment, dated as of September 19, 2001, to the Rights Agreement
     dated as of August 19, 1999, by and between Talk America Holdings, Inc. and
     First  City Transfer Company, as Rights Agent (incorporated by reference to
     Exhibit 10.9 to the Company's Current Report on Form 8-K filed on September
     24,  2001).

10.58  Letter  Agreement  between  America  Online,  Inc.  and the Company dated
     February  21,  2002  (incorporated  by  reference  to  Exhibit  10.1 to the
     Company's  Current  Report  on  Form  8-K  filed  on  February  21,  2002).

10.59  Amendment  Number  Three to Talk.com Loan Documents, dated as of February
     12,  2002,  among the Company, Talk America Inc., Access One Communications
     Corporation,  each  other  Borrower  under  and  as  defined  in the Credit
     Agreement  (referenced  therein), Lenders that are parties thereto, and MCG
     Capital  Corporation  (incorporated  by  reference  to  Exhibit 10.2 to the
     Company's  Current  Report  on  Form  8-K  filed  on  February  21,  2002).

10.60  Amended and Restated Consulting Agreement, dated as of February 12, 2002,
     among the Company and MCG Capital Corporation (incorporated by reference to
     Exhibit  10.3 to the Company's Current Report on Form 8-K filed on February
     21,  2002).

                                       14
<PAGE>

10.61  2001 Non-Officer Long Term Incentive Plan of the Company (incorporated by
     reference  to  Exhibit  4.1 to the Company's registration statement on Form
     S-8  (File  No.  333-74820).*

10.62  Interconnection  Agreement  under  Sections  251  and  252  of  the
     Telecommunications  Act  of  1996  dated  as  of  July  13,  2000,  between
     Southwestern Bell Telephone Company, Nevada Bell Telephone Company, Pacific
     Bell  Telephone  Company,  Southern  New  England  Telephone, Ameritech and
     Talk.com  Holding  Corp.  (filed  herewith).

10.63  Mi2A  Amendment to the Interconnection Agreement under Section 271 of the
     Telecommunications  Act of 1996 dated as of May 15, 2001, between Ameritech
     Michigan  and  Talk.com  Holding  Corp.  (filed  herewith).

10.64  Indenture  of Lease by and between Woodruff Properties and Omnicall, Inc.
     dated  August  1,  1998  (filed  herewith).

10.65  Amendment dated February 9, 2001 to the Indenture of Lease by and between
     Woodruff  Properties  and  Omnicall,  Inc.  dated  August  1,  1998  (filed
     herewith).

10.66  Lease  Agreement  by  and  between Bridge Plaza Partnership and The Furst
     Group,  Inc.  dates  as  of  November  4,  1998 (filed herewith).

10.67  Option  dated  July  __, 2001 to Renew the Lease Agreement by and between
     Bridge  Plaza Partnership and The Furst Group, Inc. dates as of November 4,
     1998  (filed  herewith).

10.68  Office Lease by and between Reston Plaza I and II, LLC and Talk.com, Inc.
     dated  as  of  April  28,  2000  (filed  herewith).

21.1   Subsidiaries  of  the  Company.
_________

*     Management  contract  or  compensatory  plan  or  arrangement.
+     Confidential  treatment  previously has been granted for a portion of this
exhibit.

(b)     Reports  on  Form  8-K.

No Current Reports on Form 8-K were filed by the Company during the three months
ended  December  31,  2001.


                                       15
<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.

Date:  March  29,  2002

                                       TALK  AMERICA  HOLDINGS,  INC.



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

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been signed by the following persons on behalf of the registrant in
the  capacities  and  on  the  dates  indicated.


SIGNATURE                            TITLE                            DATE



  Gabriel  Battista  /s/       Chairman of the Board           March  29,  2002
---------------------------    of Directors, Chief Executive
Gabriel  Battista              Officer and Director
                               (Principal  Executive  Officer)

  David  G.  Zahka  /s/        Chief  Financial  Officer       March  29,  2002
---------------------------    (Principal Financial Officer)
David  G.  Zahka

  Thomas  M.  Walsh  /s/        Vice President - Finance       March  29,  2002
---------------------------    (Principal Accounting Officer)
Thomas  M.  Walsh

  Edward B. Meyercord III /s/   President, Director and        March  29,  2002
---------------------------     Treasurer
Edward  B.  Meyercord,  III

  Mark S. Fowler /s/            Director                       March  29,  2002
---------------------------
Mark  S.  Fowler

  Arthur  J.  Marks  /s/        Director                       March  29,  2002
---------------------------
Arthur  J.  Marks

  Ronald  R.  Thoma  /s/        Director                       March  29,  2002
---------------------------
Ronald  R.  Thoma


                                       16
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