SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

                                Amendment No. 2

                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                      For the Year Ended December 31, 1997

                         Commission File No. 0 - 26728

                            TEL-SAVE HOLDINGS, INC.
             (Exact name of registrant as specified an 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. [X]

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  as of March 30,  1998 was  approximately  $895,030,756  based on the
average  of the high and low  prices of the  Common  Stock on March 30,  1998 of
$22.59 per share as reported on the Nasdaq National Market.

As of March 30, 1998, the Registrant had  outstanding  64,585,012  shares of its
Common Stock, par value $.01 per share.

<PAGE>

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRAR

DIRECTORS

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

CLASS I:  NOMINEES WHOSE TERMS WILL EXPIRE IN 2001

         DANIEL  BORISLOW,  AGE 36. Mr.  Borislow  founded  the  Company and has
served as a director and as Chairman and 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 63. 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:  INCUMBENTS WHOSE TERMS WILL EXPIRE IN 2000

         GEORGE FARLEY,  AGE 59. Mr. Farley became Chief  Financial  Officer and
Treasurer  of the Company  effective  October 29, 1997.  Mr.  Farley is formerly
Group Vice President of Finance/Chief  Financial  Officer of Twin County, 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.

         GARY W. MCCULLA,  AGE 38. Mr.  McCulla joined the Company in March 1994
and 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.

CLASS III:  INCUMBENTS WHOSE TERMS WILL EXPIRE IN 1999

         EMANUEL J. DEMAIO,  AGE 39. 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.

         HAROLD FIRST,  AGE 61. Mr. First is a certified  public  accountant and
currently is a financial consultant. Mr. First served as Chief Financial Officer
of Icahn  Holdings  Company and related  entities  from  December  1990  through
December 1992. Mr. First serves as a director of Cadus  Pharmaceutical  Company,
Marvel  Entertainment  Group, Inc., Panaco, Inc. and Toy Biz, Inc. Mr. First has
served as a director of the Company since 1995.

EXECUTIVE OFFICERS

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

                                       2
<PAGE>

Item 11.  EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following  table sets forth  information for the fiscal years ended
December 31, 1997, 1996 and 1995 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 of the Company  whose annual salary and
bonus exceeded $100,000 (the "Named Executives").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
     
                                                                                                          Long Term 
Name and Principal Position                                            Annual Compensation              Compensation
---------------------------                                           ---------------------             ------------
                                                                                                         Securities 
                                                                                                         Underlying 
                                                                                                         Options/SARs
                                                                                                            (#)(2)  
                                                                                                            ------  
                                                          Year        Salary(1)     Bonus(1)                 
                                                          ----        ---------     --------                 
<S>                                                       <C>         <C>            <C>                    <C>     
DANIEL BORISLOW, Chairman and Chief Executive Officer     1997        $325,000       $500,000                750,000
                                                          1996        $325,000       $500,000                     --
                                                          1995        $300,000       $  5,769                     --

GARY W. MCCULLA, President and Director of Sales and      1997        $300,000       $500,000(3)                  --
Marketing                                                 1996        $300,000       $350,000                 900,000
                                                          1995        $240,000       $304,615                 199,200

EMMANUEL J. DEMAIO, Chief Operations Officer              1997        $175,000       $225,000(3)                  --
                                                          1996        $165,000       $150,000                 270,000
                                                          1995        $130,000       $152,500                 199,200

EDWARD B. MEYERCORD, III(4) Executive Vice President -    1997        $210,000       $150,000                     --
Marketing and Corporate Development                       1996        $ 52,000       $400,000                 800,000

MARY KENNON, Director of Customer Care and Human
Resources                                                 1997        $125,000       $200,000(3)                   --
                                                          1996        $125,000       $ 25,000                  30,000
                                                          1995        $100,000       $ 10,000                  49,800
</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 in the form of a stock
        dividend effective as of January 31, 1997.

(3)     Value of bonus in Company Common Stock at the then current market value.

(4)     Mr.  Meyercord was hired by Tel-Save  effective as of September 5, 1996.
        In connection therewith, Mr. Meyercord was paid $400,000 and was granted
        an option to purchase 800,000 shares of Tel-Save Common Stock.


                                       3

<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, 1997 to the Named Executives.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                INDIVIDUAL GRANTS
                                -----------------
<TABLE>
<CAPTION>


                                                                                               Potential Realizable      
                                         Percent of                                              Value at Assumed        
                                            Total                                              Annual Rates of Stock     
                     Number of            Options/                                             Price Appreciation for    
                    Securities              SARs                                                 Option Term(2)          
                    Underlying           Granted to         Exercise Price                                               
                    Options/SARs         Employees           per Share          Expiration     ----------------------    
Name                Granted (1)           in 1997            ($ share)          Date            5%($)           10%($)   
----                -----------           -------            ---------          ----            -----           ------   
<S>                   <C>                                     <C>          
Daniel Borislow(3)    750,000              27.4%              $17.50         12/31/2000       $2,068,828      $4,344,375
</TABLE>





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

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

(2)     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.

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

                                       4

<PAGE>


   The following table sets forth information concerning the 1997 year-end value
of unexercised  in-the-money  options held by each of the Named Executives.


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

<TABLE>
<CAPTION>


                                                              Number of Securities          Value of Unexercised   
                                                                   Underlying                  In-the-Money        
                                                                   Unexercised               Options/SARs at       
                              Shares Acquired  Value               Options/SARs             Fiscal Year-End($)(1)  
                              on Exercise      Realized ($)   at Fiscal Year-End(#)                                
                              -----------------------------------------------------------------------------------  
                                                                   Exercisable/                   Exercisable/     
Name                                                             Unexercisable                   Unexercisable     
-----------------------------------------------------------------------------------------------------------------  
                                                                                                                   
<S>                                                 <C>                                                            
Daniel Borislow                      --               --       300,000/750,000               $5,866,500/$ 1,781,250
Gary W. McCulla                 159,200       $3,321,371       223,900/900,000               $3,523,104/$13,765,500
Emanuel J. DeMaio               218,922       $4,852,870       278,178/270,000               $4,591,179/$ 4,129,650
Edward B. Meyercord, III             --               --       800,000/0                     $6,996,000/0
Mary Kennon                      49,800       $  876,231        30,000/0                     $  473,850/0
</TABLE>

(1)      Based on a year-end  fair  market  value of the  underlying  securities
         equal to $19 7/8.


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 a three-year  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 a three-year  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.


                                       5
<PAGE>

         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

         In 1997, the Company paid non-employee  directors an annual retainer of
$20,000. In December,  1997, the Company's employee directors approved the grant
to each  non-employee  director of an option to purchase 30,000 shares of Common
Stock and an annual  retainer  for such  directors  of  $10,000.  The  Company's
employee  directors  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,  served on
the Compensation  Committee in 1997.  However,  Mr. Borislow's  compensation was
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 March  1998 the Board of  Directors  elected a new  Compensation
Committee,  consisting of Messrs.  First and Thoma, the outside directors of the
Company.

CERTAIN TRANSACTIONS

         The non-employee members of the Compensation  Committee agreed to grant
Mr.  Borislow as of December 18, 1997 options to purchase  750,000 shares of
Common  Stock at an exercise  price equal to $17.50,  the then market  price per
share of Common Stock.

         At December 31, 1997,  Mr.  Borislow had an  outstanding  loan from the
Company of $4,237,000 at 9% interest,  which was repaid during the first quarter
of 1998.

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 March
30, 1998 (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.


                                       6

<PAGE>

<TABLE>
<CAPTION>

                                                            Number of   
                                                              Shares                  Percent of Shares 
                                                            Beneficially              Beneficially Owned
Name of Beneficial Owner or Identity of Group                Owned(1)           
---------------------------------------------                --------                 ------------------

<S>                                                         <C>                           <C>  
Daniel Borislow                                             24,820,526 (2)(3)(4)(5)            38.6%
Putnam Investments, Inc.(6)                                  8,045,342                         12.5%
         One Post Office Square                                                                
         Boston, Massachusetts  02109
Paul Rosenberg                                               7,440,000 (2)                     11.5%
         4068 Boc Aire Boulevard
         Boca Raton, Florida  33487
Massachusetts Financial Services Company(7)                  7,813,349                         12.1%
         500 Boylston Street                                
         Boston, Massachusetts  02116
FMR Corp.(8)                                                 8,218,342                         12.7%
         82 Devonshire Street                               
         Boston, Massachusetts  02109
Gary W. McCulla                                                702,471 (4)                      1.1%
Emanuel J. DeMaio                                              426,035 (4)                       *
Edward B. Meyercord, III                                       800,000 (4)                       *
George Farley                                                1,400,286 (5)                      1.9%
Mary Kennon                                                     41,429
Harold First                                                    56,070                           *
Ronald R. Thoma                                                 70,000                           *
All directors and executive officers as a group
     (10 persons)(4)                                        27,376,114                         42.4%

*Less than 1%.
</TABLE>

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

(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  Commission  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  7,440,000  shares of Common Stock owned of record by entities
         controlled  by Mr.  Rosenberg  for which Mr.  Borislow has the right to
         vote pursuant to a voting trust  agreement and 881,526 shares of Common
         Stock  owned by current or former  partitions  of the Company for which
         Mr. Borislow has the right to vote pursuant to voting trust agreements.

(3)      Does not include  750,000 shares of Common Stock that could be acquired
         upon  exercise  of options  granted  to Mr.  Borislow,  which  grant is
         subject to the  approval of the  Company's  stockholders  at the Annual
         Meeting.

(4)      Includes  shares of Common Stock that may be acquired upon the exercise
         of stock  options  within  60 days of April 30,  1998 in the  following
         amounts: Mr. McCulla,  673,900 shares; Mr. DeMaio,  413,178 shares; Mr.
         Meyercord, 800,000 shares; Ms. Kennon, 30,000 shares; and all directors
         and officers as a group, 2,105,188 shares. See also note (8) below.

(5)      Includes  1,200,000  shares  held  by the  Daniel  Borislow  Charitable
         Foundation,  of which  Messrs.  Borislow  and Farley and Mrs.  Michelle
         Borislow, spouse of Mr. Borislow, are directors.

(6)      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.

(7)      Massachusetts   Financial  Services  Company  ("MFS"),   an  investment
         adviser,  filed an amendment to a Schedule 13G with the  Commission  on
         February  12,  1998 (The "MFS 13G"),  in which it  reported  beneficial
         ownership of 7,813,349 shares, 6,263,400 of which are also beneficially
         owned by MFS Series Trust II-MFS  Emerging  Growth Fund,  an investment

                                       7

<PAGE>

         company, and 1,549,949 of which are also owned by certain non-reporting
         entities as well as MFS. The foregoing  information is derived from the
         MFS 13G.

(8)      FMR Corp. and Fidelity International Limited (collectively, "Fidelity")
         filed  Amendments  No.  3 to  Schedules  13D  with  the  Commission  on
         September  11,  1997 (the  "Fidelity  13Ds") in which they and  certain
         affiliates  reported  beneficial  ownership  of a  total  of  8,218,342
         shares. The foregoing information is derived from the Fidelity 13Ds.

         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 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 1997.  The
Company  believes  that all of the  required  filings have been made in a timely
manner.  In making  this  statement,  the  Company  has  relied on copies of the
reporting forms received by it.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.

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

                                       8
<PAGE>

EXHIBITS:
<TABLE>
<CAPTION>

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

<S>      <C>                                                                 
2.1      Plan of  Reorganization  between and among Tel-Save  Holdings,  Inc., a
         Delaware  corporation,  Tel-Save,  Inc.,  a  Pennsylvania  corporation,
         Daniel Borislow and Paul Rosenberg,  and Exhibits Thereto (incorporated
         by reference to Exhibit 2.1 to the Company's  registration statement on
         Form S-1 (File No. 33-94940)).
3.1      Amended and Restated  Certificate of Incorporation  of the Company,  as
         amended  (incorporated  by  reference  to Exhibit 3.1 to the  Company's
         registration statement on Form S-4 (File No. 333-38943)).
3.2      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)).
9.1      Voting Trust  Agreement  between  Daniel  Borislow  and Paul  Rosenberg
         (included as part of Exhibit 2.1).
10.1 *   Employment  Agreement  between  the  Company  and Daniel  Borislow  and
         related  Agreement  (incorporated  by  reference to Exhibit 10.1 to the
         Company's registration statement on Form S-1 (File No. 33-94940)).
10.2 *   Employment   Agreement  between  the  Company  and  Emanuel  J.  DeMaio
         (incorporated   by  reference   to  Exhibit   10.2  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.3 *   Employment   Agreement   between  the  Company  and  Gary  W.   McCulla
         (incorporated   by  reference   to  Exhibit   10.3  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.4 *   Employment   Agreement   between  the  Company  and  George  P.  Farley
         (incorporated  by  reference to Exhibit 10 to the  Company's  report on
         Form 10-Q for the Quarter ended September 30, 1997).
10.5 *   Employment  Agreement  between  the Company  and  Aloysius T. Lawn,  IV
         (incorporated   by  reference   to  Exhibit   10.5  to  the   Company's
         registration statement on Form S-1 (File No. 333-2738)).
10.6 *   Employment  Agreement between the Company and Edward B. Meyercord,  III
         (incorporated  by  reference to Exhibit  10.6 to the  Company's  Annual
         Report on Form 10-K for the year ended December 31, 1996).
10.7     Indemnification  Agreement  between  the  Company  and Daniel  Borislow
         (incorporated   by  reference   to  Exhibit   10.4  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.8     Indemnification  Agreement  between  the  Company and Emanuel J. DeMaio
         (incorporated   by  reference   to  Exhibit   10.5  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.9     Indemnification  Agreement  between  the  Company  and Gary W.  McCulla
         (incorporated   by  reference   to  Exhibit   10.6  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.10    Indemnification  Agreement  between  the  Company  and Joseph M. Morena
         (incorporated   by  reference   to  Exhibit   10.7  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.11    Indemnification  Agreement  between the  Company and Peter K.  Morrison
         (incorporated   by  reference   to  Exhibit   10.8  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.12    Indemnification  Agreement  between  the  Company  and  Kevin R.  Kelly
         (incorporated   by  reference   to  Exhibit   10.9  to  the   Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.13    Indemnification  Agreement between the Company and Aloysius T. Lawn, IV
         (incorporated  by reference to Exhibit  10.12 to the  Company's  Annual
         Report on Form 10-K for the fiscal year ended December 31, 1995).
10.14    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).
10.15    Agreement  dated as of March 15,  1994  between  the Company and Global
         Network  Communications  (incorporated by reference to Exhibit 10.10 to
         the Company's registration statement on Form S-1 (File No. 33-94940)).
10.16    AT&T  Contract  Tariff No. 516  (incorporated  by  reference to Exhibit
         10.11 to the  Company's  registration  statement  on Form S-1 (File No.
         33-94940)).
10.17    AT&T  Contract  Tariff No. 1715  (incorporated  by reference to Exhibit
         10.15 to the  Company's  registration  statement  on Form S-1 (File No.
         333-2738)).
10.18    AT&T  Contract  Tariff No. 2039  (incorporated  by reference to Exhibit
         10.16 to the  Company's  registration  statement  on Form S-1 (File No.
         333-2738)).
10.19    AT&T  Contract  Tariff No. 2432  (incorporated  by reference to Exhibit
         10.17 to the  Company's  registration  statement  on Form S-1 (File No.
         333-2738)).
10.20    AT&T  Contract  Tariff No. 3628  (incorporated  by reference to Exhibit
         10.18 to the  Company's  registration  statement  on Form S-1 (File No.
         333-2738)).
10.21    AT&T  Contract  Tariff No. 5776  (incorporated  by reference to Exhibit
         10.21 to the  Company's  Annual  Report on Form 10-K for the year ended
         December 31, 1996).
</TABLE>

                                       9

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT:
NUMBER                             DESCRIPTION
------                             -----------

<S>      <C>
10.22    General Agreement between Tel-Save,  Inc. and AT&T Corp. dated June 26,
         1995  (incorporated  by  reference  to Exhibit  10.14 to the  Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.23*   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)).
10.24*   Tel-Save Holdings,  Inc. Employee Bonus Plan (incorporated by reference
         to page 13 of the Company's  Proxy  Statement  for the  Company's  1996
         Annual Meeting of Stockholders dated April 3, 1996).
10.25*   Non-Qualified  Stock  Option  Agreement  between the Company and Daniel
         Borislow  (incorporated  by reference to Exhibit 10.17 to the Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.26*   Non-Qualified Stock Option Agreement between the Company and Emanuel J.
         DeMaio  (incorporated  by reference to Exhibit  10.18 to the  Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.27*   Non-Qualified  Stock  Option  Agreement  between  the  Company and Mary
         Kennon  (incorporated  by reference to Exhibit  10.19 to the  Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.28*   Non-Qualified  Stock Option  Agreement  between the Company and Gary W.
         McCulla  (incorporated  by reference to Exhibit  10.20 to the Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.29*   Non-Qualified  Stock Option Agreement  between the Company and Peter K.
         Morrison  (incorporated  by reference to Exhibit 10.22 to the Company's
         registration statement on Form S-1 (File No. 33-94940)).
10.30+   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).
10.31++  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)
10.32    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)).
10.33    Registration  Agreement  dated as of  September  3,  1997  between  the
         Company and Salomon Brothers Inc,  Deutsche Morgan Grenfell Inc., Bear,
         Stearns & Co. Inc., Smith Barney Inc., Robertson Stephens & Company LLC
         (incorporated by reference to the Company's  registration  statement on
         Form S-3 (File No. 333-39787)).
10.34    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 Form 10-K for the year ended December 31, 1997)
10.35    Registration  Agreement  dated as of  December  10,  1997  between  the
         Company and Smith Barney Inc. .  (incorporated  by reference to Exhibit
         10.35 to the Company's Form 10-K for the year ended December 31, 1997)
11.1     Net Income Per Share Calculation. (incorporated by reference to Exhibit
         11.1 to the Company's Form 10-K for the year ended December 31, 1997)
21.1     Subsidiaries of the Company. (incorporated by reference to Exhibit 21.1
         to the Company's Form 10-K for the year ended December 31, 1997)
23.1     Consent of BDO Seidman, LLP. (incorporated by reference to Exhibit 23.1
         to the Company's Form 10-K for the year ended December 31, 1997)
27       Financial Data Schedule.  . (incorporated by reference to Exhibit 27 to
         the Company's Form 10-K for the year ended December 31, 1997)
</TABLE>
---------------

*    Management contract or compensatory plan or arrangement.

+    Confidential  treatment  previously  has been granted for a portion of this
     exhibit.

++   Confidential treatment has been requested for portions of this exhibit.



                                       10

<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:  April 30, 1998                     TEL-SAVE HOLDINGS, INC.

                                          By:  /s/ Daniel Borislow
                                               -------------------------------
                                               Daniel Borislow            
                                               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.

<TABLE>
<CAPTION>
SIGNATURE                                       TITLE                                      DATE
<S>                                     <C>                                             <C> 
/s/ Daniel Borislow                     Chairman of the Board                           April 30, 1998
    ------------------------            of Directors, Chief Executive Officer and
    Daniel Borislow                     Director (Principal Executive Officer)
    
/s/ Gary W. McCulla                     President, Director of Sales and                April 30, 1998
    ------------------------            Marketing and Director
    Gary W. McCulla                    

/s/ Emanuel J. DeMaio                   Chief Operations Officer and Director           April 30, 1998
    ------------------------
    Emanuel J. DeMaio

/s/ George P. Farley                    Chief Financial Officer and Director            April 30, 1998
    ------------------------            (Principal Financial Officer)
    George P. Farley

/s/ Kevin R. Kelly                      Controller (Principal Accounting Officer)       April 30, 1998
    ------------------------
    Kevin R. Kelly

/s/ Harold First                        Director                                        April 30, 1998
    ------------------------
    Harold First

/s/ Ronald R. Thoma                     Director                                        April 30, 1998
    ------------------------
    Ronald R. Thoma
</TABLE>


                                       11