Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BRASSELLE WARREN
  2. Issuer Name and Ticker or Trading Symbol
TALK AMERICA HOLDINGS INC [TALK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP - Network Operations
(Last)
(First)
(Middle)
C/O TALK AMERICA HOLDINGS, INC., 6805 ROUTE 202
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006
(Street)

NEW HOPE, PA 18938
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 12/15/2006   D   9,833 D $ 8.1 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) $ 1.53 12/15/2006   D     3,334 03/08/2002 03/08/2010 Common Stock 3,334 $ 6.57 0 D  
Stock option (right to buy) (2) $ 1.53 12/15/2006   D     16,666 03/08/2003 03/08/2010 Common Stock 16,666 $ 6.57 0 D  
Stock option (right to buy) (2) $ 1.53 12/15/2006   D     2,778 04/05/2003 04/05/2012 Common Stock 2,778 $ 6.57 0 D  
Stock option (right to buy) (2) $ 1.53 12/15/2006   D     2,778 04/05/2004 04/05/2012 Common Stock 2,778 $ 6.57 0 D  
Stock option (right to buy) (2) $ 1.53 12/15/2006   D     2,777 04/05/2005 04/05/2012 Common Stock 2,777 $ 6.57 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BRASSELLE WARREN
C/O TALK AMERICA HOLDINGS, INC.
6805 ROUTE 202
NEW HOPE, PA 18938
      EVP - Network Operations  

Signatures

 /s/ Aloysius T. Lawn, IV, attorney-in-fact for Warren Brasselle   12/15/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated September 22, 2006, by and among the issuer, Cavalier Telephone Corporation and Cavalier Acquisition Corp. (the "Merger") in exchange for $8.10 per share of common stock, without interest.
(2) Each of these options was cancelled in the Merger pursuant to the Merger Agreement and converted into the right to receive an amount equal to the difference between $8.10 and the exercise price of such option.

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