87426R202

                                (CUSIP Number)                                

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

            Jonathan Starr

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization

            USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power

                1,543,887

  6.    Shared Voting Power

                0

  7.    Sole Dispositive Power

                1,543,887

  8.    Shared Dispositive Power

                0

Aggregate Amount Beneficially Owned by Each Reporting Person

            1,543,887

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (9)

            5.07%

Type of Reporting Person (See Instructions)

            IN

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

            Flagg Street Capital LLC

            I.R.S. Identification No. 74-3123494

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization

            Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power

                1,543,887

  6.    Shared Voting Power

                0

  7.    Sole Dispositive Power

                1,543,887

  8.    Shared Dispositive Power

                0

Aggregate Amount Beneficially Owned by Each Reporting Person

            1,543,887

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (9)

            5.07%

Type of Reporting Person (See Instructions)

            IA

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

            Flagg Street Partners LP

            I.R.S. Identification No. 16-1702721

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization

            Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power

                224,055

  6.    Shared Voting Power

                0

  7.    Sole Dispositive Power

                224,055

  8.    Shared Dispositive Power

                0

Aggregate Amount Beneficially Owned by Each Reporting Person

            224,055

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (9)

            0.74%

Type of Reporting Person (See Instructions)

            PN

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

            Flagg Street Partners Qualified LP

            I.R.S. Identification No. 16-1702722

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization

            Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power

                404,400

  6.    Shared Voting Power

                0

  7.    Sole Dispositive Power

                404,400

  8.    Shared Dispositive Power

                0

Aggregate Amount Beneficially Owned by Each Reporting Person

            404,400

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (9)

            1.33%

Type of Reporting Person (See Instructions)

            PN

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

            Flagg Street Offshore LP

            I.R.S. Identification No. 16-1702723

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

SEC Use Only

Citizenship or Place of Organization

            Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.    Sole Voting Power

                915,432

  6.    Shared Voting Power

                0

  7.    Sole Dispositive Power

                915,432

  8.    Shared Dispositive Power

                0

Aggregate Amount Beneficially Owned by Each Reporting Person

            915,432

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

Percent of Class Represented by Amount in Row (9)

            3.01%

Type of Reporting Person (See Instructions)

            PN

Item 1.

Name of Issuer:

Talk America Holdings, Inc. (the “Issuer”).

Address of Issuer’s Principal Executive Offices:

6805 Route 202, New Hope, Pennsylvania.

Item 2.

Names of Persons Filing:

The names of the Reporting Persons are Jonathan Starr, Flagg Street Capital LLC, Flagg Street Partners LP, Flagg Street Partners Qualified LP and Flagg Street Offshore LP.

Address of Principal Business Office:

The principal business office of the Reporting Persons with respect to the shares reported hereunder is 44 Brattle Street, Cambridge, MA 02138.

Citizenship:

Mr. Starr is a U.S. citizen. Capital is a Delaware limited liability company. Each of the Funds is a Delaware limited partnership.

Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”)

CUSIP Number:

87426R202

Item 3.

approximately 0.74% of the outstanding shares of such class of securities. Qualified beneficially owns 404,400 shares of the Common Stock of the Issuer, representing approximately 1.33% of the outstanding shares of such class of securities. Offshore beneficially owns 915,432 shares of the Common Stock of the Issuer, representing approximately 3.01% of the outstanding shares of such class of securities. The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 30,427,368 shares of the Common Stock of the Issuer outstanding as of May 9, 2006, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the quarterly period ended March 31, 2006.

Each Fund has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such Fund. Each of Capital, as the sole general partner of each of the Funds, and Starr, as the manager of Capital, has the sole power to vote and dispose of all of the shares of Common Stock reported in this joint statement Schedule 13G.

Ownership of Five Percent or Less of a Class

N/A

Ownership of More than Five Percent on Behalf of Another Person

N/A

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Identification and Classification of Members of the Group

N/A

Notice of Dissolution of Group

N/A

Certification

By signing below I hereby certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.