Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): October 4, 2002

                           TALK AMERICA HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

              DELAWARE                000-26728                23-2827736
              --------                ---------                ----------
          (State or Other            (Commission              (IRS Employer
   Jurisdiction of Incorporation)    File Number)          Identification No.)

                           TALK AMERICA HOLDINGS, INC.
                           12020 SUNRISE VALLEY DRIVE
                             RESTON, VIRGINIA 20191
          (Address of Principal Executive Offices, Including Zip Code)

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

          (Former Name or Former Address, if Changed Since Last Report)


     As  previously  reported,  on  October  4,  2002,  the  principal operating
subsidiaries  of  Talk  America Holdings, Inc. (the "Company") retired, prior to
maturity,  all  of  the  debt  outstanding  under  the Credit Facility Agreement
("Facility")  between  the  subsidiaries  and  MCG  Finance  Corporation.

     The  Facility  was  secured  by  a  pledge  of  all  of  the  assets of the
subsidiaries of the Company that were a party to the Facility.  In addition, the
Company  had  guaranteed  the  obligations  under  the  Facility.  The  Facility
subjected the Company and its subsidiaries to certain restrictions and covenants
related  to  among  other  things,  liquidity,  per-subscriber-type  of revenue,
subscriber  acquisition  costs  and  interest coverage ratio requirements.  As a
result  of  the  retirement of the debt under the Facility, the pledge of assets
and  the  restrictions  and  covenants  under  the  Facility  are  terminated.

     The  scheduled  maturity  date  of  the  Facility had been June 2005.  As a
result  of the retirement of this debt prior to maturity, the Company will incur
a  one-time,  non-cash  charge  to earnings of approximately $1.1 million in the
fourth  quarter  of  2002  reflecting  the  acceleration  of the amortization of
certain  deferred  finance  charges  and fees that were being amortized over the
original  life  of  the  loan.  In  addition, borrowings under the Facility bore
interest  at  LIBOR  plus  7%  (8.9%  as  of September 30, 2002) per annum.  The
retirement  of  the  outstanding  debt under the Facility prior to maturity will
allow  the  Company  net  cash  interest  savings  of approximately $1.4 million
through  the  original  June  2005  maturity  date.


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                             TALK  AMERICA  HOLDINGS,  INC.

Date:   October 11,  2002                    By:  /s/  Aloysius  T.  Lawn,  IV
        -----------------                         ----------------------------
                                             Name:  Aloysius  T.  Lawn,  IV
                                             Title: Executive Vice President -
                                             General  Counsel  and  Secretary