UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~January~~June 328, 2006

Talk America Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State of incorporation)

000-26728

(Commission File Number)

23-2827736

(I.R.S. Employer Identification No.)

6805 Route 202, New Hope, Pennsylvania

(Address of principal executive offices)

18938

(Zip Code)

(215) 862-1500

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 1 7.01. REGULATION FD ~~Entry into a Material Definitive Agreement~~DISCLOSURE.

AsOn ~~previously~~ June ~~reported~~ 28, on2006, ~~October~~Talk ~~18,~~America ~~2005~~Holdings, weInc. ~~and~~issued ~~one~~a ofrelease ~~our~~announcing ~~subsidiaries~~revised financial ~~entered~~guidance ~~into an Agreement~~for revenues and ~~Plan~~Adjusted ofEBITDA ~~Merger~~for (the second ~~“Acquisition Agreement”) with NT Corporation~~quarter ~~(“NTC”),~~ 2006 ~~providing~~and ~~for~~year-end ~~our acquisition of NTC~~2006. AsA ~~part~~copy of the ~~closing~~release ofis ~~the acquisition~~attached ofas ~~NTC~~Exhibit ~~under the Acquisition Agreement, we entered into an Escrow~~99.1. ~~Agreement~~ The information ~~(the~~contained ~~“Escrow~~in ~~Agreement”)~~this report, ~~pursuant~~including ~~to which a portion of~~ the ~~cash consideration~~exhibit ~~payable~~attached ~~to the holders of NTC’s preferred stock was deposited in~~hereto ~~escrow~~ shall tonot be ~~held~~deemed as"filed" ~~security~~ for ~~certain~~purposes ~~indemnification~~of ~~obligations~~Section ~~to us.~~18 ~~A copy~~ of the ~~Acquisition~~Securities Exchange ~~Agreement,~~Act ~~with the form~~ of ~~the~~1934, ~~Escrow Agreement included~~ as ~~an exhibit thereto~~amended, ~~was~~or ~~filed~~otherwise assubject ~~an exhibit~~ to athe ~~previous~~liabilities ~~report~~of ~~by us~~ that Section.

~~Item~~Non-GAAP ~~2.01 Completion of Acquisition or Disposition of Assets.~~ Measures

OnThe ~~January~~ release ~~3, 2006,~~furnished weas ~~completed~~Exhibit ~~our~~99.1 ~~acquisition~~to ofthis ~~NTC~~Report asincludes ~~provided~~a inreference ~~the Acquisition~~to ~~Agreement,~~ non-GAAP afinancial ~~copy~~information. ofOur ~~which~~management ~~was~~believes ~~previously~~that ~~filed~~Adjusted ~~with~~EBITDA is useful ~~the~~to ~~Securities~~investors and ~~Exchange Commission.~~other ~~NTC~~users ~~was~~of ~~privately~~our ~~held~~financial ~~and~~information isin ~~a facilities-based competitive~~evaluating ~~local exchange~~ operating ~~carrier~~financial ~~serving business~~performance ~~customers~~and ~~primarily~~is ina ~~the~~financial ~~Southeast~~measure ~~United~~that ~~States.~~is ~~Under~~commonly ~~the~~ used ~~terms~~ by readers of ~~the~~financial ~~Acquisition~~information ~~Agreement,~~in atassessing ~~the~~financial ~~effective~~performance. ~~time of the acquisition~~Our ~~on January~~ management 3,uses ~~2006,~~Adjusted ~~our~~EBITDA ~~subsidiary~~as ~~was~~a ~~merged~~measure ~~into~~of ~~NTC, NTC became~~ our ~~indirect~~operating performance. ~~wholly~~ Adjusted ~~owned subsidiary and~~EBITDA, ~~in exchange~~ ~~for~~or ~~all~~Earnings ofBefore ~~the stock of NTC~~Interest, ~~we paid approximately $18 million in cash~~Taxes, of ~~which approximately $1.8 million has been deposited in escrow~~Depreciation, ~~pursuant~~Amortization, ~~to the~~ is ~~Escrow~~defined ~~Agreement~~as ~~discussed~~operating inincome ~~Item~~plus ~~1.01 of this Report~~depreciation, toamortization beand ~~held as~~stock-based ~~security~~ compensation ~~for~~expense, ~~certain~~a ~~indemnification~~non-GAAP ~~obligations~~financial ~~to us under the Acquisition Agreement~~measure.

~~Item~~It 7 is our management's intent to provide non-GAAP financial information to enhance understanding of our GAAP financial results.01 ~~Regulation~~This FDinformation ~~Disclosure~~should be considered by the reader in addition to, but not instead of, our financial statements prepared in accordance with GAAP.

OnITEM January 4, 2006, we issued a release announcing that we had completed the acquisition of NTC and that we had made inducement stock option grants to incoming new employees to acquire an aggregate of 250,000 shares of our common stock at an exercise price equal to the closing price of our common stock on January 3, 2006, the date of grant 9. A01 ~~copy of~~FINANCIAL ~~the~~STATEMENTS ~~release~~AND ~~is furnished as Exhibit 99~~EXHIBITS.~~1 of this Report.~~

~~Item 9.01~~(d) ~~Financial Statements and~~ Exhibits.

(a) Financial Statements of Businesses Acquired.

As permitted by Item 9.01(a)(4) of Form 8-K, we will, if required, file the financial statements required by Item 9.01(a)(1) of Form 8-K pursuant to an amendment to this Report not later than seventy-one (71) calendar days after the date that this Report must be filed.

(b) Pro Forma Financial Information.

As permitted by Item 9.01(b)(2) of Form 8-K, we will, if required, file the financial information required by Item 9.01(b)(1) of Form 8-K pursuant to an amendment to this Report not later than seventy-one (71) calendar days after the date that this Report must be filed.

Number Description

1099.1 ~~Agreement~~ ~~and Plan of Merger,~~ Release dated asJune ~~of October 18~~28, ~~2005, among NT Corporation, Talk America Holdings, Inc~~2006. ~~and THNetco, Inc., including, as Exhibit A~~

thereto, the form of the Escrow Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated October 18, 2005).

99.1 Release dated January 4, 2006. (1)

______________

(1) Furnished (not filed) herewith.

SIGNATURES

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.

Date: ~~January~~June 428, 2006 TALK AMERICA HOLDINGS, INC. By: /s/ Aloysius T. Lawn IV Name: Aloysius T. Lawn IV Title: Executive Vice President - General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number Description

1099.1 ~~Agreement and Plan of Merger,~~ Release dated asJune ~~of October 18~~28, ~~2005, among NT Corporation, Talk America Holdings, Inc~~2006. ~~and THNetco, Inc., including, as Exhibit A thereto, the form of the Escrow Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated October 18, 2005).~~

99.1 Release dated January 4, 2006. (1)

(1) Furnished (not filed) herewith.

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