Form 3
Form 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*     

Manich, Helen
(Last)       (First)       (Middle)

c/o Talk America Holdings, Inc.
12020 Sunrise Valley Drive, Suite 250
(Street)

Reston, VA 20191
(City)       (State)       (Zip)
 2. Date of Event
Requiring Statement
(Month/Day/Year)

4/14/2003
 		4. Issuer Name and Ticker or Trading Symbol

Talk America Holdings, Inc.   (TALK)
3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)


 5. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)
___ Director                          ___ 10% Owner
_X_ Officer (give title below)   ___ Other (specify below)
Chief Marketing Officer
 6. If Amendment, Date of
Original (Month/Day/Year)
7. Individual or Joint/Group
Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
(Instr. 4)		 2. Amount of Securities
Beneficially Owned
(Instr. 4)		 3. Ownership
Form: Direct
(D) or Indirect
(I)  (Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,934 D  
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 5(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
 (Over)
SEC 1474 (7-02)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and
Expiration Date
(Month/Day/Year)

 3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4)		 4. Conversion or
Exercise
Price of
Derivative
Security 		5. Ownership
Form of
Derivative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 5)		 6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount
or
Number
of
Shares
Employee Stock Option Right to Buy 04/14/2004 (1) 04/14/2013 Common Stock 33,334 7.37 D  
Employee Stock Option Right to Buy 04/14/2005 (1) 04/14/2013 Common Stock 33,333 7.37 D  
Employee Stock Option Right to Buy 04/14/2006 (1) 04/14/2013 Common Stock 33,333 7.37 D  
Explanation of Responses:

(1) Subject to pro rata vesting upon the occurrence of certain events.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). 		/s/ Helen Manich
**Signature of Reporting Person
Helen Manich 		04/15/2003 
Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient,
See Instruction 6 for procedure.