SHARED TECHNOLOGIES CELLULAR INC, S-3, 1997-10-28

SHARED TECHNOLOGIES CELLULAR INC
S-3, 1997-10-28
TELEPHONE INTERCONNECT SYSTEMS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1997

REGISTRATION NO. 33-________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------

SHARED TECHNOLOGIES CELLULAR, INC.
-----------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
-----------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)

06-1386411
--------------------------------------
(IRS Employer Identification Number)

100 GREAT MEADOW ROAD, WETHERSFIELD, CT 06109
(860) 258-2500
--------------------------------------
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

ANTHONY D. AUTORINO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SHARED TECHNOLOGIES CELLULAR, INC.
100 GREAT MEADOW ROAD
WETHERSFIELD, CT 06109
(860) 258-2500
--------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

MARIANNE GILLERAN, ESQ.
MICHAEL J. CASHTON, ESQ.
GADSBY & HANNAH LLP
225 FRANKLIN STREET
BOSTON, MA 02110
(617) 345-7000

----------------

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

-------------------------------

CALCULATION OF REGISTRATION FEE

- ----------------------- --------------------- ---------------------- --------------------- ---------------------
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1)(2) SHARE (3) PRICE REGISTRATION FEE
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR
VALUE $0.01 PER SHARE 8,904,694 $5.53 $49,242,957.82 $14,922.11
("COMMON STOCK")
- ----------------------- --------------------- ---------------------- --------------------- ---------------------
</TABLE>

(1) PURSUANT TO RULE 416, THIS REGISTRATION STATEMENT ALSO COVERS SUCH
ADDITIONAL SECURITIES AS MAY BECOME ISSUABLE PURSUANT TO STOCK SPLITS OR
SIMILAR TRANSACTIONS.

(2) INCLUDES: (i) 5,686,361 SHARES OF COMMON STOCK WHICH HAVE HERETOFORE BEEN
ISSUED BY THE REGISTRANT AND (ii) 3,218,333 SHARES OF COMMON STOCK WHICH
MAY BE ISSUED BY THE REGISTRANT TO CERTAIN SHAREHOLDERS UPON THE EXERCISE
BY SUCH SHAREHOLDERS OF CERTAIN WARRANTS HELD BY SUCH SHAREHOLDERS.

(3) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(C), BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF
THE COMMON STOCK, $5.75 AND $5.31, RESPECTIVELY, AS REPORTED BY THE NASDAQ
SMALLCAP MARKET ON OCTOBER 24, 1997.

-------------------------------

SUBJECT TO COMPLETION, DATED OCTOBER 28, 1997

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

================================================================================

PROSPECTUS

SHARED TECHNOLOGIES CELLULAR, INC.
8,904,694 SHARES OF COMMON STOCK
$.01 PAR VALUE PER SHARE

This Prospectus relates to the offer and sale from time to time by the
"Selling Shareholders" named in this Prospectus of up to 8,904,694 shares of
Common Stock, $0.01 par value per share (the "Common Stock"), of Shared
Technologies Cellular, Inc., a Delaware corporation (the "Company"), as follows:
(i) up to 5,686,361 shares of Common Stock ("Issued Shares") which have
heretofore been issued by the Company to certain Selling Shareholders and (ii)
up to 3,218,333 shares of Common Stock ("Warrant Shares") which may be issued by
the Company to certain Selling Shareholders upon the exercise by such
shareholders of certain Common Stock Purchase Warrants held by such shareholders
("Company Warrants"). See "Selling Shareholders."

This offering (the "Offering") is not being underwritten. The shares of
Common Stock being offered hereunder may be sold by the Selling Shareholders
and/or their registered representatives from time to time at prices to be
determined at the time of such sales. No minimum purchase is required and no
arrangement has been made to have funds received by such Selling Shareholders
and/or their registered representatives placed in an escrow, trust or similar
account or arrangement, unless the proceeds come from a purchaser residing in a
state in which the sale of those securities has not yet been qualified. See
"Plan of Distribution."

The Common Stock is traded on the Nasdaq Smallcap market ("Nasdaq")
under the symbol "STCL." The shares of Common Stock to be offered for sale
pursuant to this Prospectus may be offered for sale on Nasdaq or in privately
negotiated transactions. On ______, 1997, the closing price for the Common Stock
as reported on Nasdaq was $_______ per share.

THE SECURITIES OFFERED HEREBY INVOLVE CERTAIN RISKS TO THE PURCHASERS
OF SUCH SECURITIES. SEE "RISK FACTORS" BEGINNING ON PAGE ONE OF THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Price to Underwriting Discounts Proceeds to
Public (1) and Commissions (2) Selling Shareholders (2)(3)
---------- ------------------- ---------------------------

<S> <C> <C> <C>
Per Share of Common Stock........... $ -0- $
Total(3)............................ $ -0- $
</TABLE>
- ----------
(1) Estimated prices solely for the purpose of this Prospectus based on the high
and low prices for the Common Stock of $_____ and $_____, respectively, as
reported on Nasdaq on _________, 1997.

(2) The Offering is not being underwritten. The Selling Shareholders will be
responsible for any commissions for the sale of the shares of Common Stock
offered in this Prospectus. The distribution of the shares by the Selling
Shareholders may be effected in one or more transactions that may take place on
Nasdaq, including ordinary broker's transactions, privately negotiated
transactions, or through sales to one or more dealers for the resale of such
shares as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees or commission may be paid by
the Selling Shareholders in connection with such sales. See "Selling
Shareholders" and "Plan of Distribution."

(3) The Company will receive no part of the proceeds from the sale of the shares
of Common Stock by the Selling Shareholders. The Company expects to incur
expenses in connection with this offering in the amount of approximately
$25,000. See "Use of Proceeds."

-------------------------------

The date of this Prospectus is _______________________

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page Page
<S> <C> <C> <C>

The Company................................. 1 Legal Matters.................................... 18
Risk Factors................................ 1 Experts.......................................... 18
Use of Proceeds............................. 5 Information Incorporated by Reference............ 19
Selling Shareholders........................ 6 Recent Developments.............................. 20
Plan of Distribution........................ 17 Indemnification.................................. 20
Transfer Agent.............................. 18

</TABLE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should be available at the Commission's Regional
Offices at 7 World Trade Center, New York, New York 10048, and 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material also can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission also maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission,
including the Company. The address of such site is http://www.sec.gov. The
Common Stock of the Company is quoted on the Nasdaq Smallcap market ("Nasdaq")
under the symbol "STCL". Reports and other information concerning the Company
may be inspected at the National Association of Securities Dealers, Inc. 1735 K
Street, N.W., Washington, D.C. 20006.

NO DEALER, SALESMAN, OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. ALL
INFORMATION IN THIS PROSPECTUS IS AS OF THE DATE OF THIS PROSPECTUS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, NOR DOES
IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER
OF SOLICITATION MAY NOT BE LAWFULLY MADE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

- ii -

THE COMPANY

The following summary does not purport to be complete and is qualified
in its entirety by and should be read in conjunction with the more detailed
information and financial statements (including the notes thereto) incorporated
into this Prospectus. The Company utilizes a fiscal year ending December 31 and
each year referred to herein shall be referred to as "fiscal." Investors should
carefully consider the information set forth under the heading "Risk Factors."

Shared Technologies Cellular, Inc. (the "Company"), a Delaware
corporation incorporated in 1989, is a national cellular service provider
offering rental or prepaid services in over 640 of approximately 950 Cellular
Geographical Service Areas ("CGSA") within the United States, and cellular
activation services in over 690 CGSA's. As a reseller or agent for cellular and
PCS carriers, the Company can offer cellular service to approximately 94% of the
US population. The Company rents portable cellular telephones to business and
leisure travelers, the press, attendees, and participants at conventions,
sporting events and government agencies. The Company also operates as a cellular
agent at certain locations which involves selling, installing and providing
airtime services for cellular customers. The Company also performs nationwide
cellular activation services through major retail chains, automobile dealers and
mail order distribution companies. Most recently, the Company began supporting
the activation, customer service and collection services for national prepaid
(debit) cellular service operation. The principal offices of the Company are
located at 100 Great Meadow Road, Wethersfield, Connecticut 06109. The Company's
telephone number at its principal office is (860) 258-2500.

RISK FACTORS

The securities offered hereby are highly speculative. Investors should
carefully consider the following matters in connection with an investment in the
Common Stock in addition to the other information contained or incorporated by
reference in this Prospectus. Information contained or incorporated by reference
in this Prospectus contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, which can be identified by
the use of forward-looking terminology such as "may," "will," "would," "could,"
"intend," "plan," "expect," "anticipate," "estimate," or "continue," or the
negative thereof or other variations thereon or comparable terminology. The
following matters constitute cautionary statements identifying important factors
with respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from those
in such forward-looking statements.

HISTORY OF LOSSES

Generally, since the Company's inception in 1989, the Company has
experienced continuing losses, although such losses substantially decreased in
1997.

DEPENDENCE ON KEY RELATIONSHIPS

The Company is dependent upon its relationships with certain major car
rental companies, which collectively accounted for approximately 47%, 40% and
46% of the Company's revenues during 1995, 1996 and the first eight months of
1997, respectively. In some cases, these agreements may be terminated on
relatively short notice. In addition, the Company derives a

-1-

substantial portion of its revenues from its relationship with Thorn Americas
("Thorn"). The Company provides debit (i.e. prepaid) cellular services through
Thorn. In 1996 and the first eight months of 1997, this relationship accounted
for 6% and 27% of the Company's revenues, respectively.

UNCERTAINTY OF CELLULAR MARKETPLACE

While the market for cellular communications products and services has
grown substantially in recent years, there can be no assurance that such growth
will continue at the same rate. Moreover, the Company's foray into the debit
(i.e. prepaid) cellular services business represents particular uncertainty with
respect to the market for such services as well as the Company's ability to
achieve profitable growth within such market.

PRICE OF SERVICES

The price of cellular services may decrease, and thus negatively impact
profitability, as new wireless technologies are developed and compete with
traditional cellular telephony.

COMPETITION AND TECHNOLOGICAL OBSOLESCENCE

The telecommunications industry in general, and the cellular telephone
industry in particular, is highly competitive. Competitive factors include
price, customer service, geographical coverage and the ability to increase
revenues through marketing. The Company's short-term portable service competes
with both regional and national cellular service companies, some of which have
substantially more experience and greater financial, technical and other
resources than the Company. In the agency and activation business, the Company
faces competition mainly from other resellers, mass merchants, carriers and
agents, many of which may have substantially more experience and greater
financial, marketing, technical and other resources than the Company. Such
competition may have a material adverse impact on the results of operations of
the Company. In addition to competition from other businesses, there is also a
significant array of wireless technologies currently under development in the
marketplace. Such technological advances may have a material adverse effect on
the business of the Company.

SEASONALITY

The Company has experienced a reduction of revenues in the winter
months due to the reduction in business travel during the holiday season and
inclement weather. The Company expects such a trend to continue.

-2-

GOVERNMENT REGULATION

From time to time, federal and state legislators and regulators have
proposed legislation and regulations that could potentially affect the Company,
either beneficially or adversely. Any such legislation or regulation, if
adopted, could have a material adverse impact on the Company's operations.

UNCERTAIN ABILITY TO ACHIEVE AND MANAGE PLANNED EXPANSION

The Company's future success and continued growth may depend on its
ability to acquire other companies and/or expand its operations. The Company's
expansion would be dependent on a number of factors, including its ability to
hire, train, retain and assimilate competent management and other employees, the
adequacy of the Company's financial resources and the Company's ability to
identify new markets in which it can successfully compete and to adapt its
management information and other systems to accommodate expanded operations. In
addition, the Company may enter new markets in which it has no prior operating
experience. No assurance can be given that the Company will be able to achieve
any planned expansion or that such expansion will be profitable. Any expansion,
including growth through acquisitions, will place increasing pressure on the
Company's management controls. The failure to manage successfully any planned
expansion would adversely affect the Company's business. No assurance can be
given that any expansion will lead to profitability.

RISKS ASSOCIATED WITH ACQUISITIONS

The Company's growth strategy may include acquisitions. No assurance can
be given that the Company will successfully identify suitable acquisition
candidates, complete acquisitions, integrate acquired operations into existing
operations or expand into new markets. No assurance can be given that
acquisitions will not have a material adverse effect upon the Company's
operating results, particularly in the fiscal quarters immediately following the
consummation of such transactions, while operations of the acquired businesses
are being integrated into the Company's operations. Once integrated, acquired
operations may not achieve profitability.

FINANCING GROWTH

Future expansions through acquisitions, development of new products, or
growth of existing operations will require significant capital. To date, the
Company has financed such expansion substantially through the sale of equity.
The Company currently has no bank financing or line of credit in place, although
it is engaged in discussions with various sources of financing from time to
time. No assurance can be given that the Company will obtain such sources of
financing at favorable terms, if at all. If such sources do not provide
sufficient funds, the Company will be unable to pursue its growth strategy,
which would have a material adverse effect on the Company's ability to increase
its revenues.

FLUCTUATING STOCK PRICE

The market price of the Company's Common Stock has fluctuated since the
Company's initial public offering in April 1995. There is no assurance that the
market price of the Common

-3-

Stock will be subject to continuous fluctuations in the future. The Common Stock
is traded on the Nasdaq Smallcap market, which market has experienced and is
likely to experience in the future significant price and volume fluctuations
that could adversely affect the market price of the Common Stock without regard
to the operating performance of the Company. The Company believes factors such
as quarterly fluctuations in financial results, announcements of new
technologies or announcements by the Company or competitors may cause the market
price of the Common Stock to fluctuate, perhaps substantially. These factors, as
well as general economic conditions such as recessions or high interest rates,
may adversely affect the market price of the Common Stock.

DEPENDENCE ON KEY PERSONNEL

The Company's future performance depends on the continued contributions
of certain key management personnel, including Anthony D. Autorino, its founder,
Chairman of the Board of Directors, Chief Executive Officer, and a significant
shareholder. There is no assurance that the Company will be able to retain any
key members of management or that they will be able to successfully manage the
Company's existing operations or achieve any expansion plans. The Company's
ability to grow and earn revenues also depends on its ability to attract and
retain other management personnel, of which no assurance can be given.

Mr. Autorino is currently also the Chairman and Chief Executive Officer
of Shared Technologies Fairchild, Inc. ("STFI"), a major shareholder of the
Company and holder of the STFI Shares. STFI has announced that it is in the
process of being acquired by Tel-Save Holdings, Inc. ("Tel-Save") in a
stock-for-stock merger transaction. The Company is not involved in such
transaction and Mr. Autorino's position with the Company is not effected by the
transaction. The Company anticipates, however, that such transaction will be
completed by the end of calendar 1997, at which time Mr. Autorino will no longer
serve as a director, officer or employee of STFI.

NO DIVIDENDS

The Company has not paid any dividends to its stockholders since its
inception and does not plan to pay any dividends in the foreseeable future. The
Company intends to reinvest earnings, if any, in the development and expansion
of its business.

LIMITATION ON OFFICERS AND DIRECTORS LIABILITIES

Pursuant to the Company's Restated Certificate of Incorporation, as
authorized under applicable Delaware law, (a) directors of the Company are not
liable for monetary damages for breach of fiduciary duty, except in connection
with a breach of duty of loyalty, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for dividend
payments or stock repurchases illegal under Delaware law or for any transaction
in which a director has derived an improper personal benefit, and (b) the
Company shall indemnify its officers and directors to the fullest extent
permitted by Delaware law for expenses, fines and judgments (including
reasonable attorney's fees) incurred in the defense and

-4-

settlement of any actions against such persons in connection with their having
served as officers and directors of the Company with respect to matters in which
the director or officer acted in good faith and in a manner he reasonably
believed to be not opposed to the best interest of the Company, and, with
respect to any criminal action, had reasonable cause to believe his conduct was
lawful. For a more detailed explanation of these provisions, see
"Indemnification."

ANTITAKEOVER EFFECTS; DELAWARE LAW AND CERTAIN CHARTER PROVISIONS; PREFERRED
STOCK

The Company's Restated Certificate of Incorporation, as amended, as
well as Delaware corporate law, contain certain provisions that could have the
effect of delaying, deferring or preventing a change in control of the Company
and could adversely affect the prevailing market price of the Common Stock.
Certain of such provision impose various procedural and other requirements that
could make it more difficult for stockholders to effect certain corporate
actions. Other provisions allow the Company to issue, without stockholder
approval, preferred stock having rights senior to those of the Common Stock. The
preferred stock may be issued in one or more series, the terms of which may be
determined at the time of issuance by the board of directors, without further
action by stockholders, and may include voting rights, preferences as to
dividends and liquidation, conversion and redemption rights and sinking fund
provisions. The issuance of any preferred stock could adversely affect the
rights of the holders of the Common Stock, and therefore reduce the value of the
Common Stock. In particular, specific rights granted to future holders of
preferred stock could be used to restrict the Company's ability to merge with or
sell its assets to at third party, thereby preserving control of the Company by
its then owners.

FUTURE SALES OF COMMON STOCK

The Company's board of directors has the authority, without action or
vote of the stockholders, to issue all or part of any authorized but unissued
shares of Common Stock, including shares authorized but unissued under the
Company's stock option plans. Any such issuance will dilute the percentage of
ownership interest of stockholders and may further dilute the book value of the
Common Stock. In addition, holders of options may exercise them at a time when
the Company would otherwise be able to obtain additional equity capital on terms
more favorable to the Company.

The sale, or availability for sale, of a substantial number of shares
of Common Stock in the public market as a result of or following this offering
could adversely affect the market price for the Common Stock and could impair
the Company's ability to raise additional capital through the sale of its equity
securities.

USE OF PROCEEDS

The Company will receive no part of the proceeds from the sale of the
shares of Common Stock by the Selling Shareholders. The Company expects to incur
expenses in connection with this offering in the amount of approximately $25,000
for filing, legal, accounting and miscellaneous fees and expenses. The Company
will not pay for, among other expenses,

-5-

commissions and discounts of brokers, dealers or agents or the fees and expenses
of counsel for the Selling Shareholders. See "Selling Shareholders" and "Plan of
Distribution."

SELLING SHAREHOLDERS

This Prospectus relates to the offer and sale from time to time by the
Selling Shareholders named in this Prospectus of up to (i) 5,686,361 shares of
Common Stock ("Issued Shares") which have heretofore been issued by the Company
to certain Selling Shareholders and (ii) 3,218,333 shares of Common Stock
("Warrant Shares") which may be issued by the Company to certain Selling
Shareholders upon the exercise by such shareholders of certain Common Stock
Purchase Warrants ("Company Warrants") held by such shareholders.

The Issued Shares and the Warrant Shares are being registered to permit
public secondary trading of the shares from time to time by the Selling
Shareholders. Such securities are being registered at the expense of the
Company. The Company will not pay for the fees and expenses of the Selling
Shareholders, their attorneys or other representatives, as a result of the sale
of such securities by the Selling Shareholders. See "Use of Proceeds" and "Plan
of Distribution."

The Company has previously issued the Issued Shares to certain Selling
Shareholders in various private transactions between the Company and such
shareholders. Such Issued Shares may be sold publicly hereunder. Certain of the
Issued Shares (the "STFI Shares") are held by Shared Technologies Fairchild Inc.
("STFI"), a former parent and former majority shareholder of the Company, which
currently holds approximately 25.4% of the Company's issued and outstanding
shares of Common Stock. Certain Selling Shareholders listed below currently hold
warrants to purchase the STFI Shares from STFI ("STFI Warrants"). The STFI
Warrants were issued to such Selling Shareholders in various private
transactions. Under this Prospectus, (i) STFI may sell the STFI Shares to the
Selling Shareholders who hold STFI Warrants, and, from time to time, such
Selling Shareholders may resell their STFI Shares to the public or (ii) upon the
cancellation or expiration of the STFI Warrants, STFI may sell the STFI Shares
to the public. The STFI Warrants expire on May 1, 1999. STFI has announced that
it is in the process of being acquired by Tel-Save Holdings, Inc. ("Tel-Save")
in a stock-for-stock merger transaction which may be consummated by the end of
calendar 1997. Upon the consummation of such merger, Tel-Save will therefore be
the holder of the STFI Shares and entitled to resell such shares hereunder as a
Selling Shareholder. To the Company's knowledge, no other Issued Shares are
subject to similar warrants or purchase rights.

The Company may, from time to time, issue the Warrant Shares to certain
Selling Shareholders, but only upon the exercise by such shareholders of Company
Warrants currently held by such Selling Shareholders. The Company Warrants were
issued to certain Selling Shareholders by the Company from 1995 to 1997 in
various private transactions. The Company Warrants expire at various times. No
assurance can be given that any Selling Shareholders will exercise their Company
Warrants, and the Company cannot predict when, and to what extent the holders of
any Company Warrants will exercise their warrants, if at all. The Warrant
Shares, when purchased from the Company, may be sold publicly hereunder.

Additional information concerning Selling Shareholders holding Issued
Shares and Warrant Shares is contained in the following table, which sets forth
certain information to the best of the Company's knowledge concerning the
Selling Shareholders, the number of shares to be offered and sold by each
Selling Shareholder and the amount of Common Stock that will be

-6-

owned by each Selling Shareholder following the offering (assuming sale of all
shares of Common Stock being offered hereby) by the Selling Shareholders.

<TABLE>
<CAPTION>
Percentage of
Beneficial Beneficial Common Stock
Ownership of Number of Shares Ownership of Beneficially
Common Stock Prior of Common Stock to Common Stock After Owned After
Selling Shareholder to Offering be Offered Offering Offering
------------------- ----------- ---------- -------- --------

<S> <C> <C> <C> <C>
1. Shared Technologies 1,832,070 (1) 1,832,070 (1) 0 *
Fairchild Inc. ("STFI")

2. North Hampton Holdings 34,649 (2) 34,649 (2) 0 *
Corporation III

3. The Jenifer Altman 38,215 (3) 38,215 (3) 0 *
Foundation

4. The Ennismore 1,666,666 (4) 1,666,666 (4) 0 *
Corporation

5. RHI Holdings, Inc.("RHI") 1,000,000 (5) 1,000,000 (5) 0 *

6. H.J. Meyers 36,000 (6) 36,000 (6) 0 *

7. Vertical Financial Ltd. 126,383 (7) 126,383 (7) 0 *

8. International Capital 681,667 (8a) 671,667 (8b) 10,000 (8c) *
Partners, Inc. ("ICP")

9. Consulting for 30,000 (9) 30,000 (9) 0 *
Strategic Growth, Ltd.

10. Estate of Carol F. 129,666 (10) 116,666 (10) 13,000 *
Autorino

11. Vincent DiVincenzo 280,382 (11a) 258,715 (11b) 21,667 (11c) *

12. Sean P. Hayes 123,048 (12a) 79,715 (12b) 43,333 (12c) *

13. Kenneth M. Dorros 100,938 (13a) 85,105 (13b) 15,833 (13c) *

14. Donna D. DiBella 236,666 (14) 236,666 (14) 0 *

15. Thomas H. Decker 125,666 (15a) 111,666 (15b) 14,000 (15c) *

16. John Lovkay 47,001 (16a) 18,334 (16b) 28,667 (16c) *

17. Ismael Pinho 31,666 (17a) 21,666 (17b) 10,000 (17c) *

18. Jon Sorenson 30,834 (18a) 5,834 (18b) 25,000 (18c) *

-7-

Percentage of
Beneficial Beneficial Common Stock
Ownership of Number of Shares Ownership of Beneficially
Common Stock Prior of Common Stock to Common Stock After Owned After
Selling Shareholder to Offering be Offered Offering Offering
------------------- ----------- ---------- -------- --------

19. Emelio Bassini 100,000 (19) 100,000 (19) 0 *
Retirement Plan

20. Piers Playfair 33,334 (20) 33,334 (20) 0 *

21. George William Mauerman 50,000 (21) 50,000 (21) 0 *

22. Adrien W. Mauerman 116,666 (22) 116,666 (22) 0 *
Testamentary Trust

23. Anthony D. Autorino 2,092,833 (23a) 602,764 (23b) 81,333 (23c) *

24. Jeffrey J. Steiner 300,000 (24) 300,000 (24) 0 *

25. Richard P. Webb 33,333 (25) 33,333 (25) 0 *

26. Paul R. Barry 163,438 (26a) 145,105 (26b) 18,333 (26c) *

27. Patricia LaPierre 102,500 (27a) 100,000 (27b) 2,500 (27c) *

28. Mary van Schuyler Raiser 9,554 (28) 9,554 (28) 0 *

29. Kevin Schottlander 20,000 (29) 20,000 (29) 0 *

30. Wesley Skorski 35,000 (30a) 30,000 (30b) 5,000 (30c) *

31. Edythe M. Brewster 18,667 (31a) 15,000 (31b) 3,667 (31c) *

32. Linda L. Fazzina 16,664 (32a) 15,000 (32b) 1,664 (32c) *

33. Jennifer Rieber 8,904 (33a) 4,737 (33b) 4,167 (33c) *

34. Donald E. Miller 25,000 (34) 25,000 (34) 0 *

35. Jo McKenzie 25,000 (35) 25,000 (35) 0 *

36. Estate of Edward J. 25,000 (36) 25,000 (36) 0 *
McCormack, Jr.

37. Natalia Hercot 25,000 (37) 25,000 (37) 0 *

38. Renee Autorino 16,667 (38a) 5,000 (38b) 11,667 (38c) *

39. Maryann Elkas 14,167 (39a) 2,500 (39b) 11,667 (39c) *

-8-

40. S. Robert Pye 39,485 (40a) 29,485 (40b) 10,000 (40c) *

41. Robin Craig 3,500 (41a) 2,500 (41b) 1,000 (41c) *

42. Niels Pederson 3,500 (42a) 2,500 (42b) 1,000 (42c) *

43. Michael Riccardi 3,500 (43a) 2,500 (43b) 1,000 (43c) *

44. Peggy J. McGill 2,500 (44) 2,500 (44) 0 *

45. James L. Green 10,515 (45a) 515 (45b) 10,000 (45c) *

46. The North Fork Group 8,325 (46) 8,325 (46) 0 *

47. Triad Capital Partners, 16,675 (47) 16,675 (47) 0 *
Inc.

48. General Capital 62,763 (48) 62,763 (48) 0 *
Holdings, Ltd.

49. Peoples Telephone 100,000 (49) 100,000 (49) 0 *
Company

50. Thomas S. Parigian 1,980 (50) 1,980 (50) 0 *

51. William F. Masucci 2,475 (51) 2,475 (51) 0 *

52. Michael A. Bresner 11,975 (52) 11,975 (52) 0 *

53. Robert J. Setteducati 3,960 (53) 3,960 (53) 0 *

54. Michael Vanechanos 1,238 (54) 1,238 (54) 0 *

55. Joseph Galligan 1,238 (55) 1,238 (55) 0 *

56. James C. Witzel 1,485 (56) 1,485 (56) 0 *

57. Alza Corporation 30,000 (57) 30,000 (57) 0 *
Retirement Plan

58. Tenet Healthcare Corp. 82,087 (58) 82,087 (58) 0 *
Master Trust

59. Asphalt Green, Inc. 16,000 (59) 16,000 (59) 0 *

60. Brearley School 19,107 (60) 19,107 (60) 0 *
Endowment Fund

-9-

61. Chapin School Ltd. 28,661 (61) 28,661 (61) 0 *
Endowment Fund

62. Demvest Equities L.P. 19,107 (62) 19,107 (62) 0 *

63. Fred & Lucy Giampino 9,555 (63) 9,555 (63) 0 *
JTWROS

64. HBL Charitable Unitrust 19,107 (64) 19,107 (64) 0 *

65. Helen Hunt 19,107 (65) 19,107 (65) 0 *

66. Jeanne L. Morency 9,553 (66) 9,553 (66) 0 *

67. Psychology Associates 9,555 (67) 9,555 (67) 0 *

68. Arthur D. Little 150,000 (68) 150,000 (68) 0 *
Employees Investment
Plan

69. City of Milford 76,430 (69) 76,430 (69) 0 *
Employee Pension Fund

70. National Federation of 38,215 (70) 38,215 (70) 0 *
Independent Business
Employee Pension Trust

71. Norwalk Employees 38,215 (71) 38,215 (71) 0 *
Pension Plan

72. Planned Parenthood of 19,107 (72) 19,107 (72) 0 *
New York City

73. Roanoke College 57,323 (73) 57,323 (73) 0 *

74. Tab Products Company 38,215 (74) 38,215 (74) 0 *
Pension Plan

75. Warren Investment 19,107 (75) 19,107 (75) 0 *
Group, Ltd.

76. Warren Otologic Group 19,107 (76) 19,107 (76) 0 *
P/S Trust

-10-

77. William B. Lazar 9,554 (77) 9,554 (77) 0 *

78. Wells Family LLC 95,538 (78) 95,538 (78) 0 *

79. Harold & Grace Willens 19,107 (79) 19,107 (79) 0 *
JTWROS

80. Public Employee 538,333 (80) 538,333 (80) 0 *
Retirement System of
Idaho

81. City of Stamford 126,667 (81) 126,667 (81) 0 *
Firemen's Pension Fund

82. State of Oregon/ZCG 791,667 (82) 791,667 (82) 0 *

83. Van Loben Sels 95,000 (83) 95,000 (83) 0 *
Charitable Foundation

84. Raiser Marital Trust 38,216 (84) 38,216 (84) 0 *

</TABLE>
- ------------------
* Less than 1%

(1) Includes 1,832,070 Issued Shares ("STFI Shares") which are subject to
purchase from STFI by certain Selling Shareholders pursuant to the STFI
Warrants. Under this Prospectus, (i) STFI may sell the STFI Shares to
the Selling Shareholders who hold STFI Warrants, and, from time to
time, such Selling Shareholders may resell their STFI Shares to the
public or (ii) upon the concellation or expiration of the STFI
Warrants, STFI may sell the STFI Shares to the public. The STFI
Warrants expire on May 1, 1999. STFI has announced that it is in the
process of being acquired by Tel-Save Holdings, Inc. ("Tel-Save") in a
stock-for-stock merger transaction which may be consummated by the end
of calendar 1997. Upon the consummation of such merger, Tel-Save will
therefore be the holder of the STFI Shares and entitled to resell such
shares hereunder as a Selling Shareholder.

(2) Includes 34,649 Warrant Shares.

(3) Includes 38,215 Issued Shares.

(4) Includes 833,333 Issued Shares and 833,333 Warrant Shares.

(5) Includes 500,000 Issued Shares and 500,000 Warrant Shares. RHI is a
principal stockholder of STFI. Mr. Steiner (see Selling Shareholder
number 24) beneficially owns a majority of the voting stock of RHI's
parent, The Fairchild Corporation.

(6) Includes 36,000 Warrant Shares. H.J. Meyers was the underwriter of the
Company's initial public offering.

(7) Includes 95,000 Warrant Shares and 31,383 Issued Shares.

-11-

(8a) Includes 65,000 STFI Shares, 540,000 Warrant Shares, 66,667 Issued
Shares and 10,000 shares issuable upon exercise of options.

(8b) Includes 65,000 STFI Shares, 540,000 Warrant Shares, and 66,667 Issued
Shares.

(8c) Includes 10,000 shares issuable issable upon exercise of options.

(9) Includes 30,000 Warrant Shares.

(10) Includes 58,333 Warrant Shares and 58,333 Issued Shares. Carol F.
Autorino was the spouse of Anthony D. Autorino, the Chairman and Chief
Executive Officer of the Company (see Selling Shareholder number 23).

(11a) Mr. DiVincenzo is the Treasurer, Chief Financial Officer, and a
director of the Company. Includes 21,667 shares issuable upon exercise
of options, 194,000 STFI Shares, 16,667 Warrant Shares and 48,048
Issued Shares.

(11b) Includes 194,000 STFI Shares, 16,667 Warrant Shares and 48,048 Issued
Shares.

(11c) Includes 21,667 shares issuable upon exercise of options.

(12a) Mr. Hayes is a Vice President of the Company. Includes 43,333 shares
issuable upon exercise of options, 35,000 STFI Shares, 6,667 Warrant
Shares and 38,048 Issued Shares.

(12b) Includes 35,000 STFI Shares, 6,667 Warrant Shares and 38,048 Issued
Shares.

(12c) Includes 43,333 shares issuable upon exercise of options.

(13a) Mr. Dorros was formerly the Vice President, General Counsel and
Secretary of the Company. Includes 15,833 shares issuable upon exercise
of options, 50,000 STFI Shares, 5,000 Warrant Shares and 30,105 Issued
Shares.

(13b) Includes 50,000 STFI Shares, 5,000 Warrant Shares and 30,105 Issued
Shares.

(13c) Includes 15,833 shares issuable upon exercise of options.

(14) Includes 58,333 Warrant Shares, 58,333 Issued Shares and 120,000 STFI
Shares. Ms. DiBella is the spouse of William A. DiBella, a director of
and a consultant to the Company.

(15a) Mr. Decker is a director of the Company. Includes 6,000 shares issuable
upon exercise of options, 45,000 STFI Shares, 33,333 Warrant Shares and
33,333 Issued Shares.

(15b) Includes 45,000 STFI Shares, 33,333 Warrant Shares and 33,333 Issued
Shares.

(15c) Includes 6,000 shares issuable upon exercise of options.

(16a) Mr. Lovkay is a Vice President of the Company. Includes 28,667 shares
issuable upon exercise of options, 5,000 STFI Shares, 6,667 Warrant
Shares and 6,667 Issued Shares.

(16b) Includes 5,000 STFI Shares, 6,667 Warrant Shares and 6,667 Issued
Shares.

(16c) Includes 28,667 shares issuable upon exercise of options.

(17a) Mr. Pinho is Controller of the Company. Includes 10,000 shares issuable
upon exercise of options, 15,000 STFI Shares, 3,333 Warrant Shares and
3,333 Issued Shares.

-12-

(17b) Includes 15,000 STFI Shares, 3,333 Warrant Shares, and 3,333 Issued
Shares.

(17c) Includes 10,000 shares issuable upon exercise of options.

(18a) Mr. Sorenson is a Vice President of the Company. Includes 25,000 shares
issuable upon exercise of options, 2,500 STFI Shares, 1,667 Warrant
Shares and 1,667 Issued Shares.

(18b) Includes 2,500 STFI Shares, 1,667 Warrant Shares and 1,667 Issued
Shares.

(18c) Includes 25,000 shares issuable upon exercise of options.

(19) Includes 50,000 Warrant Shares and 50,000 Issued Shares.

(20) Includes 16,667 Warrant Shares and 16,667 Issued Shares.

(21) Includes 25,000 Warrant Shares and 25,000 Issued Shares.

(22) Includes 58,333 Warrant Shares and 58,333 Issued Shares.

(23a) Mr. Autorino is Chairman and Chief Executive Officer of the Company,
and until approximately December 1, 1997 will serve as Chairman and
Chief Executive Officer of STFI. Includes 58,333 shares issuable upon
exercise of options. Includes 129,666 shares owned by the Estate of
Carol F. Autorino, of which Mr. Autorino disclaims beneficial ownership
(see Selling Shareholder number 10 and note 10). Includes the 1,832,070
STFI Shares offered hereunder, as to which Mr. Autorino disclaims
beneficial ownership (see Selling Shareholder number 1 and note 1);
however, Mr. Autorino does not disclaim beneficial ownership of 540,000
STFI Shares which he may purchase from STFI pursuant to STFI Warrants
held by him. Includes 62,764 Issued Shares.

(23b) Includes 540,000 STFI Shares and 62,764 Issued Shares.

(23c) Includes 58,333 shares issuable upon exercise of options, and the
13,000 shares to be held by the Estate of Carol F. Atorino after this
offering, of which Mr. Autorino disclaims beneficial ownership.
Reflects the sale of (i) all of Mr. Autorino's shares to be offered by
him hereunder (see note 23b), (ii) all STFI Shares offered hereunder,
and (iii) all of the 116,666 shares offered hereunder by the Estate of
Carol F. Autorino (see note 10).

(24) Includes 300,000 STFI Shares.

(25) Includes 33,333 STFI Shares.

(26a) Mr. Barry is a consultant to the Company. Includes 120,000 STFI Shares,
18,333 shares issuable upon exercise of options and 25,105 Issued
Shares.

(26b) Includes 120,000 STFI Shares and 25,105 Issued Shares.

(26c) Includes 18,333 shares issuable upon exercise of options.

(27a) Ms. LaPierre is a consultant to the Company. Includes 2,500 shares
issuable upon exercise of options and 100,000 STFI Shares.

(27b) Includes 100,000 STFI Shares.

(27c) Includes 2,500 shares issuable upon exercise of options.

-13-

(28) Includes 9,554 Issued Shares.

(29) Includes 20,000 STFI Shares.

(30a) Mr. Skorski is an employee of the Company. Includes 5,000 shares
issuable upon exercise of options and 30,000 STFI Shares.

(30b) Includes 30,000 STFI Shares.

(30c) Includes 5,000 shares issuable upon exercise of options.

(31a) Ms. Brewster is an employee of STFI and a consultant to the Company.
Includes 3,667 shares issuable upon exercise of options and 15,000 STFI
Shares.

(31b) Includes 15,000 STFI Shares.

(31c) Includes 3,667 shares issuable upon exercise of options.

(32a) Ms. Fazzina is General Counsel and Secretary of the Company. Includes
1,664 shares issuable upon exercise of options and 15,000 STFI Shares.

(32b) Includes 15,000 STFI Shares.

(32c) Includes 1,664 shares issuable upon exercise of options.

(33a) Ms. Rieber is an employee of the Company. Includes 4,167 shares
issuable upon exercise of options and 4,737 STFI Shares.

(33b) Includes 4,737 STFI Shares.

(33c) Includes 4,167 shares issuable upon exercise of options.

(34) Includes 25,000 STFI Shares.

(35) Includes 25,000 STFI Shares.

(36) Includes 25,000 STFI Shares.

(37) Includes 25,000 STFI Shares.

(38a) Ms. Autorino is an employee of the Company and is the daughter-in-law
of Mr. Autorino. Includes 11,667 shares issuable upon exercise of
options and 5,000 STFI Shares.

(38b) Includes 5,000 STFI Shares.

(38c) Includes 11,667 shares issuable upon exercise of options.

(39a) Ms. Elkas is an employee of the Company. Includes 11,667 shares
issuable upon exercise of options and 2,500 STFI Shares.

(39b) Includes 2,500 STFI Shares.

(39c) Includes 11,667 shares issuable upon exercise of options.

-14-

(40a) Mr. Pye is an employee of the Company. Includes 10,000 shares issuable
upon exercise of options, 5,000 STFI Shares, and 24,485 Warrant Shares.

(40b) Includes 5,000 STFI Shares and 24,485 Warrant Shares.

(40c) Includes 10,000 shares issuable upon exercise of options.

(41a) Ms. Craig is an employee of the Company. Includes 1,000 shares issuable
upon exercise of options and 2,500 STFI Shares.

(41b) Includes 2,500 STFI Shares.

(41c) Includes 1,000 shares issuable upon exercise of options.

(42a) Mr. Pedersen is an employee of the Company. Includes 1,000 shares
issuable upon exercise of options and 2,500 STFI Shares.

(42b) Includes 2,500 STFI Shares.

(42c) Includes 1,000 shares issuable upon exercise of options.

(43a) Mr. Riccardi is an employee of the Company. Includes 1,000 shares
issuable upon exercise of options and 2,500 STFI Shares.

(43b) Includes 2,500 STFI Shares.

(43c) Includes 1,000 shares issuable upon exercise of options.

(44) Ms. McGill is an employee of the Company. Includes 2,500 STFI Shares.

(45a) Mr. Green is an employee of the Company. Includes 10,000 shares
issuable upon the exercise of options, and 515 Warrant Shares.

(45b) Includes 515 Warrant Shares.

(45c) Includes 10,000 shares issuable upon exercise of options.

(46) Includes 8,325 Warrant Shares.

(47) Includes 16,675 Warrant Shares.

(48) Includes 62,763 Issued Shares.

(49) Includes 100,000 Issued Shares.

(50) Includes 1,980 Warrant Shares.

(51) Includes 2,475 Warrant Shares.

(52) Includes 11,975 Warrant Shares.

(53) Includes 3,960 Warrant Shares.

(54) Includes 1,238 Warrant Shares.

-15-

(55) Includes 1,238 Warrant Shares.

(56) Includes 1,485 Warrant Shares.

(57) Includes 30,000 Issued Shares.

(58) Includes 82,087 Issued Shares.

(59) Includes 16,000 Issued Shares.

(60) Includes 19,107 Issued Shares.

(61) Includes 28,661 Issued Shares.

(62) Includes 19,107 Issued Shares.

(63) Includes 9,555 Issued Shares.

(64) Includes 19,107 Issued Shares.

(65) Includes 19,107 Issued Shares.

(66) Includes 9,553 Issued Shares.

(67) Includes 9,555 Issued Shares.

(68) Includes 150,000 Issued Shares.

(69) Includes 76,430 Issued Shares.

(70) Includes 38,215 Issued Shares.

(71) Includes 38,215 Issued Shares.

(72) Includes 19,107 Issued Shares.

(73) Includes 57,323 Issued Shares.

(74) Includes 38,215 Issued Shares.

(75) Includes 19,107 Issued Shares.

(76) Includes 19,107 Issued Shares.

(77) Includes 9,554 Issued Shares.

(78) Includes 95,538 Issued Shares.

(79) Includes 19,107 Issued Shares.

(80) Includes 283,333 Issued Shares and 255,000 Warrant Shares.

(81) Includes 66,667 Issued Shares and 60,000 Warrant Shares.

-16-

(82) Includes 416,667 Issued Shares and 375,000 Warrant Shares.

(83) Includes 50,000 Issued Shares and 45,000 Warrant Shares.

(84) Includes 38,216 Issued Shares.

The Selling Shareholders are not restricted as to the price or prices
at which they may sell their securities, except that STFI may sell the STFI
Shares to certain Selling Shareholders at prices determined by the STFI
Warrants. Sales of the securities offered hereunder at less than the market
price may depress the market price of the Company's Common Stock. Except with
respect to sales of the STFI Shares from STFI to certain Selling Shareholders
holding STFI Warrants, it is anticipated that the sale of the securities being
offered hereby, when made, will be made through customary channels either
through broker-dealers acting as agents or brokers for the seller, or through
broker-dealers acting as principals, who, may then resell the shares in the
over-the-counter market, or at private sales in the over-the-counter market or
otherwise, at negotiated prices related to prevailing market prices at the time
of the sales, or by a combination of such methods. Thus, the period for the sale
of such securities by the Selling Shareholders may occur over an extended period
of time.

PLAN OF DISTRIBUTION

The Common Stock offered hereunder may be offered and sold from time to
time by the Selling Shareholders. See "Selling Shareholders." The shares of
Common Stock covered by this Prospectus may be sold by the Selling Shareholders
in one or more transactions on Nasdaq, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The shares of Common Stock may be sold by one or more
of the following methods: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares of Common Stock as agent but may
position and resell a portion of the block as principal in order to facilitate
the transaction; (b) a purchase by a broker or dealer as principal, and the
resale by such broker or dealer for its account pursuant to this Prospectus,
including resale to another broker or dealer; or (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. Thus, the
period of distribution of such shares of Common Stock may occur over an extended
period of time. In effecting sales, brokers or dealers engaged by a Selling
Shareholder may arrange for other brokers or dealers to participate. Usual and
customary or specifically negotiated brokerage fees or commissions may be paid
by the Selling Shareholders in connection with such sales.

The Company will receive no part of the proceeds from the sale of the
shares of Common Stock by the Selling Shareholders. The Company may receive up
to approximately $11,679,852 from the exercise of the Company Warrants by
certain Selling Shareholders, of which no assurance can be given. The Company
cannot predict when and to what extent the holders of any Company Warrants will
exercise their warrants, if at all. The Company intends to apply the proceeds of
any exercise of the Company Warrants to the Company's general working capital
requirements. The Company expects to incur expenses in connection with this
offering in the amount of approximately $25,000 for filing, legal, accounting
and miscellaneous fees and

-17-

expenses.The Company will not pay for, among other expenses, commissions and
discounts of underwriters, dealers or agents or the fees and expenses of counsel
for the Selling Shareholders.

In offering the securities, the Selling Shareholders and any
broker-dealers and any other participating broker-dealers who execute sales for
the Selling Shareholders may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended, in connection with such sales, and
any profits realized by the Selling Shareholders and the compensation such
broker-dealer may be deemed to be underwriting discounts and commissions. In
addition, any shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.

The Company intends to advise the Selling Shareholders that during such
time as they may be engaged in a distribution of securities included herein they
are required to comply with Regulation M under the Exchange Act (as described in
more detail below) and, in connection therewith, that they may not engage in any
stabilization activity, except as permitted under the Exchange Act, are required
to furnish each broker-dealer through which Common Stock included herein may be
offered copies of this Prospectus, and may not bid for or purchase any
securities of the company or attempt to induce any person to purchase any
securities except as permitted under the Exchange Act.

Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Regulation M also governs bids and purchases
made in order to stabilize the price of a security in connection with a
distribution of the security.

TRANSFER AGENT

The transfer agent for the Company's Common Stock is the Continental
Stock Transfer & Trust Company, 2 Broadway, New York, NY 10004.

LEGAL MATTERS

Certain legal matters relating to the Common Stock offered hereby has
been passed upon for the Company by Gadsby & Hannah LLP, 225 Franklin Street,
Boston, Massachusetts 02110.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1995
and December 31, 1996, and the related consolidated statements of operations,
cash flows and stockholders' equity and financial statement schedule for each of
the three years in the period ended December 31, 1996, included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, which is
incorporated by reference in this Prospectus, has been incorporated herein in
reliance on the report, which report contains an explanatory paragraph relating
to the Company's ability to continue as a going concern, of Rothstein, Kass &
Company, P.C., independent accountants, on the authority of that firm as experts
in accounting and auditing.

-18-

INFORMATION INCORPORATED BY REFERENCE

This Prospectus constitutes a part of a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), covering the Common
Stock included in this Prospectus. This Prospectus does not contain all of the
information constituting the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement,
copies of which may be obtained at prescribed rates upon request to the
Commission. Statements contained herein concerning the provisions of any
document are not necessarily complete, and in each instance reference is made to
the copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.

The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed on March 31, 1997, as amended by Form
10-K/A filed May 9, 1997;

(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997, filed on May 14, 1997;

(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, filed on August 14, 1997;

(4) The Company's Current Report on Form 8-K filed January 23, 1997;

(5) The Company's Current Report on Form 8-K/A filed March 14, 1997,
amending the Company's Current Report on Form 8-K dated April 27,
1996;

(6) The Company's Proxy Statement filed April 30, 1997 in connection
with the Company's Annual Meeting of Stockholders held on May 23,
1997;

(7) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed December 20,
1994 and April 19, 1995.

All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of this offering shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.

Any statement incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein

-19-

modifies or supersedes such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be made in writing to the Company at the
Company's principal executive offices at 100 Great Meadow Road, Wethersfield,
Connecticut 06109, Attention: Secretary, or by telephone at (860) 258-2400.

RECENT DEVELOPMENTS

No material changes in the Company's affairs have occurred since the
end of the Company's fiscal year ended December 31, 1996, which have not been
described in a report on an Annual Report on Form 10-K, a Quarterly Report on
Form 10-Q or Current Report on Form 8-K filed by the Company under the Exchange
Act.

INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the following provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Delaware General Corporation Law, Section 102(b)(7), enables a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders to eliminate or limit personal liability of
members of its Board of Directors for violations of a director's fiduciary duty
of care. However, the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which is deemed illegal or obtaining an improper
personal benefit. Article EIGHTH of the Company's Restated Certificate of
Incorporation includes the following language:

A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director for any act or omission; provided,
however, that the foregoing shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct for a knowing
violation of law, (iii) under Section 174 of the [Delaware General
Corporation Law ("GCL")], or (iv) for any transaction from which the
Director derived an improper personal benefit. If the GCL is hereafter
amended to permit further elimination or limitation of the personal
liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by

-20-

the GCL as so amended. Any repeal or modification of this Article EIGHT
by the stockholders of the Corporation or otherwise shall not apply to
or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omission
of such director occurring prior to such amendment or repeal.

Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the Company,
and, with respect to any criminal action, had reasonable cause to believe his
conduct was lawful. Article NINTH of the Company's Restated Certificate of
Incorporation includes the following language:

(a) The Corporation shall, to the fullest extent
permitted by Section 145 of the GCL, indemnify any person [who] was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right if the Corporation)
against any and all of the expenses (including attorney's fees), judgment, fines
and amounts paid in settlement actually or reasonably incurred by such person by
reason of having been an officer, director, employee or agent at the request of
the Corporation, any subsidiary of the Corporation or of any other corporation,
partnership, joint venture, trust or other enterprise for which any and all
persons who acted as officer, director, employee or agent at the request of the
Corporation, if such person acted in good faith and in a manner he reasonably
believed to be in [or] not opposed to the best interests of the Corporation,
and, with respect to any criminal was unlawful. The termination of any action,
suit or proceeding by judgment, order settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceedings, had reasonably cause to
believe that his conduct was unlawful.

(b) The Corporation may indemnify any person who was
or is a party of is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent or another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

-21-

(c) To the extent that a director, officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection (a) and (b)
of this section, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

(d) Any indemnification under subsection (a) and (b)
of this section (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsection (a) and (b) of this section. Such determination shall be made (1) by
the Board by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal administrative or
investigative action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director, or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the Corporation as authorized in the section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board deems appropriate.

(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.

(g) The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify a person against such liability under this
section.

(h) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executor and administrator of such a person.

-22-

(i) If a claim for indemnification pursuant to this
section is not paid in full by the Corporation within thirty (30) days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the applicable standard of conduct
set forth in the GCL for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the corporation (including its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant is proper
in the circumstances because he or she has met the applicable standard of
conduct set forth in the GCL, nor an actual determination by the Corporation
(including its Board, independent legal counsel or stockholders) that the
claimant has not met such applicable standard of conduct.

The Company maintains a directors, officers and corporate liability
insurance policy in the amount of Ten Million Dollars ($10,000,000).

-23-

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses payable in
connection with the sale and distribution of the securities being registered,
other than underwriting discounts and commissions. All of the amounts shown are
estimates, except for the SEC registration fee. The Company does not expect its
expenses in connection with this offering to exceed $25,000.

SEC registration fee................................$14,922.11
Accounting fees and expenses........................$ 500.00
Legal fees and expenses.............................$ 7,500.00
Miscellaneous.......................................$ 2,077.89

Total......................................$25,000.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

II-1

from which the Director derived an improper personal benefit. If the
GCL is hereafter amended to permit further elimination or limitation of
the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the GCL as so amended. Any repeal or modification of this
Article EIGHT by the stockholders of the Corporation or otherwise shall
not apply to or have any effect on the liability or alleged liability
of any director of the Corporation for or with respect to any acts or
omission of such director occurring prior to such amendment or repeal.

II-2

only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

II-3

The Company maintains a directors, officers and corporate liability
insurance policy in the amount of Ten Million Dollars ($10,000,000).

ITEM 16. EXHIBITS

4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Registration Statement on Form
SB-2 dated December 8, 1994 and hereby incorporated by
reference).

4.2 Certificates of Amendment of the Restated Certificate of
Incorporation of the Company dated January 5, 1995, March 23,
1995, and September 17, 1996.

4.3 Bylaws of the Company (filed as Exhibit 3.1 to the Company's
Registration Statement on Form SB-2 dated December 8, 1994 and
hereby incorporated by reference).

5 Opinion of Gadsby & Hannah LLP

23.1 Consent of Rothstein, Kass & Company, P.C.

23.2 Consent of Gadsby & Hannah LLP (included in Opinion filed as
Exhibit 5).

II-4

24 Power of Attorney

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of

II-5

1934 that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wethersfield, State of Connecticut, on October 28,
1997.

SHARED TECHNOLOGIES CELLULAR, INC.

By /s/ Anthony D. Autorino
---------------------------
Anthony D. Autorino,
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Anthony D. Autorino Chairman, Chief Executive October 28, 1997
- ------------------------------------ Officer and Director
Anthony D. Autorino (Principal Executive Officer)

/s/ Thomas H. Decker Director October 28, 1997
- -------------------------------------
Thomas H. Decker

/s/ William A. DiBella Director October 28, 1997
- -------------------------------------
William A. DiBella

/s/ Vincent DiVincenzo Chief Financial Officer, October 28, 1997
- ------------------------------------- Treasurer and Director
Vincent DiVincenzo (Principal Financial and
Accounting Officer)

/s/ Ajit G. Hutheesing Director October 28, 1997
- -------------------------------------
Ajit G. Hutheesing

- ------------------------------------- Director
Craig A. Marlar

/s/ Nicholas E. Sinacori Director October 28, 1997
- -------------------------------------
Nicholas E. Sinacori

</TABLE>

II-7

EXHIBIT 4.2
-----------

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

SHARED TECHNOLOGIES CELLULAR, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the
"Corporation") is SHARED TECHNOLOGIES CELLULAR, INC.

2. The Corporation hereby amends its Certificate of
Incorporation as follows:

PARAGRAPH FOURTH OF THE CERTIFICATE OF INCORPORATION RELATING
TO THE NUMBER AND CLASS OF SHARES OF THE CORPORATION, IS
HEREBY DELETED IN ITS ENTIRETY AND SHALL NOW READ AS FOLLOWS:

"FOURTH: The total number of shares of stock which
the Corporation shall have authority to issue is 15,000,000
shares, of which 5,000,000 shall be Preferred Stock with a par
value of $.01 per share and 10,000,000 shares shall be Common
Stock with a par value of $.01 per share.

The Corporation shall effect a .9414534 to 1 stock
split of the outstanding shares of the Common Stock of the
Corporation, par value $.01 per share, by changing the
3,399,000 presently outstanding shares of Common Stock, par
value $.01 per share, into 3,200,000 shares of Common Stock of
the Corporation, par value $.01 per share.

The Preferred Stock is to be issued in one or more
series, with each series to have such designations,
preferences, and relative participating, optional or other
special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
resolution or resolutions provided for the issue of each
series adopted by the Board of Directors of the Corporation,
subject to the limitations prescribed by law and in accordance
with the provisions hereof, the Board of Directors being
hereby expressly vested with authority to adopt any such
resolution or resolutions.

The authority of the Board of Directors with respect
to each series shall include, but not be limited to, the
determination or fixing of the following:

(1) The number of shares to constitute the series and
the distinctive designation hereof;

(2) The amount or rate of dividends on the shares of
the series, whether dividends shall be cumulative and, if so,
from what date or dates;

(3) Whether the shares of the series shall be
redeemable and, if redeemable, the terms and provisions upon
which the shares of the series may be redeemed and the
premium, if any, and any dividends accrued thereon which the
shares of the series shall be entitled to receive upon the
redemption thereof;

(4) Whether the shares of the series shall be subject
to the operations of a retirement or sinking fund to be
applied to the purchase or redemption of the shares for
retirement and, if such retirement or sinking fund be
established, the annual amount thereof and the terms and
provisions relative to the operation thereof;

(5) Whether the shares of the series shall be
convertible into shares of any class or classes, with or
without par value, or of any other series of the same class,
and if convertible, the conversion price or prices or the rate
at which the conversion may be made and the method, if any, of
adjusting the same;

(6) The rights of the shares of the series in the
event of the voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation;

(7) The restrictions, if any, on the payment of the
dividends upon, and the making of the distributions to, any
class of stock ranking junior to the shares of the series, and
the restrictions, if any, on the purchase or redemption of the
shares of any such junior class;

(8) Whether the series shall have voting rights in
addition to the voting rights provided by law, and, if so, the
terms of such voting rights; and

(9) Any other relative rights, preferences, and
limitations on that series.

The holders of the Common Stock shall be entitled to one vote
for each share of the Common Stock held."

3. The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Sections
288 and 242 of the General Corporation Law of the State of Delaware.

4. The effective time of the amendment herein certified shall
be upon the filing of this Certificate with the Secretary of State.

IN WITNESS WHEREOF, SHARED TECNOLOGIES CELLULR, INC. has
caused this certificate to be signed by Anthony D. Autorino, its Chairman and
attested to by Kenneth M. Dorros, its Secretary, this 5th day of January, 1995.

SHARED TECHNOLOGIES CELLULAR, INC.

By: /s/Anthony D. Autorino
-----------------------
Anthony D. Autorino
Chairman of the Board

ATTEST:

/s/ Kenneth M. Dorros
---------------------
Kenneth M. Dorros, Secretary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

SHARED TECHNOLOGIES CELLULAR, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the
"Corporation") is SHARED TECHNOLOGIES CELLULAR, INC.

2. The Corporation hereby amends its Certificate of
Incorporation as follows:

PARAGRAPH FOURTH OF THE CERTIFICATE OF INCORPORATION RELATING
TO THE NUMBER AND CLASS OF SHARES OF THE CORPORATION, IS
HEREBY DELETED IN ITS ENTIRETY AND SHALL NOW READ AS FOLLOWS:

The Corporation shall effect a 1 to 1.5 stock split
of the outstanding shares of the Common Stock of the
Corporation, par value $.01 per share, by changing the
3,200,000 presently outstanding shares of Common Stock, par
value $.01 per share, into 2,133,333 shares of Common Stock of
the Corporation, par value $.01 per share.

The authority of the Board of Directors with respect
to each series shall include, but not be limited to, the
determination or fixing of the following:

(1) The number of shares to constitute the series and
the distinctive designation hereof;

(2) The amount or rate of dividends on the shares of
the series, whether dividends shall be cumulative and, if so,
from what date or dates;

(6) The rights of the shares of the series in the
event of the voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation;

(8) Whether the series shall have voting rights in
addition to the voting rights provided by law, and, if so, the
terms of such voting rights; and

(9) Any other relative rights preferences, and
limitations on that series.

The holders of the Common Stock shall be entitled to one vote
for each share of the Common Stock held."

3. The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.

4. The effective time of the amendment herein certified shall
be upon the filing of this Certificate with the Secretary of State.

Signed and attested on March 23, 1995.

IN WITNESS WHEREOF, SHARED TECHNOLOGIES CELLULAR, INC. has
caused this certificate to be signed by Vincent DiVincenzo, its Chief
Financial Officer and attested to by Kenneth M. Dorros, its Secretary,
this 23rd day of March, 1995.

SHARED TECHNOLOGIES CELLULAR, INC.

By: /s/ Vincent DiVincenzo
------------------------------
Vincent DiVincenzo
Chief Financial Officer

ATTEST:

/s/ Kenneth M. Dorros
-----------------------
Kenneth M. Dorros, Secretary

CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION
OF
SHARED TECHNOLOGIES CELLULAR, INC.

It is hereby certified that:

FIRST: The name of the corporation (the "Corporation") is:

SHARED TECHNOLOGIES CELLULAR, INC.

SECOND: The Restated Certificate of Incorporation of the Corporation is
hereby amended by striking out the first paragraph of Article Fourth thereof and
by substituting in lieu of said paragraph of the following new paragraph:

"The total number of shares of stock which the Corporation
shall have authority to issue is 25,000,000 shares, of which 5,000,000
shall be Preferred Stock with a par value of $.01 per share and
20,000,000 shares shall be Common Stock with a par value of $.01 per
share."

THIRD: The Restated Certificate of Incorporation of the Corporation is
hereby amended by cancelling the series of Preferred Stock known as Series A
Convertible Preferred Stock created pursuant to the terms of the Certificate of
Designations, Preferences and Rights dated December 29, 1995 and filed with the
Secretary of State of Delaware on December 28, 1995 (the "Certificate of
Designations"), all such issued and outstanding shares of Series A Convertible
Preferred Stock having been converted to Common Stock, and there being no
issuable shares remaining thereunder.

FOURTH: The amendments of the Restated Certificate of Incorporation
herein certified have been duly adopted in accordance with the provisions of
Sections 141(f), 228 and 242 of the General Corporations Law of the State of
Delaware. Prompt written notice of the adoption of such amendments herein
certified has been given to those stockholders who have not consented in writing
thereto, pursuant to and as provided in Section 228 of the General Corporation
Law of the State of Delaware.

Signed and attested to on September 17, 1996.

/s/ Anthony D. Autorino
------------------------------------------
Anthony D. Autorino, Chairman of the Board

Attest:

/s/Kenneth M. Dorros
------------------------------
Kenneth M. Dorros, Secretary

EXHIBIT 5
---------

Gadsby & Hannah LLP
225 Franklin Street
Boston MA 02110

October 28, 1997

Board of Directors
Shared Technologies Cellular, Inc.
100 Great Meadow Road
Wethersfield, CT 06109

Gentlemen:

You have requested our opinion, as counsel to Shared Technologies
Cellular, Inc. (the "Company"), with respect to certain matters in connection
with a proposed offering of 8,904,694 shares of the Company's Common Stock, $.01
par value (the "Shares") to be made pursuant to a Registration Statement on Form
S-3 to be filed with the Securities and Exchange Commission on or about October
28, 1997 (the "Registration Statement").

In rendering this opinion, we have reviewed, among other documents, the
Company's Restated Certificate of Incorporation, the Company's Bylaws, and the
proceedings of the Company's stockholders and Board of Directors relating to the
authorization and issuance of the Shares. We have also considered such statutes,
rules and regulations as we have deemed relevant for the purposes hereof.

Based on the foregoing, it is our opinion that:

1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.

2. The Shares to be sold by the Company, when issued and sold pursuant to
the Registration Statement, will be validly authorized, legally issued, fully
paid and non-assessable.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.

Very truly yours,

/s/Gadsby & Hannah LLP
------------------------
Gadsby & Hannah LLP

EXHIBIT 23.1
------------

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the registration statement of
Shared Technologies Cellular, Inc. on Form S-3 of our report, which contains an
explanatory paragraph relating to Shared Technologies Cellular, Inc.'s ability
to continue as a going concern, dated March 11, 1997 on our audits of the
consolidated financial statements and financial statement schedules of Shared
Technologies Cellular, Inc. as of December 31, 1996 and 1995 and for the years
ended December 31, 1996, 1995 and 1994. We also consent to the reference to our
firm under the caption "Experts".

/s/ ROTHSTEIN, KASS & COMPANY, P.C.
-----------------------------------
ROTHSTEIN, KASS & COMPANY, P.C.

Roseland, New Jersey
October 27, 1997

Exhibit 24
----------

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anthony D. Autorino and Vincent
DiVincenzo, individually, his attorneys-in-fact, with the power of substitution,
for him in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their respective substitutes, may do or cause to be
done by virtue hereof.

Signature Title Date
- --------- ----- ----

<S> <C> <C>
/s/ Anthony D. Autorino Chairman, Chief Executive October 28, 1997
- ------------------------------------ Officer and Director
Anthony D. Autorino (Principal Executive Officer)

/s/ Thomas H. Decker Director October 28, 1997
- ------------------------------------
Thomas H. Decker

/s/ William A. DiBella Director October 28, 1997
- ------------------------------------
William A. DiBella

/s/ Vincent DiVincenzo Chief Financial Officer, October 28, 1997
- ------------------------------------ Treasurer and Director
Vincent DiVincenzo (Principal Financial and
Accounting Officer)

/s/ Ajit G. Hutheesing Director October 28, 1997
- ------------------------------------
Ajit G. Hutheesing

- ------------------------------------ Director
Craig A. Marlar

/s/ Nicholas E. Sinacori Director October 28, 1997
- ------------------------------------
Nicholas E. Sinacori

</TABLE>