<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                    UNDER THE

                             SECURITIES ACT OF 1933

                       SHARED TECHNOLOGIES CELLULAR, INC.
                       ----------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                    DELAWARE                         06-1386411
                -----------------                -----------------
         (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)        IDENTIFICATION NUMBER)



             100 GREAT MEADOW ROAD, SUITE 104, WETHERSFIELD, CT 06109
             -------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                               REFERRAL AGREEMENT
                      -------------------------------------
                            (FULL TITLE OF THE PLAN)

                               ANTHONY D. AUTORINO

                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                       SHARED TECHNOLOGIES CELLULAR, INC.
                              100 GREAT MEADOW ROAD

                             WETHERSFIELD, CT 06109
                             ----------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (860) 258-2500
                                 --------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                             KENNETH M. DORROS, ESQ.
                                 GENERAL COUNSEL

                       SHARED TECHNOLOGIES CELLULAR, INC.
                              100 GREAT MEADOW ROAD

                             WETHERSFIELD, CT 06109
                                 (860) 258-2500
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 Title of Each                     Proposed        Proposed
    Class of                        Maximum        Maximum
   Securities        Amount        Offering       Aggregate       Amount Of
     To Be           To Be           Price         Offering     Registration
   Registered      Registered    Per Share (1)      Price            Fee
--------------------------------------------------------------------------------
<S>                <C>           <C>              <C>           <C>
Common Stock,
$0.01 par value    1,500,000         $0.142        $213,000        $53.25
per share           shares
--------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee, pursuant
to Regulation C, Rule 457(h), on the basis of the average of the high and low
prices of the registrant's Common Stock, as reported on the OTC Bulletin Board
[March 7, 2001].

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement relates to 1,500,000 shares of Common Stock of
Shared Technologies Cellular, Inc. (the "Company") issuable to William Bolles, a
consultant to the Company, pursuant to the terms of a certain Referral
Agreement, as amended, entered into between the Company and Mr. Bolles.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in this registration
statement:

(a)   The Annual Report on Form 10-K for the fiscal year ended December 31, 2000
      ("Fiscal 1999") filed by the Company pursuant to Section 13(a) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)   All other reports filed by the Company pursuant to Section 13(a) or 15(d)
      of the Exchange Act since the end of Fiscal 2000; and

(c)   The description of the Company's securities in the Company's registration
      statements filed under the Exchange Act, including all amendments and
      reports filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered in this
registration statement have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.


                                      -2-
<PAGE>   3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      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 Second 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 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 Second 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 action or proceeding, had no reasonable cause to believe that the
person's conduct 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 the person 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


                                      -3-
<PAGE>   4
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.

      (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 sections (a) and (b) of this Article
NINTH, 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 Article NINTH
(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.

      (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


                                      -4-
<PAGE>   5
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

      The Company maintains a directors, officers and corporate liability
insurance policy in the amount of Five Million Dollars ($5,000,000).

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

      The following exhibits are filed as part of this registration statement:

<TABLE>
<CAPTION>
       EXHIBIT                        DESCRIPTION
       NUMBER
<S>             <C>
         4a     Referral Agreement between Shared Technologies
                Cellular, Inc. and William Bolles dated November 28,
                2000. Incorporated by reference from Exhibit 4.20 to the
                Company's annual report on Form 10-K dated March 30, 2001.

         4b     First Amendment to Referral Agreement, dated January 7, 2001.
                Incorporated by reference from Exhibit 4.21 to the Company's
                annual report on Form 10-K dated March 30, 2001.

         4c     Second Restated Certificate of Incorporation of the Company
                (filed as Exhibit 3(i) to the Company's Form 10-K for the fiscal
                year ended December 31, 1999 and hereby incorporated by
                reference).

         4d     Certificate of Amendment to Certificate of Incorporation of the
                Company (filed as Exhibit 3(i) to the Company's Form 10-Q for
                the quarter ended June 30, 2000 and hereby incorporated by
                reference).

         4e     Amended and Restated Bylaws of the Company (filed as Exhibit
                3(ii) to the Company's Form 10-K for the fiscal year ended
                December 31, 1999 and hereby incorporated by reference).

          5     Opinion of Kenneth M. Dorros, Esq.

         23a    Consent of Kenneth M. Dorros (contained in Opinion
                filed as Exhibit 5)

         23b    Consent of Rothstein, Kass & Company., P.C.

         24     Power of Attorney
</TABLE>

ITEM 9. 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


                                      -5-
<PAGE>   6
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 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -6-
<PAGE>   7
                                   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-8 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 April 3,
2001.

                                         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/ ANTHONY D. AUTORINO             Chairman, Chief              April 3, 2001
---------------------------         Executive
Anthony D. Autorino                 Officer and Director
                                    (Principal Executive
                                    Officer)
/S/ THOMAS H. DECKER                Director                     April 3, 2001
---------------------------
Thomas H. Decker

/S/ WILLIAM A. DIBELLA              Director                     April 3, 2001
---------------------------
William A. DiBella

/S/ ISMAEL PINHO                    Vice President, Chief        April 3, 2001
---------------------------         Financial Officer,
Ismael Pinho                        Treasurer and
                                    Secretary (Principal
                                    Financial and
                                    Accounting Officer)

/S/ VICTOR GRILLO, SR.              Director                     April 3, 2001
---------------------------
Victor Grillo, Sr.

/S/ AJIT G. HUTHEESING              Director                     April 3, 2001
---------------------------
Ajit G. Hutheesing

/S/ NICHOLAS E. SINACORI            Director                     April 3, 2001
---------------------------
Nicholas E. Sinacori


                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "y47135s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24496}]
{"company-data": {"conformed-name": "SHARED TECHNOLOGIES CELLULAR INC", "cik": "0000933583", "assigned-sic": "7385", "irs-number": "061386411", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58254", "film-number": "1595066"}, "business-address": {"street1": "100 GREAT MEADOW RD", "street2": "SUITE 104", "city": "WETHERSFIELD", "state": "CT", "zip": "06109", "phone": "8602582409"}, "mail-address": {"street1": "C/O SHARED TECHNOLOGIES CELLULAR INC", "street2": "100 GREAT MEADOW ROAD SUITE 102", "city": "WETHERSFIELD", "state": "CT", "zip": "06109"}}
1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                    UNDER THE

                             SECURITIES ACT OF 1933

                       SHARED TECHNOLOGIES CELLULAR, INC.
                       ----------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    DELAWARE                         06-1386411
                -----------------                -----------------
         (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)        IDENTIFICATION NUMBER)

             100 GREAT MEADOW ROAD, SUITE 104, WETHERSFIELD, CT 06109
             -------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                               REFERRAL AGREEMENT
                      -------------------------------------
                            (FULL TITLE OF THE PLAN)

                               ANTHONY D. AUTORINO

                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                       SHARED TECHNOLOGIES CELLULAR, INC.
                              100 GREAT MEADOW ROAD

                             WETHERSFIELD, CT 06109
                             ----------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (860) 258-2500
                                 --------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                             KENNETH M. DORROS, ESQ.
                                 GENERAL COUNSEL

                       SHARED TECHNOLOGIES CELLULAR, INC.
                              100 GREAT MEADOW ROAD

                             WETHERSFIELD, CT 06109
                                 (860) 258-2500
2
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
 Title of Each                     Proposed        Proposed
    Class of                        Maximum        Maximum
   Securities        Amount        Offering       Aggregate       Amount Of
     To Be           To Be           Price         Offering     Registration
   Registered      Registered    Per Share (1)      Price            Fee
--------------------------------------------------------------------------------
Common Stock,
$0.01 par value    1,500,000         $0.142        $213,000        $53.25
per share           shares
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee, pursuant
to Regulation C, Rule 457(h), on the basis of the average of the high and low
prices of the registrant's Common Stock, as reported on the OTC Bulletin Board
[March 7, 2001].

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement relates to 1,500,000 shares of Common Stock of
Shared Technologies Cellular, Inc. (the "Company") issuable to William Bolles, a
consultant to the Company, pursuant to the terms of a certain Referral
Agreement, as amended, entered into between the Company and Mr. Bolles.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in this registration
statement:

(a)   The Annual Report on Form 10-K for the fiscal year ended December 31, 2000
      ("Fiscal 1999") filed by the Company pursuant to Section 13(a) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)   All other reports filed by the Company pursuant to Section 13(a) or 15(d)
      of the Exchange Act since the end of Fiscal 2000; and

(c)   The description of the Company's securities in the Company's registration
      statements filed under the Exchange Act, including all amendments and
      reports filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered in this
registration statement have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                      -2-
3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      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 Second 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 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 Second 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 action or proceeding, had no reasonable cause to believe that the
person's conduct 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 the person 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

                                      -3-
4
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.

      (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 sections (a) and (b) of this Article
NINTH, 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 Article NINTH
(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.

      (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

                                      -4-
5
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

      The Company maintains a directors, officers and corporate liability
insurance policy in the amount of Five Million Dollars ($5,000,000).

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.     EXHIBITS.

      The following exhibits are filed as part of this registration statement:
EXHIBIT                        DESCRIPTION
       NUMBER
4a     Referral Agreement between Shared Technologies
                Cellular, Inc. and William Bolles dated November 28,
                2000. Incorporated by reference from Exhibit 4.20 to the
                Company's annual report on Form 10-K dated March 30, 2001.

         4b     First Amendment to Referral Agreement, dated January 7, 2001.
                Incorporated by reference from Exhibit 4.21 to the Company's
                annual report on Form 10-K dated March 30, 2001.

         4c     Second Restated Certificate of Incorporation of the Company
                (filed as Exhibit 3(i) to the Company's Form 10-K for the fiscal
                year ended December 31, 1999 and hereby incorporated by
                reference).

         4d     Certificate of Amendment to Certificate of Incorporation of the
                Company (filed as Exhibit 3(i) to the Company's Form 10-Q for
                the quarter ended June 30, 2000 and hereby incorporated by
                reference).

         4e     Amended and Restated Bylaws of the Company (filed as Exhibit
                3(ii) to the Company's Form 10-K for the fiscal year ended
                December 31, 1999 and hereby incorporated by reference).

          5     Opinion of Kenneth M. Dorros, Esq.

         23a    Consent of Kenneth M. Dorros (contained in Opinion
                filed as Exhibit 5)

         23b    Consent of Rothstein, Kass & Company., P.C.

         24     Power of Attorney
ITEM 9. 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

                                      -5-
6
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 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -6-
7
                                   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-8 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 April 3,
2001.

                                         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/ ANTHONY D. AUTORINO             Chairman, Chief              April 3, 2001
---------------------------         Executive
Anthony D. Autorino                 Officer and Director
                                    (Principal Executive
                                    Officer)
/S/ THOMAS H. DECKER                Director                     April 3, 2001
---------------------------
Thomas H. Decker

/S/ WILLIAM A. DIBELLA              Director                     April 3, 2001
---------------------------
William A. DiBella

/S/ ISMAEL PINHO                    Vice President, Chief        April 3, 2001
---------------------------         Financial Officer,
Ismael Pinho                        Treasurer and
                                    Secretary (Principal
                                    Financial and
                                    Accounting Officer)

/S/ VICTOR GRILLO, SR.              Director                     April 3, 2001
---------------------------
Victor Grillo, Sr.

/S/ AJIT G. HUTHEESING              Director                     April 3, 2001
---------------------------
Ajit G. Hutheesing

/S/ NICHOLAS E. SINACORI            Director                     April 3, 2001
---------------------------
Nicholas E. Sinacori

                                      -7-