AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
================================================================================

                       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 Identification No.)
 Incorporation or Organization)



                  100 GREAT MEADOW ROAD, WETHERSFIELD, CT 06109
                  ---------------------------------------------
                    (Address of Principal Executive Offices)


                       SHARED TECHNOLOGIES CELLULAR, INC.
                     SAVINGS AND RETIREMENT PLAN, AS AMENDED
                     ---------------------------------------
                            (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)

                                 (800) 258-2400
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)


                                   Copies to:


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







                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
------------------------ --------------------- ---------------------- ---------------------- ---------------------
<S>                        <C>                 <C>                     <C>                    <C> 
Title of Securities to                           Proposed Maximum       Proposed Maximum
     be Registered           Amount to be       Offering Price Per     Aggregate Offering         Amount of
                            Registered(1)            Share (2)                Price            Registration Fee
------------------------ --------------------- ---------------------- ---------------------- ---------------------
Common Stock, $.01 par         150,000              $ 5.34                  $801,000               $242.73
    value per share
------------------------ --------------------- ---------------------- ---------------------- ---------------------
</TABLE>

(1)     Pursuant to Rule 416, there are also being  registered  such  additional
        shares of Common Stock as may become  issuable  pursuant to stock splits
        or similar transactions.

(2)     Estimated  solely for the  purpose of  computing  the  registration  fee
        pursuant to Rule 457(h),  based upon $5.34, the average of the  high and
        low prices of the registrant's  Common Stock as reported by the National
        Association  of  Securities  Dealers  Automated   Quotation  System  for
        September 16, 1997.








                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The document(s)  containing the information specified in Part I of Form
S-8 are not required to be filed with the  Securities  and  Exchange  Commission
(the  "Commission")  as part of this  registration  statement on Form S-8.  Such
documents  and the  documents  incorporated  by reference  in this  registration
statement on Form S-8 pursuant to Item 3 of Part II hereof,  as described below,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").









                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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, 1996  ("Fiscal  1996")  filed by Shared  Technologies  Cellular,  Inc.  (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 1996; 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.

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  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  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.

                  (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.

                  (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).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

Exhibit
Number        Description
-------       -----------

   4a         Shared  Technologies  Cellular,  Inc.  Savings and Retirement Plan
              (filed as Exhibit  10.15 to the  Company's  Annual  Report on Form
              10-K for the  Fiscal  Year  ended  December  31,  1996 and  hereby
              incorporated by reference).
       
   4b         Shared Technologies Cellular, Inc. Savings and Retirement Plan, as
              amended, effective July 1, 1997.
       
   4c         Amended and 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).
       
   4d         Certificate of Amendment of Restated  Certificate of Incorporation
              of the Company.
       
   4e         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
       
   23a        Consent of Gadsby & Hannah  LLP  (contained  in  Opinion  filed as
              Exhibit 5)
       
   23b        Consent of Rothstein, Kass & Company, P.C.
       
   24         Power of Attorney
     








     The registrant has submitted the Company's  Savings and Retirement Plan, as
amended,  to the Internal  Revenue Service ("IRS") in a timely manner,  and will
make all changes required by the IRS in order to qualify such plan.

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
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]










                                   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 September 19,
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.

<TABLE>
<CAPTION>

    Signature                                      Title                                   Date
    ---------                                      -----                                   ----
<S>                                         <C>                                   <C>   


/s/ Anthony D. Autorino                     Chairman, Chief Executive             September 19, 1997
------------------------------------        Officer and Director                            
Anthony D. Autorino                         (Principal Executive Officer)
                                            

/s/ Thomas H. Decker                        Director                              September 19, 1997
-------------------------------------                                                       
Thomas H. Decker


/s/ William A. DiBella                      Director                              September 19, 1997
--------------------------------------                                                      
William A. DiBella


/s/ Vincent DiVincenzo                      Chief Financial Officer,              September 19, 1997
--------------------------------------      Treasurer and Director                                        
Vincent DiVincenzo                          (Principal Financial and
                                            Accounting Officer)     
                                                          
                                                                                            
/s/ Ajit G. Hutheesing                      Director                              September 19, 1997
--------------------------------------                                                      
Ajit G. Hutheesing


/s/ Craig A. Marlar                         Director                              September 19, 1997
---------------------------------------                                                     
Craig A. Marlar


/s/ Nicholas E. Sinacori                    Director                              September 19, 1997
-------------------------------------                                                       
Nicholas E. Sinacori
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26906}]
{"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": "333-35989", "film-number": "97683006"}, "business-address": {"street1": "100 GREAT MEADOW RD", "street2": "SUITE 102", "city": "WETHERSFIELD", "state": "CT", "zip": "06109", "phone": "8602582474"}, "mail-address": {"street1": "C/O SHARED TECHNOLOGIES CELLULAR INC", "street2": "100 GREAT MEADOW ROAD SUITE 102", "city": "WETHERSFIELD", "state": "CT", "zip": "06109"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
================================================================================

                       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 Identification No.)
 Incorporation or Organization)

                  100 GREAT MEADOW ROAD, WETHERSFIELD, CT 06109
                  ---------------------------------------------
                    (Address of Principal Executive Offices)

                       SHARED TECHNOLOGIES CELLULAR, INC.
                     SAVINGS AND RETIREMENT PLAN, AS AMENDED
                     ---------------------------------------
                            (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)

                                 (800) 258-2400
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
------------------------ --------------------- ---------------------- ---------------------- ---------------------
Title of Securities to                           Proposed Maximum       Proposed Maximum
     be Registered           Amount to be       Offering Price Per     Aggregate Offering         Amount of
                            Registered(1)            Share (2)                Price            Registration Fee
------------------------ --------------------- ---------------------- ---------------------- ---------------------
Common Stock, $.01 par         150,000              $ 5.34                  $801,000               $242.73
    value per share
------------------------ --------------------- ---------------------- ---------------------- ---------------------
(1)     Pursuant to Rule 416, there are also being  registered  such  additional
        shares of Common Stock as may become  issuable  pursuant to stock splits
        or similar transactions.

(2)     Estimated  solely for the  purpose of  computing  the  registration  fee
        pursuant to Rule 457(h),  based upon $5.34, the average of the  high and
        low prices of the registrant's  Common Stock as reported by the National
        Association  of  Securities  Dealers  Automated   Quotation  System  for
        September 16, 1997.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 are not required to be filed with the  Securities  and  Exchange  Commission
(the  "Commission")  as part of this  registration  statement on Form S-8.  Such
documents  and the  documents  incorporated  by reference  in this  registration
statement on Form S-8 pursuant to Item 3 of Part II hereof,  as described below,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 1996  ("Fiscal  1996")  filed by Shared  Technologies  Cellular,  Inc.  (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 1996; 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.

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  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  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.

                  (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.

                  (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).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

Exhibit
Number        Description
-------       -----------

   4a         Shared  Technologies  Cellular,  Inc.  Savings and Retirement Plan
              (filed as Exhibit  10.15 to the  Company's  Annual  Report on Form
              10-K for the  Fiscal  Year  ended  December  31,  1996 and  hereby
              incorporated by reference).
       
   4b         Shared Technologies Cellular, Inc. Savings and Retirement Plan, as
              amended, effective July 1, 1997.
       
   4c         Amended and 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).
       
   4d         Certificate of Amendment of Restated  Certificate of Incorporation
              of the Company.
       
   4e         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
       
   23a        Consent of Gadsby & Hannah  LLP  (contained  in  Opinion  filed as
              Exhibit 5)
       
   23b        Consent of Rothstein, Kass & Company, P.C.
       
   24         Power of Attorney
     

     The registrant has submitted the Company's  Savings and Retirement Plan, as
amended,  to the Internal  Revenue Service ("IRS") in a timely manner,  and will
make all changes required by the IRS in order to qualify such plan.

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
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]

                                   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 September 19,
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/ Anthony D. Autorino                     Chairman, Chief Executive             September 19, 1997
------------------------------------        Officer and Director                            
Anthony D. Autorino                         (Principal Executive Officer)
                                            

/s/ Thomas H. Decker                        Director                              September 19, 1997
-------------------------------------                                                       
Thomas H. Decker

/s/ William A. DiBella                      Director                              September 19, 1997
--------------------------------------                                                      
William A. DiBella

/s/ Vincent DiVincenzo                      Chief Financial Officer,              September 19, 1997
--------------------------------------      Treasurer and Director                                        
Vincent DiVincenzo                          (Principal Financial and
                                            Accounting Officer)     
                                                          
                                                                                            
/s/ Ajit G. Hutheesing                      Director                              September 19, 1997
--------------------------------------                                                      
Ajit G. Hutheesing

/s/ Craig A. Marlar                         Director                              September 19, 1997
---------------------------------------                                                     
Craig A. Marlar

/s/ Nicholas E. Sinacori                    Director                              September 19, 1997
-------------------------------------                                                       
Nicholas E. Sinacori