AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997

                                                   REGISTRATION NO. 33-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


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


         DELAWARE                                           87-0424558
 ------------------------------                          -----------------
(STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER 
INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)
              



             100 GREAT MEADOW ROAD, WETHERSFIELD, CONNECTICUT 06109
             ------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                           1996 EQUITY INCENTIVE PLAN
                           --------------------------
                              (FULL TITLE OF PLAN)


                               ANTHONY D. AUTORINO
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       SHARED TECHNOLOGIES FAIRCHILD INC.
                              100 GREAT MEADOW ROAD
                         WETHERSFIELD, CONNECTICUT 06109
           ----------------------------------------------------------
          (Name and address, including zip code, of agent for service)

                                 (860) 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>
------------------------ --------------------- ---------------------- ---------------------- ---------------------
Title of each class of                           Proposed maximum       Proposed maximum
   securities to be          Amount to be       offering price per     aggregate offering         Amount of
      registered              registered             share (*)              price (*)          registration fee
------------------------ --------------------- ---------------------- ---------------------- ---------------------
<S>                         <C>                  <C>                      <C>                   <C>   
 Common Stock, no par
    value per share            2,250,000               $6.31               $11,368,530            $3,445.01
------------------------ --------------------- ---------------------- ---------------------- ---------------------
</TABLE>



*Estimated  solely for the purpose of computing the registration fee pursuant to
Rule 457(h) promulgated under the Securities Act of 1933, as amended, based upon
(i) $6.31,  the average of the high and low prices as  reported by the  National
Association of Securities  Dealers  Automated  Quotation  System National Market
System  for June 24, 1997 as to 788,000  shares; and (ii) $4.375 per share as to
1,462,000 shares. 



            The date of this Registration Statement is June 30, 1997.






                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by  Shared  Technologies  Fairchild  Inc.  (the
"Company") are incorporated in this registration statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996,  filed pursuant to Section 13(a) of the  Securities  Exchange
Act of 1934, as amended (the "Exchange Act").

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The description of the Company's Common Stock contained in its Form
8-A dated  December  8, 1988 filed with the  Commission  on December  28,  1988,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All  reports  and other  documents  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective  amendment which indicates that all securities
offered  hereby  have  been  sold,  or which  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such  documents.  Such  reports,
proxy statements and other information can be inspected and copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of such  materials  can also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection  (a)  of  Section  145  of the  General  Corporation  Law of
Delaware empowers a corporation to 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 of the  corporation)  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 of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good 

                                      II-1



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 his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or 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 such
person  acted  in  any  of the  capacities  set  forth  above  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of 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
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine 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 Delaware  Court of Chancery or such other
court shall deem proper.

         Section 145 further  provides  that to the extent a director,  officer,
employee  or agent  of a  corporation  has  been  successful  on the  merits  or
otherwise  in the  defense of any  action,  suit or  proceeding  referred  to in
subsections  (a) and (b) of such  Section  145 or in the  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.  It also  provides that  indemnification  provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be  entitled,  and it  empowers  a  corporation  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
him or  incurred  by him in any such  capacity  or arising  out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under Section 145.

         Article  Seventh of the  Certificate  of  Incorporation  of the Company
provides  that,  to the  fullest  extent  that the  General  Corporation  Law of
Delaware  permits,  no director shall be personally liable to the Company or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a  director.  Notwithstanding  the  foregoing,  a director  shall be
liable  to the  extent  provided  by  applicable  law,  (i)  for  breach  of the
director's duty of loyalty to the Company or its stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of  law,  (iii)  pursuant  to  Section  174 of the  Delaware  General
Corporation Law or (iv) for any transaction  from which the director  derived an
improper personal  benefit.  No amendment to or repeal of Article Seventh of the
Certificate of Incorporation of the Company shall apply to or have any effect on
the  liability  or alleged  liability of any director of the Company for or with
respect  to any  acts or  omissions  of such  director  occurring  prior to such
amendment.

         The Company has purchased  directors' and officers' liability insurance
in the amount of $10,000,000  covering  liabilities incurred by its officers and
directors in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2



ITEM 8.  EXHIBITS.

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

     4.1      1996 Equity  Incentive  Plan  (incorporated  by  reference  to the
              Company's Definitive Proxy Statement filed April 29, 1996).

     4.2      Restated Certificate of Incorporation of the Company (incorporated
              by reference to the Company's  Form 8-K Current Report filed March
              28, 1996; (File No. 0-17366).

     4.3      Amended  and  Restated  Bylaws  of the  Company  (incorporated  by
              reference to the Company's Form 8-K Current Report filed March 28,
              1996; (File No. 0-17366).

     5        Opinion of Gadsby & Hannah LLP as to legality of shares.

     23.1     Consent of Arthur Andersen LLP.

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

     24       Powers of Attorney.

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


ITEM 9.  UNDERTAKINGS.

         The Company hereby undertakes:  (a) 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;  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 sections (a)(i) and (a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
sections is contained in periodic  reports filed by the  registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement;  (b) that, for purposes
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
(c) 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.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and,  where applicable each filing of an employee benefit plan's annual
report pursuant to 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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the Delaware  General 

                                      II-3



Laws,  the Restated  Certificate  of  Incorporation  or the Amended and Restated
Bylaws of the Company,  or  otherwise,  the Company has been advised that in the
opinion of the  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
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  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  hereunder,  the Company 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.

                                      II-4



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 30, 1997.

                                        SHARED TECHNOLOGIES FAIRCHILD 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, Principal Executive               June 30, 1997
------------------------            Officer and Director
Anthony D. Autorino                 


/s/ Thomas H. Decker                Director                                    June 30, 1997
------------------------
Thomas H. Decker


/s/ William A. DiBella              Director                                    June 30, 1997
------------------------
William A. DiBella

                                    Director
------------------------                                    
Natalia Hercot                      


                                    Director
------------------------
Donald E. Miller                    


/s/ Mel D. Borer                    President, Chief Operating Officer          June 30, 1997
------------------------            and Director
Mel D. Borer                        


/s/ Ajit G. Hutheesing              Director                                    June 30, 1997
------------------------
Ajit G. Hutheesing


/s/ Vincent DiVincenzo              Senior Vice President, Treasurer,           June 30, 1997
------------------------            Principal Financial and Accounting
Vincent DiVincenzo                  Officer, and Director             
                                    

/s/ Jo McKenzie                     Director                                    June 30, 1997
------------------------
Jo McKenzie


                                    Vice Chairman and Director
------------------------
Jeffrey J. Steiner
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18816}]
{"company-data": {"conformed-name": "SHARED TECHNOLOGIES FAIRCHILD INC", "cik": "0000817632", "assigned-sic": "7385", "irs-number": "870424558", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30435", "film-number": "97633431"}, "business-address": {"street1": "100 GREAT MEADOW RD", "street2": "STE 104", "city": "WETHERSFIELD", "state": "CT", "zip": "06109", "phone": "8602582400"}, "mail-address": {"street1": "100 GREAT MEADOW ROAD SUITE 104", "street2": "100 GREAT MEADOW ROAD SUITE 104", "city": "WETHERSFIELD", "state": "CT", "zip": "06109"}, "former-company": [{"former-conformed-name": "SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP /CT", "date-changed": "19960430"}, {"former-conformed-name": "SHARED TECHNOLOGIES INC", "date-changed": "19920703"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997

                                                   REGISTRATION NO. 33-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

         DELAWARE                                           87-0424558
 ------------------------------                          -----------------
(STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER 
INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)
              

             100 GREAT MEADOW ROAD, WETHERSFIELD, CONNECTICUT 06109
             ------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                           1996 EQUITY INCENTIVE PLAN
                           --------------------------
                              (FULL TITLE OF PLAN)

                               ANTHONY D. AUTORINO
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       SHARED TECHNOLOGIES FAIRCHILD INC.
                              100 GREAT MEADOW ROAD
                         WETHERSFIELD, CONNECTICUT 06109
           ----------------------------------------------------------
          (Name and address, including zip code, of agent for service)

                                 (860) 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 each class of                           Proposed maximum       Proposed maximum
   securities to be          Amount to be       offering price per     aggregate offering         Amount of
      registered              registered             share (*)              price (*)          registration fee
------------------------ --------------------- ---------------------- ---------------------- ---------------------
Common Stock, no par
    value per share            2,250,000               $6.31               $11,368,530            $3,445.01
------------------------ --------------------- ---------------------- ---------------------- ---------------------
*Estimated  solely for the purpose of computing the registration fee pursuant to
Rule 457(h) promulgated under the Securities Act of 1933, as amended, based upon
(i) $6.31,  the average of the high and low prices as  reported by the  National
Association of Securities  Dealers  Automated  Quotation  System National Market
System  for June 24, 1997 as to 788,000  shares; and (ii) $4.375 per share as to
1,462,000 shares. 

            The date of this Registration Statement is June 30, 1997.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by  Shared  Technologies  Fairchild  Inc.  (the
"Company") are incorporated in this registration statement by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996,  filed pursuant to Section 13(a) of the  Securities  Exchange
Act of 1934, as amended (the "Exchange Act").

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

         (c) The description of the Company's Common Stock contained in its Form
8-A dated  December  8, 1988 filed with the  Commission  on December  28,  1988,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All  reports  and other  documents  filed by the  Company  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective  amendment which indicates that all securities
offered  hereby  have  been  sold,  or which  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such  documents.  Such  reports,
proxy statements and other information can be inspected and copied at the public
reference  facilities  maintained by the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of such  materials  can also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection  (a)  of  Section  145  of the  General  Corporation  Law of
Delaware empowers a corporation to 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 of the  corporation)  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 of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good 

                                      II-1

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 his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or 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 such
person  acted  in  any  of the  capacities  set  forth  above  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of 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
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine 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 Delaware  Court of Chancery or such other
court shall deem proper.

         Section 145 further  provides  that to the extent a director,  officer,
employee  or agent  of a  corporation  has  been  successful  on the  merits  or
otherwise  in the  defense of any  action,  suit or  proceeding  referred  to in
subsections  (a) and (b) of such  Section  145 or in the  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.  It also  provides that  indemnification  provided for by Section 145
shall not be deemed exclusive of any other rights to which the indemnified party
may be  entitled,  and it  empowers  a  corporation  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
him or  incurred  by him in any such  capacity  or arising  out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability under Section 145.

         Article  Seventh of the  Certificate  of  Incorporation  of the Company
provides  that,  to the  fullest  extent  that the  General  Corporation  Law of
Delaware  permits,  no director shall be personally liable to the Company or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a  director.  Notwithstanding  the  foregoing,  a director  shall be
liable  to the  extent  provided  by  applicable  law,  (i)  for  breach  of the
director's duty of loyalty to the Company or its stockholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of  law,  (iii)  pursuant  to  Section  174 of the  Delaware  General
Corporation Law or (iv) for any transaction  from which the director  derived an
improper personal  benefit.  No amendment to or repeal of Article Seventh of the
Certificate of Incorporation of the Company shall apply to or have any effect on
the  liability  or alleged  liability of any director of the Company for or with
respect  to any  acts or  omissions  of such  director  occurring  prior to such
amendment.

         The Company has purchased  directors' and officers' liability insurance
in the amount of $10,000,000  covering  liabilities incurred by its officers and
directors in connection with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2

ITEM 8.  EXHIBITS.

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

     4.1      1996 Equity  Incentive  Plan  (incorporated  by  reference  to the
              Company's Definitive Proxy Statement filed April 29, 1996).

     4.2      Restated Certificate of Incorporation of the Company (incorporated
              by reference to the Company's  Form 8-K Current Report filed March
              28, 1996; (File No. 0-17366).

     4.3      Amended  and  Restated  Bylaws  of the  Company  (incorporated  by
              reference to the Company's Form 8-K Current Report filed March 28,
              1996; (File No. 0-17366).

     5        Opinion of Gadsby & Hannah LLP as to legality of shares.

     23.1     Consent of Arthur Andersen LLP.

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

     24       Powers of Attorney.

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

ITEM 9.  UNDERTAKINGS.

         The Company hereby undertakes:  (a) 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;  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 sections (a)(i) and (a)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
sections is contained in periodic  reports filed by the  registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement;  (b) that, for purposes
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
(c) 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.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and,  where applicable each filing of an employee benefit plan's annual
report pursuant to 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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the Delaware  General 

                                      II-3

Laws,  the Restated  Certificate  of  Incorporation  or the Amended and Restated
Bylaws of the Company,  or  otherwise,  the Company has been advised that in the
opinion of the  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
Company of  expenses  incurred  or paid by a  director,  officer or  controlling
person  of the  Company  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  hereunder,  the Company 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.

                                      II-4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 June 30, 1997.

                                        SHARED TECHNOLOGIES FAIRCHILD 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, Principal Executive               June 30, 1997
------------------------            Officer and Director
Anthony D. Autorino                 

/s/ Thomas H. Decker                Director                                    June 30, 1997
------------------------
Thomas H. Decker

/s/ William A. DiBella              Director                                    June 30, 1997
------------------------
William A. DiBella

                                    Director
------------------------                                    
Natalia Hercot                      

                                    Director
------------------------
Donald E. Miller                    

/s/ Mel D. Borer                    President, Chief Operating Officer          June 30, 1997
------------------------            and Director
Mel D. Borer                        

/s/ Ajit G. Hutheesing              Director                                    June 30, 1997
------------------------
Ajit G. Hutheesing

/s/ Vincent DiVincenzo              Senior Vice President, Treasurer,           June 30, 1997
------------------------            Principal Financial and Accounting
Vincent DiVincenzo                  Officer, and Director             
                                    

/s/ Jo McKenzie                     Director                                    June 30, 1997
------------------------
Jo McKenzie

                                    Vice Chairman and Director
------------------------
Jeffrey J. Steiner