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                    UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C.  20549  

                    SCHEDULE 13D
                  (RULE 13d - 101)

Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No.   3   )*

SHARED TECHNOLOGIES FAIRCHILD, INC.
(Name of Issuer)

Common Stock, $.004 Par Value
(Title of Class of Securities)

818905101
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York  10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 17, 1997
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .

Note:  Six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for
other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).

(Continued on the Following Pages)
(Page 1 of 7 Pages)
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Elliott Associates, L.P., a Delaware Limited
          Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

7    SOLE VOTING POWER
          355,600

8    SHARED VOTING POWER
          0

9    SOLE DISPOSITIVE POWER
          355,600

10   SHARED DISPOSITIVE POWER
          0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
          355,600

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          2.07%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Westgate International, L.P., a Cayman Islands
          Limited Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH 

7    SOLE VOTING POWER
          0

8    SHARED VOTING POWER
          355,400

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          355,400

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          355,400

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          2.07%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Martley International, Inc., a Delaware corporation

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 
REPORTING PERSON WITH

7    SOLE VOTING POWER
          0

8    SHARED VOTING POWER
          355,400

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          355,400

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          355,400

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          2.07%

14   TYPE OF REPORTING PERSON*
          CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

          This statement is filed pursuant to Rule 13d-2(a)
with respect to securities owned by the reporting persons
specified herein as of November 20, 1997 and amends the
Schedule 13D filed on July 29, 1997, as amended on September
18, 1997 and on October 21, 1997 (the "Schedule 13D").  Except
as set forth herein, the Schedule 13D is hereby restated in
its entirety.

ITEM 3.   Source and Amount of Funds or Other Consideration

     The source and amount of funds used by Elliott in making
purchases of the Common Stock beneficially owned by it are set
forth below.

SOURCE OF FUNDS                    AMOUNT OF FUNDS
Margin accounts maintained at Merrill$3,846,050.67
Lynch, Pierce, Fenner and Smith Inc.
and PaineWebber

     The source and amount of funds used by Westgate in
making purchases of the Common Stock beneficially owned by it
are set forth below.

SOURCE OF FUNDS                    AMOUNT OF FUNDS
Margin accounts maintained at Merrill$3,843,940.93
Lynch, Pierce, Fenner and Smith Inc.,
PaineWebber and Donaldson Lufkin Jenrette

ITEM 5.   Interest in Securities of the Issuer

     (a)  Elliott beneficially owns 355,600 shares of Common
Stock constituting 2.07% of the outstanding shares of Common
Stock. 

     Westgate beneficially owns 355,400 shares of Common
Stock, constituting 2.07% of the outstanding shares of Common
Stock.

     Elliott and Westgate together beneficially own 711,000
shares of Common Stock, constituting 4.14% of all outstanding
shares of Common Stock.

     (b)  Elliott has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the Common
Stock beneficially owned by it.  

     Westgate has the shared power with Martley to vote or
direct the vote of, and to dispose or direct the disposition
of, the Common Stock owned by Westgate.  Information regarding
each of Westgate and Martley for the purposes of subparagraph
(b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.

     (c)  The following transactions were effected by Elliott
since October 21, 1997, the date of the filing of Amendment
No. 2 to the Schedule 13D (the "Amendment Filing Date"):
                                      
                        Amount of Shares   Approximate Price
Date      Security      Bought (Sold)   Per Share   

10/20/97  Common Stock           (5,000)             12.4313
10/22/97  Common Stock           (8,000)             11.8398
10/23/97  Common Stock           (2,500)             12.25
11/04/97  Common Stock          (20,000)             11.375
11/14/97  Common Stock          (10,000)             11.75
11/17/97  Common Stock         (131,500)             13.6968
11/17/97  Common Stock          (76,000)             13.7849
11/18/97  Common Stock          (31,500)             14.0025


     All of the above transactions were effected by Elliott
on NASDAQ in New York.

     The following transactions were affected by Westgate
since the Amendment Filing Date:

                                      
                        Amount of Shares   Approximate Price
Date      Security      Bought (Sold)   Per Share   

10/20/97  Common Stock           (5,000)              12.4313
10/21/97  Common Stock             (300)              12.25
10/22/97  Common Stock           (8,000)              11.8398
10/23/97  Common Stock           (2,500)              12.25
11/04/97  Common Stock          (20,000)              11.375
11/14/97  Common Stock          (10,000)              11.75
11/17/97  Common Stock         (131,500)              13.6968
11/17/97  Common Stock          (76,000)              13.7849
11/18/97  Common Stock          (31,500)              14.0025

     All of the above transactions were effected by Westgate
on NASDAQ in New York.

     (d)  No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Elliott.  

     No person other than Westgate has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock
beneficially owned by Westgate and Martley.

     (e)  Not applicable.  


                      SIGNATURE

     After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.

Dated:              ELLIOTT ASSOCIATES, L.P.
November 24, 1997
                    
                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         General Partner

                    WESTGATE INTERNATIONAL, L.P.

                    By:  Martley International, Inc., as
                         Attorney-in-Fact


                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         President

                    MARTLEY INTERNATIONAL, INC.


                    By:/s/ Paul E. Singer           
                         Paul E. Singer
                         President