FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

[x]	   QUARTERLY REPORT PURSUANT TO 
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT 
OF 1934

For Quarterly Period Ended March 31, 1996

TRANSITION REPORT PURSUANT TO 
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT 
OF 1934

Commission File Number 1-13732


SHARED TECHNOLOGIES CELLULAR, INC.
(Exact name of registrant as specified in its charter)


 Delaware              	        					
(State or other jurisdiction of					
Incorporation or organization)				

06-1386411     
(I.R.S. Employer 
Identification No.)		    

100 Great Meadow Road, Suite 102
Wethersfield, Connecticut  06109
(Address of principal executive offices)

(860) 258-2500
(Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 
days.
									
		
Yes _X_     No___            

As of May 14, 1996, there were 3,451,952 shares outstanding of 
the Company's Common Stock, $.01 par value



PART I	 FINANCIAL INFORMATION PAGE
								


Item 1. 		Financial Statements			
		


		Consolidated Balance 
		Sheets as of March 31, 
  		1996 and December 31, 1995 	
		3-4

		Consolidated Statements of 
		Operations for the Three 
   		Months Ended March 31, 
   		1996 and 1995  			
		5

   		Consolidated Statements of
   		Cash Flows for the Three 
   		Months Ended March 31, 
   		1996 and 1995  			
		6


		Consolidated Statements of
  		Stockholders' Equity for
  		the Three Months Ended 
   		March 31, 1996  			
		7


   		Notes to Consolidated
   		Financial Statements  			
		8-9


Item 2

		Management's Discussion and 
  		Analysis of Results of Operations 
 		and Financial Condition 		
		10-11

PART II 	OTHER INFORMATION		
	
	
		Signature Page			
		12



Item 1 Financial Statements

Shared Technologies Cellular, Inc.
Consolidated Balance Sheets
March 31, 1996 and December 31, 1995
(unaudited)

				March 31, 1996	December 31, 1995

ASSETS

Current Assets:

Cash				  $341,467	$2,541,827
Accounts receivable, less allowance 
for doubtful accounts of $975,000 
and $685,000 at March 31, 1996 and 
December 31, 1995, respectively	 1,270,219	 1,172,671
Carrier commissions receivable, 
less unearned income		    301,364 	    452,610
Inventories			      89,304	      49,076
Note receivable			      71,126                  59,136
Prepaid expenses and other current 
assets				     725,120               471,356
Receivable due from sale of assets	         -      	 1,077,856

Total current assets		  2,798,600            5,824,532

Telecommunications and office 
equipment, less accumulated 
depreciation 			 2,290,455	 2,157,685

Other assets:

Intangible assets, less accumulated 
amortization			 6,466,824           6,129,101
Deposits				    208,130              142,080	
Note receivable, net of current portion 112,417	  124,407

Total other assets			6,787,371            6,395,588	

Total Assets		          $11,876,426        $14,377,805

The accompanying notes are an integral part of these financial 
statements.










Shared Technologies Cellular, Inc.
Consolidated Balance Sheets
March 31, 1996 and December 31, 1995
(unaudited)
					March 31, 1996 	December 31, 1995

LIABILITIES and STOCKHOLDERS' EQUITY

Current liabilities:
Note payable				      $400,000       $400,000
Accounts payable and other current 
liabilities				     5,070,317      5,838,718
Commissions payable			        336,652         452,611
Due to parent				     1,010,300         984,592

Total current liabilities			     6,817,269      7,675,921	

Note payable, less current portion		     1,600,000      1,600,000 

Stockholders' equity:

Preferred Stock, $.01 par value 
5,000,000 shares authorized, 
none outstanding
Preferred Stock, $.01 par value, 
Series A Convertible, authorized, 
issued and outstanding 300,000 shares	          3,000             3,000
Common Stock, $.01 par value, authorized
10,000,000 shares issued and outstanding
 3,151,952 shares outstanding at March 31, 
1996 and 3,089,189 shares at December 
31, 1995					        31,520           30,892  	
Common stock subscription		          5,000             5,000
Additional paid-in capital		                 9,176,955      9,172,583
Accumulated deficit			 (5,752,318)    (4,104,591)
Note receivable arising from 
stock purchase agreement			        (5,000)           (5,000)

Total stockholders' equity		                 3,459,157      5,101,884

Total liabilities and stockholders'
equity				            $11,876,426   $14,377,805
									
	

The accompanying notes are an integral part of these financial 
statements






Shared Technologies Cellular, Inc.
Consolidated Statements of Operations
for the Three Months Ended March 31, 1996 and 1995
(unaudited)

				March 31, 1996	March 31, 1995

Revenues:
Rental operations			$3,199,683	$1,460,077
Activation/debit/agency operations	  1,106,269               566,575

Total revenues			  4,305,952	 2,026,652

Cost of Revenues:
Rental operations			 2,073,248	    706,949
Activation/debit/agency operations	    703,131	    360,537

Total cost of revenues		2,776,379             1,067,486	

Gross margin			1,529,573                959,166

Field - selling, general & 
administrative expenses:
Rental operations			1,616,593	   766,997
Activation/debit/agency operations	   408,665               104,857	
Total Field s,g&a expenses	2,025,258               871,854

Corporate - selling, general &
administrative expenses:		1,091,271	  145,001
Operating loss		            (1,586,956)              (57,689)

Interest expense			  (60,771)	  (16,979)

Net loss	                                      ($1,647,727)            ($74,668)

Net loss per common share	      ($.52)                  ($.04)			 						
			
Weighted average number of
common shares 
outstanding			3,151,952          2,070,570		

The accompanying notes are an integral part of these financial 
statements.










Shared Technologies Cellular, Inc
Consolidated Statements of Cash Flows
For the Three Months Ended
March 31, 1996 and 1995
(unaudited)		
					March 31, 1996 	March 31, 1995
Cash flows from operating activities:
Net loss				  	   ($1,647,727)    ($74,668)
Adjustments:
Depreciation and amortization		         368,776       173,773 
Change in assets and liabilities:
(Increase) decrease in accounts receivable             980,308      (178,395)
Decrease in carrier commissions
receivable				        151,246	
		
(Increase) in inventory and supplies	 	         (40,228)       (14,799)
(Increase) in other current assets	  	       (253,764)       (57,008)
Increase (decrease) in accounts payable	       (768,401)         92,138
(Decrease) in commissions payable	  	       (115,959)	
	

Net cash used in operating activities	    (1,325,749)      (58,959)

Cash flows from investing activities:
(Increase) in other assets		 	       (557,459)    (111,312)
Capital expenditures			       (347,860)      (64,539)

Net cash used in investing activities		       (905,319)    (175,851)

Cash flows from financing activities:
Payments on capital lease 
obligations						  (2,327)
Deferred registration costs				            (145,682)
Advances from affiliates				              (28,958)	
Advances from parent			         25,708       409,264	
Issuance of common stock			           5,000

Net cash provided by financing activities:	        30,708        232,297

Net decrease in cash	 	  	 (2,200,360)        (2,513) 
Cash, beginning of period			   2,541,827	10,233
Cash, end of period			    $341,467          $7,720

Supplemental disclosures of cash flow
information:
Cash paid during the periods for interest	     $21,319       $16,979

The accompanying notes are an integral part of these financial 
statements.


Shared Technologies Cellular, Inc
Consolidated Statement of Stockholders' Equity
For the Three Months Ended March 31, 1996
(unaudited)
                                                  Series A              Common
                                                  Preferred Stock   Stock
                                                  Shares  Amount  Shares/Amount

Balance December 31, 1995    300,000  $3,000 3,089,189 $30,892 	
Issuance of common stock                                      62,763      $628
Net loss                                          -               -
Balance March 31, 1996          300,000     $3,000 3,151,952 $31,520

                                                     Common Stock  Additional 
	                                       Subscriptions    Paid In 
				                     Capital

Balance December 31, 1995                $5,000   $9,172,583  
Issuance of common stock                                        $4,372
Net loss                                              -                      -
Balance March 31, 1996                      $5,000   $9,176,955

                                                      Accum.      Note 
                                                      Defecit       Receivable

Balance December 31, 1995       ($4,104,591)     ($5,000)
Issuance of common stock
Net loss                                         (1,647,727)       -
Balance March 31, 1996             ($5,752,318)     ($5,000)

                                                    Total
                                                    Stockholders'
                                                    Equity

Balance December 31, 1995       $5,101,884    
Issuance of common stock                 $5,000
Net loss                                      ($5,647,727)
Balance March 31, 1996             $3,459,157

The accompanying notes are an integral part of these financial 
statements.









Shared Technologies Cellular, Inc.    
Notes to Consolidated Financial Statements    
March 31, 1996    
(Unaudited)    
    
1.	Basis of Presentation:  The consolidated financial 
statements included herein have been prepared by Shared 
Technologies Cellular, Inc.  (STC or the Company) pursuant to the 
rules and regulations of the Securities and Exchange Commission 
and reflect all adjustments, consisting only of normal recurring 
adjustments, which are, in the opinion of management, necessary to 
present a fair statement of the results for interim periods.  Certain 
information and footnote disclosures have been omitted pursuant to 
such rules and regulations, although the Company believes that the 
disclosures are adequate to make the information presented not 
misleading.  It is suggested that these financial statements be read 
in conjunction with the financial statements and the notes thereto 
included in the Company's December 31, 1995 Form 10-K.    
    
2.	Litigation: The Company is not involved in any litigation 
which, individually or in the aggregate, if resolved against the 
Company, would have a materially adverse effect on the 
Company's financial condition,  statement of operations or cash 
flows.    
     
3.	Acquisitions:	In May 1995, the Company commenced 
management of, and subsequently acquired the outstanding capital 
stock of Cellular Hotline Inc., ("Hotline"), a cellular telephone 
activation service provider.  The purchase price was $617,000 
comprised of $367,000 in cash, the assumption of $150,000 of 
certain indebtedness and the balance through the issuance of 
50,000 shares of the Company's common stock ("Shares") valued 
at $5.00 per share.  Pursuant to the purchase agreement in 
September 1995, the former Hotline stockholders caused the 
Company to repurchase from them all of the Shares for $5.00 per 
share, for an aggregate amount of $250,000.  In connection with 
the acquisition, the Company  issued the former Hotline 
stockholders a three-year option to purchase an aggregate of 
50,000 shares of the Company's common stock at a price of $7.50 
per share.  In addition, the agreement provides for additional 
payments based upon attaining certain levels of activation revenues 
over a one-year period.    
    
In November 1995, STC completed its acquisition of substantially 
all of the assets of PTC Cellular Inc., ("PTCC").  The purchase 
price was $3,800,000, comprised of  $300,000 in cash, the 
assumption of $1,200,000 of accounts payable, a promissory note 
of $2,000,000 and the issuance of 100,000 shares of the Company's 
common stock.  The agreement provides for a maximum of  
$2,500,000 of royalty payments, computed at 3% of quarterly 
revenues  generated from certain of the acquired assets.  Also, STC 
committed to PTCC to obtain financing in the amount of 
$7,000,000 within six months of the acquisition date.             
    
Unaudited pro forma consolidated statement of operations for the 
three     
months ended March 31, 1995 as though the acquisitions had been 
made at the     
beginning of the period is as follows:    
    
					1995    
    
Revenues				$5,321,112    
Cost of revenues				  3,905,710    
Gross Margin				  1,415,402    
Operating Expenses			  1,885,232    
Net Loss					 ($469,830)    
Loss per Common Share			         ($.21)    
Weighted Average Number of    
Common Shares Outstanding		 2,220,570    
     
    
    
4.	Subsequent Events:	On April 27, 1996, the Company 
completed its acquisition of certain assets of Cellular Global 
Investments of  Northern California, Inc., Access Cellular Corp., 
Summit Assurance Cellular, Inc., Road and Show Arizona Corp., 
Road and Show Cellular West., Northstar Cellular Corp. and Craig 
A. Marlar ("Marlar").  The purchase price was approximately 
$3,500,000, comprised of $1,058,276 in cash payable     
over eight months, $1,697,724 in assumed liabilities, and the 
balance through the issuance of 300,000 shares of the Company's 
common stock, $.01 par value. Additionally, at closing, the 
Company issued three-year warrants to purchase an aggregate of 
300,000 additional shares of the Company's common stock $.01 
par value.  The warrants are exercizable as follows:  100,000  
shares at $3.00 per share; 100,000 shares at $4.00 per share and 
100,000 at $5.00 per share.        
    
Pro forma financial information is not yet available for this 
transaction    

















Item 2.    
    
Management's Discussion and Analysis of Results of Operations 
and     
Financial Condition    
    
Results of Operations:    
    
Revenues    
    
The Company's revenues of $4,306,000 in the quarter ended March 
31, 1996 represented an increase of $2,279,000 (112%) over the 
quarter ended March 31, 1995.  This significant increase in revenue 
was primarily due to two acquisitions made in fiscal 1995 and the 
continued expansion of the portable cellular rental operations.  The 
Company had revenues of $1,384,000 in in-car cellular telephone 
rentals during the quarter as a result of its purchase of the in-car 
telephone rental business of PTC Cellular,  Inc. ("PTCC") in 
November 1995.  The Company also had $577,000 in activation 
revenues during the quarter as a result of its purchase of  Cellular 
Hotline, Inc., ("Hotline") in May 1995.  The remainder of the 
revenue increase during the quarter, $318,000,  was from an 
increase in the number of portable rental distribution outlets and 
the introduction of  debit, or prepaid, cellular calling cards.      
    
Gross Margin    
    
Gross margin decreased from 47% in the three months ended 
March 31, 1995 to 36% in the three months ended March 31, 1996.  
This was due to a change in the revenue mix as a result of the 
acquisitions previously mentioned.  The in-car operations and the 
activation business have historically shown lower gross margins, 
approximately 27% and 25%  respectively, than the portable rental 
operations (approximately 50%).    
    
Operating Expenses    
    
Operating expenses increased $2,100,000 in the period, from 
$1,017,000 in the quarter ended March 31, 1995 to $3,117,000 in 
the quarter ended March 31, 1996.  As a percentage of revenue, the 
Company experienced a significant increase to 72% for the quarter 
ended March 31, 1996, compared to 50% for the period ended 
March 31, 1995.  The increase was partially due to the acquisitions 
previously discussed.  The acquisition of the in-car business 
resulted in an increase of approximately $700,000 in operating 
expenses during the quarter.  The Company expects to finalize 
consolidation of the in-car administrative functions into its existing 
operations in the second quarter of 1996 and  as a result will 
experience a reduction in these costs.  The  acquisition of Hotline 
in 1995 resulted in approximately $206,000 of  additional 
operating expenses during the quarter.  In addition to Hotline's 
successful activation business, Hotline is providing the Company's 
entrance into the fast growing, but relatively new, debit phone 
business.          
        
The balance of the increase in operating expenses was due to the 
increased investment in the Company's infrastructure that was 
started in 1995.  These significant investments should allow 
management to quickly access and manage data to make critical 
decisions as the Company continues  its rapid expansion.  The 
Company has recently completed an in depth review of its 
operating expenses to determine whether there are areas in which 
cost savings can occur.  As a result, cost savings of  approximately 
$250,000 per month were initiated.    
    
    
Liquidity and Capital Resources:    
    
The Company had a working capital deficit of $4,019,000 as of 
March 31,  1996, compared to a deficit of $1,851,000 as of 
December 31, 1995.  Stockholders' equity at March 31, 1996 was 
$3,459,000, compared to $5,102,000 at December 31, 1995.      
    
Net cash used in operations increased approximately $1,267,000 
for the three months ended March 31, 1996 over the same period 
ended March 31, 1995.  This was due primarily to the change in 
operating results between the two periods.      
    
The Company's capital investing activities increased approximately 
$729,000 for     
the three months ended March 31, 1996 over the same period 
ended March 31, 1995.  This was due to the purchase of additional 
phones for the portable as well as the  in-car operations and an 
advance deposit  of $250,000 on the Marlar acquisition previously 
mentioned.      
    
The Company's financing activities decreased approximately 
$202,000 for  the three months ended March 31, 1996 over the 
same period ended March 31, 1995 primarily due to borrowings 
from its parent, Shared Technologies Fairchild Inc.    
    
Cash requirements for 1996 will include funds needed to sustain 
the cash used in operations as a result of the growth in the 
Company's operations, as well  as from anticipated acquisitions.  
Consequently, management believes that an infusion of cash via 
either debt or equity will be necessary to expand operations and 
complete anticipated acquisitions in the coming year.  The 
Company is currently in negotiations with various financial 
institutions to raise the required funding.  Management believes 
that if     
the Company is unable to obtain additional financing, it would 
have to  reduce     
its existing operating expenses to a level necessary to generate cash  
for operations.    
    



PART II.	OTHER INFORMATION
	
	
Item 6.	Exhibits and Reports on Form 8-K:
	
	(a)   Exhibits
	   
	      None
	
	(b)   Reports on Form 8-K
	
	      On January 11, 1996 the Company filed a report on 
Form 8-K, item 5, regarding its $3 million private placement of 
equity with International Capital Partners, Inc.

The Company included exhibits 4.1 and 4.2, in accordance with 
Form 8-K item 7.  The exhibits included the Certificates of 
Designations, Preferences Stock, and Common Stock Warrant. 
	





SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.




			SHARED TECHNOLOGIES CELLULAR, INC.



				By:    /s/ Vincent DiVincenzo
				         Chief Financial Officer


					Date: May 15, 1996