Form 10-Q

          SECURITIES AND EXCHANGE COMMISSION

          WASHINGTON, D.C.  20549

          [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15d
                 OF THE SECURITIES AND EXCHANGE ACT OF 1934

          For Quarterly Period Ended September 30, 1995
                                     ------------------

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

          Commission File Number 0-17366
          ------------------------------

          SHARED TECHNOLOGIES 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, Suite 104
          Wethersfield, CT 06109
          ----------------------------------
          (Address of principal executive offices)

          (203) 258-2400
          -----------------
          (Registrant's telephone number, including area code)

          Indicate by check mark whether the registrant (1) has filed all
          reports to be filed by Section 13 or 15(d) of the Securities
          Exchange Act of 1934 during the preceding 12 months (or 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 _ _ _ _
             -------

          Indicate the number of shares outstanding of each of the issuer's
          classes of common stock, as of the close of the latest
          practicable date.

          Class                          Outstanding at November 14, 1995
          -------------                     ---------------------------
          Common Stock, $.004 par value      8,504,823 shares

          <TABLE>
          <CAPTION>
                    PART I      FINANCIAL INFORMATION                PAGE
                    --------    ----------------------               -----
                    <S>         <C>                                   <C>
                    Item 1.     Financial Statements

                                   Consolidated Balance
                                   Sheets as of September 30,
                                   1995 and December 31, 1994         3-4

                                   Consolidated Statements of
                                   Operations for the nine months
                                   ended September 30, 1995 and        5
                                   1994

                                   Consolidated Statements of
                                   Operations for the three
                                   months ended September 30,
                                   1995 and 1994                        6

                                   Consolidated Statements of
                                   Cash Flows for the nine
                                   months ended September 30,
                                   1995 and 1994                        7

                                   Consolidated Statements of
                                   Stockholders' Equity for
                                   the nine months ended
                                   September 30, 1995                   8

                                   Notes to Consolidated
                                   Financial Statements               9-11


                    Item 2      Management's Discussion and
                                  Analysis of Results of
                                  Operations and Financial
                                  Condition                          12-13

                    PART II     OTHER INFORMATION                      14


                                Signature Page                         15
          </TABLE>

          <TABLE>
          <CAPTION>
          Item 1.  Financial Statements
          ------------------------------------

          Shared Technologies Inc.
          Consolidated Balance Sheets
          September 30, 1995 and December 31,
          1994
          (unaudited)
                                               September 30,    December 31,
                                                    1995             1994
                                                 ----------     -------------
          <S>                                  <C>            <C>
          CURRENT ASSETS:

          Cash                                     $1,410,374          $172,262

          Accounts receivable, less allowance
          for doubtful accounts of $914,000
          in 1995 and $584,000 in 1994             11,587,514         8,532,770
          Other current assets                      1,344,891           727,375
          Deferred income taxes                       550,000           550,000
                                                     --------           -------
                       Total current assets        14,892,779         9,982,407
                                                 ------------      ------------

          Equipment, at cost:
               Telecommunications equipment        29,499,909        26,222,732
               Office and data processing
               equipment                            6,131,803         4,995,191
                                                 ------------      ------------
                                                   35,631,712        31,217,923
            Less - Accumulated depreciation        18,062,821        15,473,023
                                                 ------------      ------------
                                                   17,568,891        15,744,900
                                                -------------     -------------

          Other Assets                             14,617,414        12,197,929
                                                  -----------      ------------

                                  Total Assets    $47,079,084       $37,925,236
                                               -------------- -----------------
                                               -------------- ----------------

          The accompanying notes are an integral part of these consolidated
          financial statements.
          </TABLE>

          <TABLE>
          <CAPTION>

          Shared Technologies Inc.
          Consolidated Balance Sheets
          September 30, 1995 and December 31, 1994
          (unaudited)



                                                    September  December 31,
                                                     30,1995       1994
          <S>                                      <C>         <C>

          CURRENT LIABILITIES:


           Notes payable and current portion of
            long-term debt and capital lease
            obligations                             $2,437,710   $1,840,401
            Accounts payable                        10,664,246    8,191,350
            Accrued expenses                         2,666,048    2,381,736
            Advance billings                         1,248,382    1,260,158
                                                    ---------- ------------
           Total current liabilities                17,016,386   13,673,645
                                                    ---------- ------------



          Long-Term Debt and Capital Lease           4,012,234    2,886,365
          Obligations less current portion          ---------- ------------


          Minority Interest in Net Assets of
            Subsidiaries                             1,662,690      101,504
                                                     ---------    ---------


          Redeemable Put Warrant                       416,287      383,048
                                                      --------     --------

          STOCKHOLDERS'  EQUITY:

           Preferred Stock, $.01 par value:

           Series C, authorized 1,500,000 shares,
           outstanding 906,930 shares in 1995 and
           1994                                          9,069        9,069

           Series D, authorized 1,000,000 shares,
           outstanding 456,900 shares in 1995 and
           1994                                          4,569        4,569
          The accompanying notes are an integral part of these consolidated
          financial statements.

          </TABLE>


          <TABLE>

          <CAPTION>

          Shared Technologies Inc.
          Consolidated Balance Sheets
          September 30, 1995 and December 31,
          1994
          (unaudited)



                                                 September 30,    December 31,
                                                     1995              1994
          <S>                                  <C>             <C>
            Series E, authorized 400,000
            shares, outstanding no shares in
            1995 and 400,000 shares in 1994                                4,000

            Series F, authorized 700,000
            shares, outstanding no shares in
            1995 and 700,000 shares in 1994                                7,000

            Common Stock; $.004 par value,
            20,000,000 shares authorized;
           8,476,315 and 6,628,246 shares
            outstanding in 1995 and 1994
            respectively                                 33,905           26,513

            Additional paid-in capital               44,647,005       41,488,128
            Accumulated deficit                    (20,723,061)     (22,465,105)
            Obligations to issue common stock                          1,806,500
                                                     ----------     ------------
                   Total stockholders' equity        23,971,487       20,880,674
                                                   ------------    -------------

          Total liabilities and stockholders'       $47,079,084      $37,925,236
             equity                              --------------    -------------
                                                 --------------    -------------



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

          </TABLE>

          <TABLE>
          <CAPTION>

          Shared Technologies Inc.
          Consolidated Statements of Operations
          For the Nine Months Ended
          September 30, 1995 and 1994
          (unaudited)
                                                  September 30,   September 30,
                                                      1995            1994
          <S>                                   <C>              <C>
          Revenue:
            Shared tenant services                   $25,248,201     $20,450,338
            Facility management services               9,266,253       3,443,468
            Cellular services                          9,160,128       7,620,195
                                                     -----------      ----------

               Total Revenue                          43,674,582      31,514,001
                                                     -----------     -----------

          Cost of Revenue:
            Shared tenant services                    13,933,976      11,224,004
            Facility management services               7,163,639       2,796,147
            Cellular services                          5,530,558       3,969,979
                                                      ----------     -----------

               Total Cost of Revenue                  26,628,173      17,990,130
                                                      ----------     -----------

          Gross Margin                                17,046,409      13,523,871

          Selling, General & Administrative
            Expenses:
                        Field                         12,659,071       8,700,681
                        Corporate                      3,457,279       3,058,956
                                                     -----------      ----------

          Operating Income                               930,059       1,764,234

          Gain on sale of subsidiary stock             1,374,544               -
          Interest Expense                             (574,209)       (228,117)
          Interest Income                                130,016          69,792
          Minority Interest in Net (Income)
            Loss of Subsidiaries                         213,445        (43,080)
                                                        --------      ----------
          Net Income                                   2,073,855       1,562,829

          Preferred Stock Dividends                    (298,575)       (349,974)
                                                       ---------    ------------

          Net Income Applicable to Common Stock       $1,775,280      $1,212,855
                                                ---------------- --------------
                                                ---------------- --------------
          Net Income Per Common Share                      $0.20           $0.21
                                                        --------       ---------
                                                        --------       ---------
          Weighted Average Shares Outstanding          8,698,207       5,699,483
                                                    ------------     -----------
                                                    ------------     -----------
          The accompanying notes are an integral part of these consolidated
          financial statements.
          </TABLE>

          <TABLE>
          <CAPTION>

          Shared Technologies Inc.
          Consolidated Statements of Operations
          For the Three Months Ended
          September 1995 and 1994
          (unaudited)
                                                  September 30,   September 30,
                                                      1995            1994
          <S>                                   <C>              <C>
          Revenue:
            Shared tenant services                    $8,178,263      $8,101,762
            Facility management services               3,916,491       2,691,972
            Cellular services                          3,870,059       3,699,285
                                                     -----------      ----------

               Total Revenue                          15,964,813      14,493,019
                                                     -----------     -----------

          Cost of Revenue:
            Shared tenant services                     4,353,841       4,667,446
            Facility management services               2,913,726       2,137,853
            Cellular services                          2,451,861       1,854,885
                                                      ----------     -----------

               Total Cost of Revenue                   9,719,428       8,660,184
                                                      ----------     -----------

          Gross Margin                                 6,245,385       5,832,835

          Selling, General & Administrative
            Expenses:
                       Field                           4,678,533       3,954,061
                       Corporate                       1,313,734       1,206,329
                                                     -----------      ----------

          Operating Income                               253,118         672,445

          Interest Expense                             (244,596)       (101,768)
          Interest Income                                 58,568          32,234
          Minority Interest in Net
            Loss of Subsidiaries                         124,600
                                                        --------      ----------
          Net Income                                     191,690         602,911
                                                    ------------       ---------
          Preferred Stock Dividends                     (99,680)       (130,772)
                                                       ---------      ----------

          Net Income Applicable to Common Stock          $92,010        $472,139
                                                     -----------      ----------
                                                     -----------      ----------
          Net Income Per Common Share                      $0.01           $0.07
                                                      ----------        --------
                                                      ----------        --------
          Weighted Average Shares Outstanding          8,751,048       6,549,668
                                                ----------------     -----------
                                                    ------------     -----------
          The accompanying notes are an integral part of these consolidated
          financial statements.
          </TABLE>

          <TABLE>
          <CAPTION>
          Shared Technologies Inc.
          Consolidated Statements of Cash Flows
          For the Nine Months Ended
          September 30, 1995 and 1994
          (unaudited)

                                                    September   September 30,
                                                     30,1995        1994
          <S>                                     <C>          <C>
          Cash Flows Provided by Operating
          Activities
            Net Income                              $2,073,855     $1,562,829
           Adjustments:
            Gain on sale of subsidiary stock       (1,374,544)
            Depreciation & amortization              3,266,030      2,293,934
            Minority interest in net income
           (loss) of subsidiaries                    (213,445)         43,080
            Change in Assets and Liabilities:
                     Accounts receivable           (2,407,574)    (2,126,013)
                     Other current assets            (593,696)       (38,746)
                     Other assets                    (309,640)         43,993
                     Accounts payable                1,541,358      1,046,443
                     Accrued expenses                 (57,756)      (883,911)
                     Advanced billings                (46,776)         16,932
                                                    ----------   ------------
          Net cash provided by operating
            activities                               1,877,812      1,958,541
                                                    ----------   ------------


          Cash Flows used in Investing Activities
            Acquisitions                           (2,482,793)    (3,779,725)
            Capital expenditures                   (3,099,289)    (2,521,417)
                                                   -----------    -----------
            Net cash used in investing activities  (5,582,082)    (6,301,142)
                                                  ------------  -------------

          Cash Flows From Financing Activities:
            Preferred stock dividends                (298,575)      (349,974)
            Net proceeds from sale of subsidiary
             stock                                   3,274,175
            Purchase of subsidiary treasury stock    (375,000)
            Proceeds from borrowings                 2,929,193      2,121,547
            Repayments of notes payable, long-
            term debt and capital lease
            obligations                            (1,750,860)    (1,697,627)
            Net proceeds from sales of common        1,163,449      4,711,509
            stock                                   ----------     ----------
          Net cash provided by financing
          activities                                 4,942,382      4,785,455
                                                   -----------    -----------

          Net increase in cash                       1,238,112        442,854

          Cash, Beginning of Period                    172,262        408,533
                                                     ---------     ----------
          Cash, End of Period                       $1,410,374       $851,387
                                                   -----------    -----------
                                                   -----------    -----------
          Supplemental Disclosures of Cash Flow
            Information:
          Cash paid during the period for -
               Interest                               $568,963       $227,650
               Income taxes                            $73,611        $25,032

          Supplemental Disclosures of Noncash
          Investing and Financing Activities:
          Issuance of common stock in connection
          with acquisitions                         $1,806,500              -
                                                  ------------ --------------
                                                  ------------ --------------
          Issuance of preferred stock in
          connection with acquisition
                                                             -     $5,000,000
                                                  ------------ --------------
                                                  ------------ --------------
          Dividend accretion on redeemable put
          warrant                                      $33,236              -
                                                     ---------     ----------
                                                     ---------     ----------
          Issuance of stock to settle accrued         $185,320        $66,946
          expenses                                ------------ --------------
                                                  ------------ --------------

          The accompanying notes are an integral part of these financial
          statements.
          </TABLE>

          <TABLE>
          <CAPTION>
          Shared Technologies Inc.
          Consolidated Statement of
          Stockholders' Equity
          For the period ended
          September 30, 1995
          (unaudited)
          <S>                        <C>       <C>     <C>        <C>
                                     Series C          Series D
                                     Preferred         Preferred
                                     Stock             Stock

                                      Shares   Amount    Shares      Amount

          Balance, January 1, 1995     906,930  $9,069     456,900      $4,569

          Issuance of Common Stock
           per obligation to issue        -        -         -           -

          Conversion of Preferred         -        -         -           -
           Stock

          Sale of Common Stock            -        -         -           -

          Common stock issued in
          lieu of compensation and
          other                           -        -         -           -

          Net income                      -        -         -           -

          Dividend accretion of
           redeemable put warrant         -        -         -           -

          Preferred stock dividends       -        -         -           -
                                      --------  -------  ---------  ----------
          Balance, September 30,       906,930  $9,069     456,900      $4,569
          1995                        -------- -------    --------    --------
                                      -------- -------    --------    --------

          The accompanying notes are an integral part of these consolidated
          financial statements.
          </TABLE>

          <TABLE>
          <CAPTION>

          Shared Technologies Inc.
          Consolidated Statement of
          Stockholders' Equity
          For the period ended
          September 30, 1995
          (unaudited)
          <S>                        <C>       <C>      <C>        <C>
                                     Series E           Series F
                                     Preferred          Preferred
                                     Stock              Stock

                                      Shares    Amount    Shares      Amount

          Balance, January 1, 1995     400,000   $4,000    700,000       $7,000

          Issuance of Common Stock
           per obligation to issue        -         -         -           -

          Conversion of Preferred    (400,000) ($4,000) (700,000)     ($7,000)
           Stock

          Sale of Common Stock            -         -         -           -

          Common stock issued in
          lieu of compensation and
          other                           -        -         -           -

          Net income                      -         -         -           -

          Dividend accretion of
           redeemable put warrant         -         -         -           -

          Preferred stock dividends       -         -         -           -
                                     --------  -------- ---------- -----------
          Balance, September 30,             0       $0          0           $0
          1995                             ---    -----   --------    ---------
                                           ---    -----   --------    ---------



          The accompanying notes are an integral part of these consolidated
          financial statements.
          </TABLE>

          <TABLE>
          <CAPTION>


          Shared Technologies Inc.
          Consolidated Statement of
          Stockholders' Equity
          For the period ended
          September 30, 1995
          (unaudited)
          <S>                        <C>         <C>         <C>
                                       Common                   Additional
                                        Stock
                                                                 Paid-in
                                       Shares       Amount       Capital

          Balance, January 1, 1995     6,628,246     $26,513     $41,488,128

          Issuance of Common Stock
           per obligation to issue       405,395       1,621       1,804,879

          Conversion of Preferred      1,100,000       4,400           6,600
           Stock

          Sale of Common Stock           315,500       1,262       1,228,062

          Common stock issued in
           lieu of compensation and       27,174         109         119,336
           other

          Net income                       -            -             -

          Dividend accretion of
          redeemable put warrant           -            -             -

          Preferred stock dividends        -            -             -
                                     ----------- ----------- --------------
          Balance, September 30,       8,476,315     $33,905     $44,647,005
          1995                       ----------- -----------  --------------
                                     ----------- -----------  --------------
          The accompanying notes are an integral part of these consolidated
          financial statements.
          </TABLE>

          <TABLE>
          <CAPTION>


          Shared Technologies Inc.
          Consolidated Statement of
          Stockholders' Equity
          For the period September
          30, 1995
          (unaudited)
          <S>                        <C>           <C>           <C>
                                                    Obligations      Total
                                       Accumulated    to Issue   Stockholders'
                                         Deficit    Common Stock     Equity

          Balance, January 1, 1995   ($22,465,105)    $1,806,500   $20,880,674

          Issuance of Common Stock
           per obligation to issue           -       (1,806,500)           (0)

          Conversion of Preferred            -             -               (0)
           Stock

          Sale of Common Stock               -             -         1,229,324

          Common stock issued in
           lieu of compensation and          -             -           119,445
           other

          Net income                     2,073,855         -         2,073,855

          Dividend accretion of
           redeemable put warrant         (33,236)         -          (33,236)

          Preferred stock dividends      (298,575)         -         (298,575)
                                     -------------  ------------ -------------
          Balance, September 30,     ($20,723,061)           $0    $23,971,487
          1995                       ------------- ------------- -------------
                                     ------------- -------------  ------------
          The accompanying notes are an integral part of these consolidated
          financial statements.
          </TABLE>

          Shared Technologies Inc.
          Notes to Consolidated Financial Statements
          September 30, 1995
          (Unaudited)

          1. Basis of Presentation:  The consolidated financial statements
          included herein have been prepared by Shared Technologies Inc.
          (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 consolidated financial statements be
          read in conjunction with the consolidated financial statements
          and the notes thereto included in the Company's December 31, 1994
          report on Form 10-K.  Certain reclassifications to prior year
          financial statements were made in order to conform to the 1995
          presentation.

          2. Income Taxes: The Company and its subsidiaries file a
          consolidated federal income tax return but generally file
          separate state income tax returns.  As of December 31, 1994, the
          Company has net operating loss carryforwards for federal income
          tax purposes of approximately $22.7 million, which expire, if
          unused, from 2001 to 2007.

          3. Acquisitions:  In June 1994, the Company acquired all of the
          partnership interests in Access Telecommunication Group, L.P. and
          Access Telemanagement, Inc. (collectively Access).  The purchase
          price was $9,252,000, of which $4,252,000 was paid in cash and
          the balance through the issuance of 400,000 shares of Series E
          Preferred Stock valued at $3.75 per share and 700,000 shares of
          Series F Preferred Stock valued at $5.00 per share.

          On June 30, 1995 the Company purchased all of the outstanding
          capital stock of Office Telephone Management ("OTM").  OTM
          provides telecommunication management services primarily to
          businesses located in executive office suites.  The purchase
          price is currently allocated as follows:

          <TABLE>
          <CAPTION>

          <S>                                                     <C>
          Goodwill                                                   $1,915,000
          Property, Plant & Equipment                                 1,400,000
          Accounts Receivable, (net)                                    400,000
          Other current assets                                           20,000
          Debt (current and long-term)                                (545,000)
          Accounts Payable                                            (525,000)
          Accrued Expense                                             (530,000)
                                                                   ------------
          Net Purchase Price                                         $2,135,000
                                                                   ------------
                                                                   ------------

          </TABLE>

          In May and June 1995, the Company's cellular subsidiary Shared
          Technologies Cellular, Inc. ("STC") commenced management and
          subsequently completed its acquisition of the outstanding capital
          stock of Cellular Hotline, Inc. ("Hotline") for $617,000.  The
          $617,000 was comprised of $367,000 in cash, paid at closing, and
          the issuance of 50,000 shares of STC common stock.  At the
          discretion of the former Hotline stockholders, STC was required
          to repurchase all or a portion of the shares for $5.00 per share,
          at any time during the period commencing three months and ending
          six months after June 19, 1995.  The former Hotline stockholders
          exercised their put option during that period.  Additionally at
          closing, STC issued options to purchase 50,000 additional shares
          of STC common stock, exercisable at $7.50 per share for three
          years.  The agreement provides for additional payments based upon
          attaining certain levels of activation revenues, as defined, over
          a one year period.

          Unaudited proforma consolidated statements of operations for the
          nine-month period ended September 30, 1994 and 1995 as through
          the  acquisitions of Access, OTM and Hotline had been made at the
          beginning of the period are as follows:

                                                 1994             1995
          Revenues                            $40,796,000       $46,401,000
          Net Income                           $1,730,000        $1,697,000
          Net Income Per Share                      $0.23             $0.20

          Weighted Average Shares               7,488,054         8,698,207


          4. Contingencies:  While providing services at the Jacob K.
          Javits Convention Center in 1991, the Company licensed the right
          to provide certain public pay telephone services at the Center to
          Tel-A-Booth Communications, Ltd.  In 1992, Tel-A-Booth filed a
          claim against the New York Convention Center Operating
          Corporation and its facilities manager, Ogden Allied Facility
          Management, and against the Company seeking $10,000,000 in
          damages for which no amounts have been provided in the
          accompanying consolidated financial statements. While any
          litigation contains an element of uncertainty, management is of
          the opinion based on the current status of the claim that the
          ultimate resolution of this matter should not have a material
          adverse effect upon either results of operations, cash flows or
          financial position of the Company.

          The Company's subsidiary, Shared Technologies Cellular, Inc.
          (STC) has entered into an agreement for partial settlement of
          certain litigation arising in connection with its purchase of
          certain assets from Road and Show South, Ltd. ("Road and Show")
          Pursuant to the settlement, STC has been indemnified against a
          claim from a former employee of an affiliate of Road and Show.
          As between STC and Road and Show, certain claims exist, which the
          parties have agreed to attempt to settle through mediation or
          arbitration.  The Company's management believes that in the event
          such claims are resolved against STC that they would not, in the
          aggregate, have a material adverse effect on the Company's
          financial condition.

          In addition to the above matters, the Company is a party to
          various legal actions, the outcome of which, in the opinion of
          management, will  not have a material adverse effect on the
          Company's financial condition and results of operations.

          5. Gain on sale of subsidiary stock:  In April, 1995, the
          Company's cellular subsidiary Shared Technologies Cellular, Inc.
          ("STC") completed its SB-2 filing with the Securities and
          Exchange Commission and became a public company.  Prior to this
          date STC had been an approximately 86% owned subsidiary of the
          Company.  STC sold 950,000 shares of common stock at $5.25 which
          generated net proceeds of approximately $3,274,000, after
          underwriters' commissions and offering expenses.  These proceeds
          are intended to be used to finance marketing activities relating
          to STC's cellular telephone rental service ($1.15 million),
          repayment of indebtedness to the Company ($1.25 million),
          acquisition of telecommunication equipment, billing technology
          management information systems and centralized reservation
          systems ($.5 million) and the balance for working capital and
          general corporate purposes.  The net effect on the consolidated
          financial statements for the second quarter was a gain of
          approximately $1,375,000.

          6.  Subsequent Events:  In November 1995 the Company signed an
          agreement under which Fairchild Industries Ind. ("FII"),
          following a reorganization transferring all non-communications
          assets to its parent RHI Holding Inc., will merge into the
          Company.  The company will be called Shared Technologies
          Fairchild Inc.  Under the proposed merger agreement the Company
          will issue 6 million shares of common stock, 1,000,000 shares of
          convertable preferred stock with a $25,000,000 liquidation
          preference and 1,000,000 shares of special preferred stock with
          an initial $20,000,000 liquidation preference and raise
          approximately $238 million through senior debt from banks and
          subordinated debt from the capital markets.  The Company has
          entered into financing arrangements with CS First Boston which
          include a highly confident letter for all of the debt financing
          for the transaction.

          In November 1995 the Company's cellular subsidiary, STC,
          commenced management and subsequently completed its acquisition
          of certain 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 in assumed account payable, a 5-year
          promissory note in the principal amount of $2,000,000 and the
          issuance of 100,000 shares of STC common stock, $.01 par value.
          Additionally, the agreement allows for royalty payments in the
          amount of three percent (3%) of quarterly revenues generated from
          certain of the acquired assets not to exceed an aggregate of
          $2,500,000.  Also, STC has committed to PTCC to obtain financing
          in the amount of $7,000,000 within six months of the acquisition
          date.

          Pro Forma financial information is not yet available.

          Item 2.

          Management's Discussion and Analysis of Results of Operations and
          Financial Condition

          Results of Operations
          ---------------------

          The Company's revenues rose to $43,675,000 for the nine months
          ended September 30, 1995, an increase of $12,161,000 or 39% over
          the nine months ended September 30, 1994.  Revenues rose to
          $15,965,000 for the three month period ended September 30, 1995
          an increase of $1,471,000 or 9% over the three month period ended
          September 30, 1994.  Each division continued to contribute
          significantly to the increase in revenue.  Shared tenant services
          (STS) increased $4,798,000 or 23%, facility management services
          (FMS) grew $5,823,000 or 169% and cellular services (STC) rose
          $1,540,000 or 20% for the nine months ended September 30, 1995
          over the nine months ended September 30, 1994.  The majority of
          the growth in STS revenue was attributable to the June 1994
          acquisition of Access Telecommunications Group, L.P. (Access).
          Growth in FMS revenue was attributable to the Access acquisition
          as well as the June 1995 acquisition of Office Telephone
          Management (OTM).  $876,000 of the FMS revenue growth for the
          nine and three months ended September 30, 1995, was due to the
          addition of OTM.  The growth in STC revenues was due to expanded
          operations through the opening of new locations and recent
          acquisitions.

          Gross margin dropped to 39% of revenue for the nine months ended
          September 30, 1995 from 43% for the nine months ended September
          30, 1994.  Gross margin decreased to 39% of revenue for the three
          months ended September 30, 1995 compared to 40% for the three
          months ended September 30, 1994.

          Changes in the Company's gross margin were impacted by changes in
          sales mix and the Company's continued growth in 1995.  STS
          accounted for 58% and 51% of total sales for the nine and three
          months ended September 30, 1995 compared to 65% and 56% for the
          same periods ended September 30, 1994.  FMS accounted for 21% and
          25% of total sales for the nine and three months ended September
          30, 1995 compared to 11% and 19% for the same periods ended
          September 30, 1994.  STC accounted for 21% and 24% of total sales
          for the nine and three months ended September 30, 1995 compared
          to 24% and 25% for the same periods ended September 30, 1994.
          For the nine months ended September 30, 1995, STS produced a 45%
          gross margin and FMS a 23% gross margin compared to 45% and 19%
          for the period ended September 30, 1994  For the three months
          ended September 30, 1995 STS produced a 47% gross margin and FMS
          a 26% gross margin compared to 42% and 21% for the period ended
          September 30, 1994.  Several factors have impacted the swings in
          gross margin for these divisions.  The purchase of Access in 1994
          added significantly to the revenue bases of both divisions and
          caused STS gross margin to drop while FMS gross margin increased.
          In the last quarter management successfully increased STS margins
          through reduction in direct costs and culling non profitable
          business from their revenue base.  FMS margins improved over the
          last three months mainly due to the addition of OTM which
          recorded gross margins of 35% for the third quarter.  STC gross
          margin dropped to 40% and 37% for the nine and three months ended
          September 30, 1995 from 48% and 50% for the nine and three months
          ended September 30, 1994.  This drop was mainly due to the
          acquisition of Cellular Hotline, Inc. in May 1995, which produced
          lower gross margin than the core business and 1994 second quarter
          World Cup cellular rentals which produced unusually high gross
          margins.

          Selling, general and administrative expenses as a percentage of
          revenue were 37% and 38% for the nine and three months ended
          September 30, 1995 compared to 37% and 36% for the nine and three
          months ended September 30, 1994.  The STS and FMS divisions have
          reduced cost as a percentage of revenue through synergy's created
          with the Company's overall growth.  However this has been offset
          by STC which has added overhead costs related to aggressively
          growing the cellular business in the wake of its April 1995
          public offering.  As STC revenues grow, management expects to see
          a decrease in the percentage of selling, general and
          administration costs to revenue.

          Interest expense increased by $346,000 for the nine months ended
          September 30, 1995 over the nine months ended September 30, 1994
          and $143,000 for the three months ended September 30, 1995 over
          the three months ended September 30, 1994.  This is attributable
          to the addition of interest bearing debt since June 1994.

          In late April 1995 the Company successfully completed a public
          offering of its cellular subsidiary's stock.  Following the sale
          the Company's percentage of ownership dropped from 86% to
          approximately 60%.  The accounting treatment of the sale required
          the Company to record a gain of approzimately $1,375,000 for nine
          months ended September 30, 1995.

          Liquidity and Capital Resources
          -------------------------------

          The Company's working capital deficit at September 30, 1995 was
          $2,124,000 compared to $3,691,00 at December 31, 1994.
          Stockholder's equity at September 30, 1995 was $23,971,000
          compared to $20,881,000 at December 31, 1994.

          Net cash provided by operations decreased to $1,878,000 for the
          nine months ended September 30, 1995 versus $1,959,000 for the
          nine months ended September 30, 1994.  The Company continues to
          utilize cash from operations to manage its working capital
          deficit.

          The Company continued to invest heavily in equipment at both new
          and existing locations.  $3,099,000 was spent on capital
          expenditures for the nine months ended September 30, 1995
          compared to $2,521,000 for the nine months ended September 30,
          1994.  The Company has also continued to expand through
          acquisition investing $2,483,000 in 1995 to acquire Office
          Telephone Management Inc. and Cellular Hotline Inc.  During 1994
          $3,780,000 was invested to acquire Access Telecommunication
          Group, L.P. (Access).

          Cash to finance this growth was provided mainly from financing
          activities.  During the first nine months of 1995 $1,160,000 was
          raised from sales of new stock, $3,274,000 from an initial public
          offering of the Company's cellular subsidiary, and $2,929,000
          from new borrowings.  A portion of these proceeds were used to
          repay $1,751,000 in principal debt and repurchase $375,00 in STC
          stock.  During 1994 $4,785,000 was raised from financing
          activities, the majority of the proceeds came from sales of stock
          and new borrowings.  These proceeds were used to purchase
          equipment, finance the purchase of Access and repay existing
          debt.

          The Company plans to continue to manage the working capital
          deficit and to expand operations throughout 1995.  This growth is
          expected to be financed with cash from operations and new
          borrowings from existing credit lines.

          <TABLE>
          <CAPTION>
          PART II.              OTHER INFORMATION
          <S>                   <C>

          Item 6.               Exhibits and Reports on Form 8-K:

                                (a)   Exhibits

                                      None

                                (b)   Reports on Form 8-K

                                      On June 30, 1995 the Company filed a
                                      Form 8-K, date of report June 19, 1995,
                                      in which, the Company reported the
                                      acquisition  of Cellular Hotline,  Inc.
                                      by its majority owned subsidiary Shared
                                      Technologies Cellular, Inc.

                                      On August 3, 1995 the Company filed a
                                      Form 8-K/A Amendment #3, date of report
                                      June 27, 1994, regarding its
                                      acquisition of Access Telecommunication
                                      Group, L.P.
          </TABLE>


          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 INC.



          By:      /s/ Vincent DiVincenzo
              ----------------------------
              Vincent DiVincenzo
              Senior Vice President-Finance
              and Administration, Treasurer,
              Chief Financial Officer

          Date:  November 14, 1995