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                                                                       Exhibit 3


                  SECOND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                       SHARED TECHNOLOGIES CELLULAR, INC.
                     ---------------------------------------
               Pursuant to Section 245 of the General Corporation
                          Law of the State of Delaware
                    -----------------------------------------

         SHARED TECHNOLOGIES CELLULAR, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify as follows:

         1. The name of Corporation is Shared Technologies Cellular, Inc.

         2. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on March 14, 1989. A
Restated Certificate of Incorporation was filed with the Secretary of State on
October 6, 1994.

         3. This Second Restated Certificate of Incorporation was duly adopted
in accordance with the provisions of Section 245 of the General Corporation Law,
as amended, of the State of Delaware (the "GCL") by the written consent of the
Board of Directors of the Corporation in accordance with Section 141(f) of the
GCL.

         4. This Second Restated Certificate of Incorporation hereby restates
and integrates, but does not further amend, the provisions of the Corporation's
Restated Certificate of Incorporation, as amended to date, so that the same
shall read in its entirety as follows:

         FIRST: The name of the Corporation is Shared Technologies Cellular,
Inc. (hereinafter, the "Corporation").

         SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County
of Castle, Delaware 19801. The name of the Corporation's registered agent at
such address is The Corporation Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law, as amended, of the State of Delaware (the "GCL"), as set forth in Title 8
of the Delaware Code.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 25,000,000 shares, of which 5,000,000 shall be
Preferred Stock with a par value of $.01 per share and 20,000,000 shares shall
be Common Stock with a par value of $.01 per share.
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         The Preferred Stock is to be issued in one or more series, with each
series to have such designations, preferences, and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions provided for the issue of each series adopted by the Board of
Directors of the Corporation, subject to the limitations prescribed by law and
in accordance with the provisions hereof, the Board of Directors being hereby
expressly vested with authority to adopt any such resolution or resolutions.

         The authority of the Board of Directors with respect to each series
shall include, but not be limited to, the determination or fixing of the
following:

                  (1) The number of shares to constitute the series and the
         distinctive designation thereof;

                  (2) The amount or rate of dividends on the shares of the
         series, whether dividends shall be cumulative and, if so, from what
         date or dates;

                  (3) Whether the shares of the series shall be redeemable and,
         if redeemable, the terms and provisions upon which the shares of the
         series may be redeemed and the premium, if any, and any dividends
         accrued thereon which the shares of the series shall be entitled to
         receive upon the redemption thereof;

                  (4) Whether the shares of the series shall be subject to the
         operations of a retirement or sinking fund to be applied to the
         purchase or redemption of the shares for retirement and, if such
         retirement or sinking fund be established, the annual amount thereof
         and the terms and provisions relative to the operation thereof;

                  (5) Whether the shares of the series shall be convertible into
         shares of any class or classes, with or without par value, or of any
         other series of the same class, and if convertible, the conversion
         price or prices or the rate at which the conversion may be made and the
         method, if any, of adjusting the same;

                  (6) The rights of the shares of the series in the event of the
         voluntary or involuntary liquidation, dissolution, or winding up of the
         Corporation;

                  (7) The restrictions, if any, on the payment of the dividends
         upon, and the making of distributions to, any class of stock ranking
         junior to the shares of the series, and the restrictions, if any, on
         the purchase or redemption of the shares of any such junior class;

                  (8) Whether the series shall have voting rights in addition to
         the voting rights provided by law, and, if so, the terms of such voting
         rights; and

                  (9) Any other relative rights, preferences, and limitations of
         that series.


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         The holders of the Common Stock shall be entitled to one vote for each
share of Common Stock held.

         FIFTH: The Board of Directors has heretofore created and reserved a
series of the Corporation's Preferred Stock with a par value of $.01, known and
designated as "Series B Convertible Preferred Stock" (hereinafter, "Series B
Preferred"), such series of stock consisting of One Million Two Hundred Fifty
Thousand (1,250,000) shares. The powers, preferences and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions of the Series B Preferred are as follows:

                  1. Liquidation. In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of each share of Series B Preferred shall be
         entitled to receive, prior and in preference to any distribution of any
         of the assets or surplus funds of the Corporation to the holders of any
         other class or series of the Corporation's capital stock by reason of
         their ownership thereof, an amount per share equal to the sum of (a)
         the price at which such share was originally issued by the Corporation
         (the "Original Issue Price"), plus (b) an amount equal to a rate of
         return on such holder's investment for the period commencing on the
         Original Issue Date therefor and ending on the date full payment shall
         be tendered to the holders of the Series B Preferred with respect to
         such liquidation, dissolution, or winding up, equal to the product of
         (1) the Original Issue Price therefor and (2) Twelve Percent (12%) per
         annum. If the assets or surplus funds to be distributed to the holders
         of the Series B Preferred are insufficient to permit the payment to
         such holders of their full preferential amount, the assets and surplus
         funds legally available for distribution shall be distributed ratably
         among the holders of the Series B Preferred in proportion to the full
         preferential amount each such holder is otherwise entitled to receive.

                  All of the preferential amounts to be paid to the holders of
         the Series B Preferred pursuant to this Section 1 of Article FIFTH
         shall be paid or set apart for payment before the payment or setting
         apart for payment of any amount for, or the distribution of any assets
         of the Corporation to, the holders of any other class or series of the
         Corporation's capital stock in connection with such liquidation,
         dissolution or winding up.

                  2. Conversion. The holders of the Series B Preferred shall
         have conversion rights as follows (the "Conversion Rights"):

                           a. Right to Convert. Each share of Series B Preferred
                  shall be convertible at the option of the holder thereof at
                  any time from the date of first issuance of such shares of
                  Series B Preferred (the "Original Issue Date") and without the
                  payment of any additional consideration therefor into that
                  number of fully paid and non-assessable shares of Common Stock
                  as is determined by dividing Ten Dollars and No/100 ($10.00)
                  by the Conversion Price (determined as hereinafter provided)
                  in effect at the time of conversion. The 


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                  Conversion Price at which shares of Common Stock shall be
                  deliverable upon conversion (the "Conversion Price") shall be
                  the lesser of: (i) Four and No/100 Dollars ($4.00) (this
                  amount, as from time to time adjusted in the manner
                  hereinafter provided, being referred to as the "Maximum
                  Conversion Price"), or (ii) One Hundred Per Cent (100%) (this
                  percentage, as from time to time adjusted in the manner
                  hereinafter provided, being referred to as the "Adjusting
                  Percentage") of the average closing bid price of the Common
                  Stock quoted on the NASDAQ Stock Market or any exchange on
                  which the Common Stock is listed (or the closing bid price of
                  the Common Stock quoted in the Over-the-Counter Market Summary
                  if not on the NASDAQ system or an exchange) for the forty (40)
                  consecutive trading days preceding the date of conversion (the
                  "Closing Price"). In no event shall the Conversion Price be
                  less than Three and No/100 Dollars ($3.00) (this amount, as
                  from time to time adjusted in the manner hereinafter provided,
                  being referred to as the "Minimum Conversion Price"). The
                  Maximum and Minimum Conversion Prices and the Adjusting
                  Percentage shall be subject to adjustment (in order to adjust
                  the number of shares of Common Stock into which the Series B
                  Preferred is convertible) as hereinafter provided.

                           b. Mechanics of Conversion. In the event that a
                  holder of shares of Series B Preferred shall elect to convert
                  the same into shares of Common Stock, such holder shall give
                  written notice of such election (a "Conversion Notice") to the
                  Corporation at the office of the Corporation. Such Conversion
                  Notice shall state therein the holder's name or the names of
                  the holder's nominees in which he wishes the certificate or
                  certificates for shares of Common Stock to be issued, together
                  with the applicable federal taxpayer identification number.
                  Such conversion shall be deemed to have been made on the date
                  that the holder has given the Corporation a Conversion Notice,
                  and the person or persons entitled to receive the shares of
                  Common Stock issuable upon conversion shall be treated for all
                  purposes as the record holder or holders of such shares of
                  Common Stock on such date. A holder who has given a Conversion
                  Notice shall promptly thereafter surrender the certificate or
                  certificates evidencing the shares of Series B Preferred that
                  have been converted, duly endorsed, at the office of the
                  Corporation or of any transfer agent for the Series B
                  Preferred, but the failure to promptly surrender such
                  certificate or certificates shall in no way effect the right
                  or time of conversion. The Corporation shall, as soon as
                  practicable after receipt of the certificate or certificates
                  evidencing the shares of Series B Preferred that have been
                  converted, issue and deliver to the holder of Series B
                  Preferred who has given such Conversion Notice, or to his
                  nominee or nominees, a certificate or certificates for the
                  number of shares of Common Stock to which he shall be
                  entitled.


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                           c. Adjustments to Conversion Price for Diluting
                  Issues.

                                    (1) Special Definitions. For purposes of
                           this Subsection 2.c., the following definitions shall
                           apply:

                                             (a) "Option" shall mean rights,
                           options or warrants to subscribe for, purchase or
                           otherwise acquire either Common Stock or Convertible
                           Securities.

                                            (b) "Original Issue Date" shall mean
                           the date on which the first share of Series B
                           Preferred was issued.

                                            (c) "Convertible Securities" shall
                           mean any evidences of indebtedness, shares (other
                           than Series B Preferred) or other securities directly
                           or indirectly convertible into or exchangeable for
                           Common Stock.

                                            (d) "Additional Shares of Common
                           Stock" shall mean all shares of Common Stock issued
                           (or deemed to be issued) by the Corporation after the
                           Original Issue Date.

                                            (e) "Dilutive Issue" shall mean the
                           issuance by the Corporation of Additional Shares of
                           Common Stock (including Additional Shares of Common
                           Stock deemed to be issued) without consideration or
                           for a consideration per share less than the
                           Conversion Price in effect on the date of and
                           immediately prior to such issue and for which no
                           adjustment is made pursuant to Subsection 2.c.(5).

                                    (2) Issue of Options and Convertible
                           Securities Deemed Issue of Additional Shares of
                           Common Stock. In the event the Corporation at any
                           time or from time to time after the Original Issue
                           Date shall issue any Options or Convertible
                           Securities or shall fix a record date for the
                           determination of holders of any class of securities
                           entitled to receive any such Options or Convertible
                           Securities and the consideration per share to be paid
                           upon exercise or conversion of such Options or
                           Convertible Securities is less than the Conversion
                           Price in effect on the date of, and immediately prior
                           to the issue of such Options or Convertible
                           Securities, then the maximum number of shares of
                           Common Stock issuable upon the exercise of such
                           Options or, in the case of Convertible Securities and
                           Options therefor, the conversion or exchange of such
                           Convertible Securities, shall be deemed to be
                           Additional Shares of Common Stock issued as of the
                           time of such issue or, in case such a record date
                           shall have been fixed, as of the close of business on
                           such record date, provided that in any such case in
                           which Additional Shares of Common Stock are deemed to
                           be issued no further


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                           adjustment in the Conversion Price shall be made upon
                           the subsequent issue of Convertible Securities or
                           shares of Common Stock upon the exercise of such
                           Options or conversion or exchange of such Convertible
                           Securities.

                                    (3) Adjustment of Conversion Price Upon
                           Issuance of Additional Shares of Common Stock in a
                           Dilutive Issue. In the event of a Dilutive Issue, the
                           following adjustments shall be made:

                                            If the percentage determined by
                           dividing the consideration per share received by the
                           Corporation in the Dilutive Issue by the then Closing
                           Price (the "Test Percentage") is less than the then
                           effective Adjusting Percentage, the Adjusting
                           Percentage shall be reduced to the Test Percentage
                           and such percentage shall be the basis for all future
                           adjustments. Upon such adjustment the Maximum and
                           Minimum Conversion Prices shall be reduced by the
                           dollar amount equal to the difference between the
                           Conversion Price on the date of the Dilutive Issue
                           and the consideration received by the Corporation in
                           such Dilutive Issue.

                                            The foregoing notwithstanding, no
                           adjustment shall be made under this Subsection
                           2.c.(3):

                                            (a) upon the conversion or exchange
                           of shares of Series B Preferred into any other
                           instrument or shares of capital stock prior to
                           January 1, 1998;

                                             (b) upon the exercise of Warrants
                           held by holders of Series B Preferred;

                                            (c) upon the issuance of up to ten
                           percent (10%) of the then issued and outstanding
                           shares of Common Stock of the Corporation pursuant to
                           Options granted to officers, directors or employees
                           of, or consultants to, the Corporation under any
                           stock option, incentive, bonus or compensation
                           program;

                                             (d) for which adjustment is made in
                           the Conversion Price pursuant to Subsection 2.c.(5);
                           or

                                            (e) if the amount of such reduction
                           would be an amount less than $.05, but any such
                           amount shall be carried forward and reduction with
                           respect thereto made at the time of and together with
                           any subsequent reduction which, together with such
                           amount and any other amount or amounts so carried
                           forward, shall aggregate $.05 or more.


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                                    (4) Determination of Consideration. For
                           purposes of this Subsection 2.c., the consideration
                           received by the Corporation for the issue of any
                           Additional Shares of Common Stock shall be computed
                           as follows:

                                            (a) Cash and Property: Such
                           consideration shall: (A) insofar as it consists of
                           cash, be computed at the aggregate amount of cash
                           received by the Corporation excluding amounts paid or
                           payable for accrued interest or accrued dividends;
                           and (B) insofar as it consists of property other than
                           cash, be computed at the fair value thereof at the
                           time of such issue, as determined in good faith by
                           the Board of Directors.

                                            (b) Options and Convertible
                           Securities. The consideration per share received by
                           the Corporation for Additional Shares of Common Stock
                           deemed to have been issued pursuant to Subsection
                           2.c.(2), relating to Options and Convertible
                           Securities, shall be determined by dividing (x) the
                           total amount, if any, received or receivable by the
                           Corporation as consideration for the issue of such
                           Options or Convertible Securities, plus the minimum
                           aggregate amount of additional consideration (as set
                           forth in the instruments relating thereto, without
                           regard to any provision contained therein for a
                           subsequent adjustment of such consideration) payable
                           to the Corporation upon the exercise of such Options
                           or the conversion or exchange of such Convertible
                           Securities or in the case of Options for Convertible
                           Securities, the exercise of such Options for
                           Convertible Securities and the conversion or exchange
                           of such Convertible Securities, by (y) the maximum
                           number of shares of Common Stock (as set forth in the
                           instruments relating thereto, without regard to any
                           provision contained therein for a subsequent
                           adjustment of such number) issuable upon the exercise
                           of such Options or the conversion or exchange of such
                           Convertible Securities.

                                    (5) Adjustment for Dividends, Distributions,
                           Subdivisions, Combinations or Consolidation of Common
                           Stock.

                                            (a) Stock Dividends, Distributions
                           or Subdivisions. In the event the Corporation at any
                           time or from time to time after the Original Issue
                           Date shall declare or pay any dividend, or make any
                           other distribution on the Common Stock, payable in
                           Common Stock or effect a subdivision of the
                           outstanding shares of Common Stock (by
                           reclassification or otherwise than by payment of a
                           dividend in Common Stock), then and in any such
                           event, the Minimum and Maximum Conversion Prices
                           shall be proportionately decreased to reflect such


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                           dividend, distribution or subdivision as of: (A) in
                           the case of any such dividend or distribution,
                           immediately after the close of business on the record
                           date for the determination of holders of any class of
                           securities entitled to receive such dividend or
                           distribution, or (B) in the case of any such
                           subdivision, at the close of business on the date
                           immediately prior to the date upon which such
                           corporation action becomes effective.

                                            (b) Combinations or Consolidations.
                           In the event the outstanding shares of Common Stock
                           shall be combined or consolidated, by
                           reclassification or otherwise, into a lesser number
                           of shares of Common Stock, the Minimum and Maximum
                           Conversion Prices in effect immediately prior to such
                           combination or consolidation shall, concurrently with
                           the effectiveness of such combination or
                           consolidation, be proportionately increased.

                                    (6) Adjustment for Reclassification or
                           Reorganization. In case of any capital reorganization
                           or reclassification of the capital stock of the
                           Corporation (other than a reclassification covered in
                           Subsection 2.c.(5)(b)), each share of Series B
                           Preferred shall thereafter be convertible into the
                           number of shares of stock or other securities or
                           property to which a holder of the number of shares of
                           Common Stock of the Corporation deliverable upon
                           conversion of such Series B Preferred would have been
                           entitled upon such reorganization or
                           reclassification. In any such case, appropriate
                           adjustment (as determined by the Board of Directors)
                           shall be made in the application of these provisions
                           set forth with respect to the rights and interest
                           thereafter of the holders of the Series B Preferred,
                           to the end that these provisions (including
                           provisions with respect to changes in and other
                           adjustments of the Conversion Price) shall thereafter
                           be applicable, as nearly as reasonably may be, in
                           relation to any shares of stock or other property
                           thereafter deliverable upon the conversion of the
                           Series B Preferred.

                                    (7) No Impairment. The Corporation will not,
                           by amendment, of its Certificate of Incorporation or
                           through any reorganization, transfer of assets,
                           consolidation, merger, dissolution, issue or sale of
                           securities or any other voluntary action, avoid or
                           seek to avoid the observance or performance of any of
                           the terms to be observed or performed hereunder by
                           the Corporation but will at all times in good faith
                           assist in the carrying out of all the provisions of
                           this Section 2 of Article FIFTH and in the taking of
                           all such action as may be necessary or appropriate in
                           order to protect the Conversion Rights of the holders
                           of the Series B Preferred against impairment.


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                                    (8) Certificate as to Adjustments. Upon the
                           occurrence of each adjustment or readjustment of the
                           Adjusting Percentage and the Minimum and Maximum
                           Conversion Prices pursuant to this Section 2 of
                           Article FIFTH, the Corporation at its expense shall
                           promptly compute such adjustment or readjustment in
                           accordance with these terms and furnish to each
                           holder of Series B Preferred a certificate setting
                           forth such adjustment or readjustment and showing in
                           detail the facts upon which such adjustment or
                           readjustment is based. The Corporation shall, upon
                           the written request at any time of any holder of
                           Series B Preferred, furnish or cause to be furnished
                           to such holder a like certificate setting forth (i)
                           such adjustments and readjustments, (ii) the Minimum
                           and Maximum Conversion Prices and the Adjusting
                           Percentage at the time in effect, and (iii) the
                           number of shares of Common Stock and the amount, if
                           any, of other property which at the time would be
                           received upon the conversion of Series B Preferred.

                                    (9) Notices of Record Date. In the event of
                           (i) any taking by the Corporation of a record date of
                           the holders of any class of securities for the
                           purpose of determining the holders thereof who are
                           entitled to receive any dividend (other than a cash
                           dividend which is the same as cash dividends paid in
                           previous quarters) or other distribution, or (ii) any
                           capital reorganization of the Corporation, any
                           reclassification or recapitalization of the capital
                           stock of the Corporation, any merger or consolidation
                           of the Corporation, and any transfer of all or
                           substantially all of the assets of the Corporation to
                           any other corporation, or any other entity or person,
                           or any voluntary or involuntary dissolution,
                           liquidation or winding up of the Corporation, the
                           Corporation shall mail to each holder of Series B
                           Preferred at least twenty (20) days (thirty (30) days
                           in the case of an acquisition of the Corporation
                           through a merger or consolidation of the Corporation
                           or the sale of all or substantially all of its assets
                           and properties) prior to the record date specified
                           therein, a notice specifying (A) the date on which
                           any such record is to be taken for the purpose of
                           such dividend or distribution and a description of
                           such dividend or distribution, (B) the date on which
                           any such reorganization, reclassification, transfer,
                           consolidation, merger, dissolution, liquidation or
                           winding up is expected to become effective, and (C)
                           the time, if any, that is to be fixed, as to when the
                           holders of record of Common Stock (or other
                           securities) shall be entitled to exchange their
                           shares of Common Stock (or other securities) for
                           securities or other property deliverable upon such
                           reorganization, reclassification, transfer,
                           consolidation, merger, dissolution, liquidation or
                           winding up.

                                    (10) Common Stock Reserved. The Corporation
                           shall reserve and keep available out of its
                           authorized but unissued Common Stock


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                           such number of shares of Common Stock as shall be
                           sufficient to effect conversion of the Series B
                           Preferred. The number of shares so reserved shall be
                           determined and revised twice a year, as of January 1
                           and June 30.

                           d. Additional Adjustments to Conversion Price. In the
                  event that within the period beginning on the day after the
                  date that shares of the Series B Preferred are first issued,
                  and ending on and including the one hundred eighty-first
                  (181st) day following the date that shares of the Series B
                  Preferred are first issued, the Corporation fails to obtain an
                  aggregate of Five Million and No/100 Dollars ($5,000,000.00)
                  in Qualified Capital (as hereinafter defined) the Minimum
                  Conversion Price and the Maximum Conversion Price shall be
                  reduced by Fifty Cents ($0.50). As used herein, the term
                  "Qualified Capital" shall mean any combination of the
                  following: (1) the proceeds (net of commissions and selling
                  expenses) from the sale of capital stock of the Corporation
                  and (2) up to Two Million Five Hundred Thousand and No/100
                  ($2,500,000.00) in aggregate principal amount of a revolving
                  loan facility entered into with an institutional lender,
                  provided that such facility (A) commences during the aforesaid
                  period ending on the one hundred eighty-first (181st) day
                  following the date that the shares of Series B Preferred are
                  first issued, (B) has an expiration date of no less than
                  twelve (12) months from the date such facility first commences
                  (the "Available Period") and (C) shall entitle the Corporation
                  to borrow, repay and reborrow such principal amount during the
                  Available Period under terms and conditions usual for such
                  facilities.

                  3. Voting Rights. Except as otherwise expressly provided
         herein or as required by law, each holder of Series B Preferred shall
         be entitled to vote on all matters submitted to the stockholders of the
         Corporation for a vote, as though the Common Stock and the Series B
         Preferred constituted a single class of stock, provided that the holder
         of a share of Series B Preferred shall be entitled to vote together
         with the Common Stock as if such holder held four (4) of shares of
         Common Stock for each of his shares of Series B Preferred then
         convertible in accordance with Section 2 above.

                  4. Dividend Rights. There shall be no dividends payable on the
         Series B Preferred.

                  5. Board Participation. The Board of Directors shall consist
         of not more than seven (7) members, four (4) of which shall be elected
         by holders of Series B Preferred as a class. At least two (2) of the
         director(s) elected by holders of Series B Preferred as a class shall
         be mandatory member(s) of the Compensation Committee of the Board of
         Directors.


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                  6. Optional Redemption.

                           a. Election. At any time after August 19, 1997, in
                  the event that the closing bid price for the Common Stock
                  quoted on the NASDAQ Stock Market or any exchange on which the
                  Common Stock is listed (or the closing bid price of the Common
                  Stock quoted in the Over-the-Counter Market Summary if not on
                  the NASDAQ system or an exchange) exceeds Seven and No/100
                  Dollars ($7.00) per share for forty (40) consecutive trading
                  days, the Corporation may redeem all but not less than all of
                  the shares of Series B Preferred that are then issued and
                  outstanding, at a redemption price equal to the Original Issue
                  Price therefor, upon sending written notice of such redemption
                  to each holder of the Series B Preferred in the manner set
                  forth herein on the day immediately following such forty (40)
                  consecutive trading days. The Corporation may not redeem any
                  shares of Series B Preferred unless funds are then legally
                  available for the redemption of all shares of the Series B
                  Preferred. Holders of shares of the Series B Preferred shall
                  continue to be entitled to convert such shares into Common
                  Stock prior to the Optional Redemption Date (as hereinafter
                  defined).

                           b. Notice. Notice of redemption shall be sent by
                  certified or registered mail (return receipt requested),
                  postage prepaid to each holder of record of shares of Series B
                  Preferred at such holder's address as it appears on the
                  records of the Corporation. Such notice shall specify the date
                  set for redemption (the "Optional Redemption Date"), which
                  date shall be at least thirty-five (35) days following the
                  date upon which the Corporation has sent notice of redemption
                  and no greater than forty-five (45) days following the date
                  upon which the Corporation has sent notice of redemption. Any
                  holder of shares of Series B Preferred who converts such
                  shares during any period in which there is notice of
                  redemption outstanding under this Section 6 of Article FIFTH
                  shall be deemed, for all purposes, to have reduced the number
                  of shares of Series B Preferred to be redeemed from him by the
                  number of shares so converted. In the event that a notice of
                  redemption is given under this Section 6 of Article FIFTH, the
                  Corporation shall be obliged to redeem all of the shares of
                  the Series B Preferred on the Optional Redemption Date by
                  payment of the Original Issue Price or Original Issue Prices
                  therefor as provided herein, subject to such shares being
                  previously converted by the holder as provided above. Upon
                  such redemption and payment as provided herein, the holder of
                  the shares of Series B Preferred shall have no further right
                  or interest in such shares.

                           c. Rights Following Redemption. If, on or before the
                  Optional Redemption Date the funds necessary for such
                  redemption shall have been set aside by the Corporation and
                  deposited with a bank or trust company, in trust for the pro
                  rata benefit of the holders of the shares of Series B
                  Preferred, then, notwithstanding that any certificates for
                  such shares shall not have been 


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<PAGE>   12
                  surrendered for cancellation, the shares represented thereby
                  shall no longer be deemed outstanding from and after the
                  Optional Redemption Date, and all rights of holders of such
                  shares shall forthwith, after the Optional Redemption Date,
                  cease and terminate, excepting only the right to receive the
                  redemption funds therefor to which they are entitled, but
                  without interest. Any interest accrued on funds so deposited
                  and unclaimed by stockholders entitled thereto shall be paid
                  to the Corporation from time to time. In case the holders of
                  shares of Series B Preferred shall not, within six years after
                  the Optional Redemption date, claim the amounts so deposited
                  with respect to the redemption thereof, any such bank or trust
                  company shall, upon demand, pay over to the Corporation such
                  unclaimed amounts and thereupon such bank or trust company
                  shall be relieved of all responsibility in respect thereof to
                  such holder and such holder shall look only to the Corporation
                  for the payment thereof. Any funds so deposited with a bank or
                  trust company which shall not be required for such redemption
                  by reason of the exercise subsequent to the date of such
                  deposit of the right of conversion thereof, or otherwise,
                  shall be returned to the Corporation forthwith.

                           d. Rights Upon Failure to Redeem. If the Corporation
                  for any reason fails to redeem any of the shares of Series B
                  Preferred in accordance with this Section 6 of Article FIFTH
                  on the Optional Redemption Date, then notwithstanding anything
                  to the contrary contained in this Certificate of
                  Incorporation, all shares of Series B Preferred then
                  outstanding shall continue to be entitled to the conversion
                  and other rights, preferences and privileges of the Series B
                  Preferred until such shares have been redeemed and the
                  Optional Redemption Price has been paid or otherwise set aside
                  with respect thereto.

         7. Mandatory Redemption.

                           a. Election. In the event that the sum of the
                  Corporation's EBITDA (as hereinafter defined) for the years
                  ended December 31, 1996 and December 31, 1997 is less than
                  Five Million and No/100 Dollars ($5,000,000.00), each holder
                  of the Series B Preferred shall have the right to require the
                  Corporation to redeem such holder's shares at a per share
                  redemption price (the "Mandatory Redemption Price") equal to
                  the sum of (i) the Original Issue Price therefor, plus (ii) a
                  rate of return on investment for the period commencing on the
                  Original Issue Date therefor and ending on the Mandatory
                  Redemption Date (as hereinafter defined), equal to the product
                  of (1) the Original Issue Price therefor and (2) Twelve
                  Percent (12%) per annum. Each holder desiring to require the
                  Corporation to redeem such holder's shares of Series B
                  Preferred shall give written notice thereof to the Corporation
                  at its principal office at least ten (10) days before the
                  requested date of redemption (the "Mandatory Redemption
                  Date"). Upon the Mandatory Redemption Date, such holder shall
                  surrender the certificate or certificates for his shares of
                  the Series B Preferred, duly endorsed, at the office of the
                  Corporation in exchange 


                                     - 12 -
<PAGE>   13
                  for payment of the Mandatory Redemption Price. Upon redemption
                  and payment as provided herein, such holder shall have no
                  further interest in the Series B Preferred.

                           b. Available Funds. If at the time at which
                  redemption is demanded sufficient funds are not legally
                  available for such redemption on the Mandatory Redemption Date
                  to redeem all of the shares of Series B Preferred then
                  required to be redeemed, any and all such unredeemed shares
                  shall thereafter be promptly redeemed, at such time and to the
                  extent that funds of the Corporation become legally available
                  therefor. The shares of the Series B Preferred that are
                  subject to redemption but have not been redeemed and as to
                  which the Mandatory Redemption Price is not paid due to
                  insufficient legally available funds, or otherwise, shall
                  continue to be entitled to the conversion and other rights,
                  preferences and privileges of the Series B Preferred until
                  such shares have been redeemed and the Mandatory Redemption
                  Price has been paid with respect thereto. In the event that
                  insufficient funds are legally available on any Mandatory
                  Redemption Date to redeem all shares of Series B Preferred for
                  which the holders thereof have required redemption, the number
                  of shares to be redeemed of each holder of shares of Series B
                  Preferred that has requested redemption on such Mandatory
                  Redemption Date shall be determined by the Board of Directors,
                  acting in good faith, considering the funds available for
                  redemption and the Original Issue Prices of the shares to be
                  redeemed, and with the intent to redeem a pro rata number of
                  shares from each holder upon the aggregate number of shares
                  held by such holder.

                           c. EBITDA. As used herein the term "EBITDA" means the
                  sum of the Corporation's (i) net income (or net loss) from
                  continuing operations (excluding extraordinary items of income
                  or expense), plus (ii) all interest expense, plus (iii) income
                  tax expense, plus (iv) depreciation expense, plus (v)
                  amortization expense. All calculations shall be in accordance
                  with generally accepted accounting principles (as in effect
                  from time to time in the United States of America),
                  consistently applied, and shall be based upon the
                  Corporation's audited year-end financial statements for the
                  years for which such calculations are being made.

                  8. Other Rights and Privileges. So long as any shares of
         Series B Preferred shall be outstanding, the Corporation shall not,
         without first obtaining the affirmative vote or written consent of the
         holders of more than fifty (50%) percent of the then outstanding shares
         of Series B Preferred:

                           a. alter, change or amend the preferences, rights,
                  privileges or powers of, or the restrictions provided for the
                  benefit of, the Series B Preferred generally;


                                     - 13 -
<PAGE>   14
                           b. authorize, create or issue any other class of
                  stock or series of Preferred Stock or other equity securities
                  having any preference or priority as to dividends or assets
                  upon liquidation superior to or on a parity with any such
                  preference or priority of Series B Preferred;

                           c. merge into another corporation or entity with the
                  result that the holders of capital stock of the Corporation
                  after giving effect to the exercise of all then exercisable
                  Options and Convertible Securities would own less than fifty
                  (50%) percent of the capital voting stock of the surviving
                  entity or sell all or substantially all of the assets of the
                  Corporation;

                           d. pay or declare any dividend or distribution on any
                  shares or Common Stock or other securities of the Corporation;

                           e. increase or decrease the number of directors
                  constituting the Board of Directors;

                           f. apply any of its assets to the redemption,
                  retirement, purchase or other acquisition directly or
                  indirectly, through subsidiaries, if any, or otherwise, of any
                  shares of its capital stock; or

                           g. effect a recapitalization or reorganization or
                  reclassification of the capital stock of the Corporation.

         SIXTH: In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

                  1. Election of directors need not be by written ballot.

                  2. The Board of Directors is expressly authorized to adopt,
         amend or repeal the By-Laws of the Corporation.

         SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this 


                                     - 14 -
<PAGE>   15
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

         EIGHTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director for any act or omission; provided, however, that the
foregoing shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty or loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or
(iv) for any transaction from which the director derived an improper personal
benefit. If the GCL is hereafter amended to permit further elimination or
limitation of the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the GCL as so amended. Any repeal or modification of this Article
EIGHTH by the stockholders of the Corporation or otherwise shall not apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omission of such director
occurring prior to such amendment or repeal.

         NINTH: (a) The Corporation shall, to the fullest extent permitted by
Section 145 of the GCL, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) against any and all
of the expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement actually or reasonably incurred by such person by reason of having
been an officer, director, employee or agent at the request of the Corporation,
any subsidiary of the Corporation or of any other corporation, partnership,
joint venture, trust or other enterprise for which any and all persons who acted
as officer, director, employee or agent at the request of the Corporation, if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person 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 reasonable cause to believe that his
conduct was unlawful.

         (b) The Corporation may 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 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)


                                     - 15 -
<PAGE>   16
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in sections (a) and (b) of this Article
NINTH, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d) Any indemnification under sections (a) and (b) of this Article
NINTH (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in sections (a) and (b) of
this Article NINTH. Such determination shall be made (1) by the Board by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article NINTH. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the Board deems
appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article NINTH shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent 


                                     - 16 -
<PAGE>   17
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify a person against such liability
under this Article NINTH.

         (h) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article NINTH shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (i) If a claim for indemnification pursuant to this Article NINTH is
not paid in full by the Corporation within thirty (30) days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expenses of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the applicable standard of conduct
set forth in the GCL for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board,
independent legal counsel or stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant is proper
in the circumstances because he or she has met the applicable standard of
conduct set forth in the GCL, nor an actual determination by the Corporation
(including its Board, independent legal counsel or stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

         TENTH: The Corporation reserves the right to rescind, amend, alter,
change, or repeal any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

         IN WITNESS WHEREOF, SHARED TECHNOLOGIES CELLULAR, INC. has caused this
Restated Certificate of Incorporation to be signed by Anthony D. Autorino, its
Chairman and Chief Executive Officer, this _____ day of _________, 1998.

                                        SHARED TECHNOLOGIES CELLULAR, INC.


                                        By: ____________________________________
                                            Anthony D. Autorino
                                            Chairman and Chief Executive Officer
46869_1C.DOC/s1


                                     - 17 -
<PAGE>   18
                   CERTIFICATE OF CORRECTION FILED TO CORRECT
                              CERTAIN ERRORS IN THE
                    RESTATED CERTIFICATE OF INCORPORATION OF
                       SHARED TECHNOLOGIES CELLULAR, INC.
            Filed in the Office of the Secretary of State of Delaware
                               on October 6, 1994


         SHARED TECHNOLOGIES CELLULAR, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

         DOES HEREBY CERTIFY:

         1. The name of the Corporation is Shared Technologies Cellular, Inc.
(the "Corporation").

         2. That the Corporation filed a Restated Certificate of Incorporation
with the Secretary of State of Delaware on October 6, 1994 and that said
Restated Certificate of Incorporation requires correction as permitted by
Section 103(f) of the General Corporation Law of the State of Delaware.

         3. The inaccuracy or defect of said Restated Certificate of
Incorporation to be corrected is as follows:

         (a) Section (a) of Article NINTH is corrected to read as follows, with
the language to be corrected and/or inadvertently omitted underscored herein for
reference:

                  "(a) The Corporation shall, to the fullest extent permitted by
         Section 145 of the GCL, indemnify any person 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) against any and all of the expenses (including attorneys'
         fees), judgment, fines and amounts paid in settlement actually or
         reasonably incurred by such person by reason of having been an officer,
         director, employee or agent at the request of the Corporation, any
         subsidiary of the Corporation or of any other corporation, partnership,
         joint venture, trust or other enterprise for which any and all persons
         who acted as officer, director, employee or agent at the request of the
         Corporation, if such person acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the Corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe that the person's
         conduct was unlawful. The termination of any action, suit or proceeding
         by judgment, order, settlement, 


                                   
<PAGE>   19
         conviction, or upon a plea of nolo contendere or its equivalent, shall
         not, of itself, create a presumption that the person did not act in
         good faith and in a manner which the person 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 reasonable cause to
         believe that his conduct was unlawful."


         (b) The last sentence of section (i) of Article NINTH is corrected to
read as follows, with the language inadvertently omitted underscored herein for
reference:

         "Neither the failure of the Corporation (including its Board,
         independent legal counsel or stockholders) to have made a determination
         prior to the commencement of such action that indemnification of the
         claimant is proper in the circumstances because he or she has met the
         applicable standard of conduct set forth in the GCL, nor an actual
         determination by the Corporation (including its Board, independent
         legal counsel or stockholders) that the claimant has not met such
         applicable standard of conduct, shall be a defense to the action or
         create a presumption that the claimant has not met the applicable
         standard of conduct."

         IN WITNESS WHEREOF, said Shared Technologies Cellular, Inc. has caused
this Certificate of Correction to be executed by Anthony D. Autorino, its
Chairman and Chief Executive Officer, this _____ day of _________, 1998.


                                            ____________________________________
                                            Anthony D. Autorino
                                            Chairman and Chief Executive Officer

46869_1C.DOC/s2
                                   
                                      -2-
<PAGE>   20
                       SHARED TECHNOLOGIES CELLULAR, INC.

                     UNANIMOUS WRITTEN CONSENT OF DIRECTORS

                                  JUNE __, 1998


         The undersigned, constituting all of the members of the Board of
Directors of SHARED TECHNOLOGIES CELLULAR, INC., a Delaware corporation (the
"Corporation"), acting pursuant to the provisions of Sections 103, 141(f) and
245 of the Delaware General Corporation Law, do hereby approve and adopt the
following resolutions, without notice or the holding of a meeting of the Board
of Directors, which resolutions shall take effect as though adopted at a meeting
duly called and held, at which a quorum was present and acting throughout:

         WHEREAS, the Corporation filed its original Certificate of
Incorporation with the Delaware Secretary of State on March 14, 1989; and

         WHEREAS, the Corporation filed a Restated Certificate of Incorporation
on October 6, 1994 (the "Restated Certificate"), and has amended and
supplemented such Original Restated Certificate a number of times since that
date; and

         WHEREAS, the Restated Certificate as filed with the Delaware Secretary
of State contained typographical errors and inadvertent language omissions
which, in the view of this Board of Directors, need to be corrected to avoid
confusion; and further

         RESOLVED, that this Board of Directors hereby deems it advisable to
restate and integrate all provisions of the Corporation's Restated Certificate
of Incorporation, as amended and supplemented to date, into one complete
certificate.

         NOW, THEREFORE, be it

         RESOLVED, that the errors and omissions contained in the Corporation's
Restated Certificate be corrected by the filing of a Certificate of Correction
in the form attached hereto as Exhibit A (the "Certificate of Correction"); and
further

         RESOLVED, that provisions of the Restated Certificate, as amended and
supplemented to date, be restated and integrated to read as set forth in the
Second Restated Certificate of Incorporation attached hereto as Exhibit B (the
"Restated Certificate"); and further
<PAGE>   21
         RESOLVED, that the proper officers of the Corporation be, and each of
them hereby is, authorized and empowered, in the name and on behalf of the
Corporation, to execute and file with the Delaware Secretary of State the
Certificate of Correction and the Restated Certificate, and to pay any and all
fees in connection therewith; and further

         RESOLVED, that the proper officers of the Corporation be, and each of
them hereby is, authorized and directed to take or cause to be taken any and all
such further actions as they or any of them shall deem necessary, desirable or
convenient to carry out the intent of the foregoing resolutions.

         IN WITNESS WHEREOF, the undersigned directors have executed this
Consent as of the date set forth above, and hereby direct that this Consent be
inserted in the minute book of the Corporation with the proceedings of the Board
of Directors' meetings.



__________________________________           ___________________________________
Anthony D. Autorino                          Ajit G. Hutheesing


__________________________________           ___________________________________
Thomas H. Decker                             Vincent DiVincenzo


__________________________________           ___________________________________
William A. DiBella                           Nicholas E. Sinacori


46867_1C.DOC/s1

                                     - 2 -