EXHIBIT 3(i).2

                              CERTIFICATE OF MERGER

                                       OF

                           FAIRCHILD INDUSTRIES, INC.

                                      INTO

                            SHARED TECHNOLOGIES INC.

     The undersigned corporation,  organized and existing under and by virtue of
the General Corporation Law of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That the name and state of incorporation of each of the constituent
corporations of the merger is as follows: 

            NAME                                   STATE OF INCORPORATION 

 Fairchild Industries, Inc.                               Delaware 

 Shared Technologies Inc.                                 Delaware

     SECOND:  That an  Agreement  of Plan of Merger,  as  amended,  between  the
parties  to the merger  has been  approved,  adopted,  certified,  executed  and
acknowledged  by each of the  constituent  corporations  in accordance  with the
requirements of section 251 of the General Corporation Law of Delaware.

     THIRD:  That the name of the surviving  corporation of the merger is Shared
Technologies  Inc.,  which  shall  herewith  be changed  to Shared  Technologies
Fairchild Inc.

     FOURTH: That the amendment in the Restated  Certificate of Incorporation of
Shared  Technologies  Inc.,  a  Delaware  corporation,  which  is the  surviving
corporation, that is to be effected by the merger is as follows:

         To amend Article First of the  Corporation's  Restated  Certificate  of
         Incorporation to read in its entirety as follows:






         "FIRST.  The name of this corporation shall be:

                       SHARED TECHNOLOGIES FAIRCHILD INC."

         To amend the first  paragraph  of Article  Fourth of the  Corporation's
         Restated  Certificate  of  Incorporation  to  read in its  entirety  as
         follows:

         "FOURTH.   The total number of shares of all classes of stock which the
                    Corporation  shall have authority to issue is (i) 50,000,000
                    shares of  Common  Stock,  $.004  par  value per share  (the
                    "Common  Stock"),  and (ii)  25,000,000  shares of Preferred
                    Stock, $.01 par value per share (the "Preferred  Stock"), of
                    which  5,000,000  shares  have  been  designated   Series  C
                    Preferred Stock (the "Series C Preferred Stock"),  1,000,000
                    shares have been  designated  Series D Preferred  Stock (the
                    "Series  D  Preferred  Stock"),  250,000  shares  have  been
                    designated  Series  G 6%  Cumulative  Convertible  Preferred
                    Stock (the "Series G Preferred Stock"),  200,000 shares have
                    been  designated  Series  H  Special  Preferred  Stock  (the
                    "Series  H  Preferred  Stock"),  250,000  shares  have  been
                    designated  Series  I 6%  Cumulative  Convertible  Preferred
                    Stock (the  "Series I Preferred  Stock") and 200,000  shares
                    have been designated  Series J Special  Preferred Stock (the
                    "Series J Preferred Stock")"



     As  so  amended,  the  Restated  Certificate  of  Incorporation  of  Shared
Technologies  Inc.  shall be the Restated  Certificate of  Incorporation  of the
surviving corporation.

     FIFTH:  That the executed  Agreement of Plan of Merger,  as amended,  is on
file at the  principal  place of  business  of the  surviving  corporation,  the
address of which is 100 Great Meadow Road, Suite 104, Wethersfield, CT 06109.

     SIXTH: That a copy of the Agreement of Plan of Merger, as amended,  will be
furnished by the  surviving  corporation,  on request and without  cost,  to any
stockholder  of any  constituent  corporation. 

 Dated:  March  13,  1996  

                                                     SHARED TECHNOLOGIES INC.

                                                     By:  /s/ Kenneth M. Dorros
                                                          Kenneth M. Dorros,
                                                          Senior Vice President

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