SHARED TECHNOLOGIES FAIRCHILD TO MERGE INTO TEL-SAVE

WETHERSFIELD,  CONNECTICUT,  July 17, 1997 - Shared Technologies  Fairchild Inc.
(the "Company")  (Nasdaq:  STCH) today announced that it has signed an agreement
to merge into Tel-Save Holdings, Inc. (Nasdaq: TALK).

Pursuant to the agreement, the Company will merge into a wholly-owned subsidiary
of Tel-Save, and the Company's stockholders will receive shares of Tel-Save
stock, having a value of $11.25 per share for each share of common stock of the
Company, subject to upward adjustment in certain circumstances based on the
market price of Tel-Save's stock at the time of the merger. It is expected that
the merger will be completed in December. The merger is subject to the approval
of the shareholders of the Company and Tel-Save, as well as antitrust and
regulatory clearances and other customary closing conditions.

"We view this as a powerful combination with strong synergies and exciting
growth prospects," said Anthony D. Autorino, the Company's chairman and chief
executive officer. "Our years of hard work in building a premier
telecommunications services company have culminated in this unique opportunity
to join with Tel-Save and achieve enhanced value for our stockholders," Autorino
said. "I'm impressed by the innovation and energy that Tel-Save has shown during
its rapid and successful development, and I believe that our quality customer
base is a perfect fit for Tel-Save."

Tel-Save is among the nation's ten largest providers of long-distance services,
utilizing state-of- the-art network technology.

Company Contact:

Anthony D. Autorino
Chairman and Chief Executive Officer
(860) 258-2400