Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HARRIS HAROLD J
   2. Issuer Name and Ticker or Trading Symbol
FAIRCHILD CORP [FA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O THE FAIRCHILD CORPORATION, 1750 TYSONS BOULEVARD, SUITE 1400		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2005
(Street)

MCLEAN, VA 22102		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/28/2005   M   15,762 A (6) 61,224 D  
Class A Common Stock               7,500 I Spouse
Class A Common Stock               27,268 I Wm J. Harris 401K and Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NED Stock Option (Right to Buy) (5) $ 6             11/20/2000 11/19/2005 Class A Common Stock 1,000   1,000 D  
NED Stock Option (Right to Buy) (5) $ 6             11/20/2001(1) 11/19/2005 Class A Common Stock 7,500   7,500 D  
NED Stock Option (Right to Buy) (5) $ 2.35             11/13/2001 11/12/2006 Class A Common Stock 1,000   1,000 D  
NED Stock Option (Right to Buy) (5) $ 2.35             11/13/2002(2) 11/12/2011 Class A Common Stock 17,000   17,000 D  
NED Stock Option (Right to buy) (5) $ 4.99             11/21/2002 11/20/2007 Class A Common Stock 1,000   1,000 D  
Deferred Compensation Units (3) (4) 02/28/2005   M     15,762 02/28/2005 02/28/2005 Class A Common Stock 15,762 (6) 0 D  
NED Stock Option (Right to Buy) (5) $ 5.11             11/07/2003 11/06/2008 Class A Common Stock 1,000   1,000 D  
NED Stock Option (Right to Buy) (5) $ 3.49             02/16/2005 02/15/2010 Class A Common Stock 1,000   1,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARRIS HAROLD J
C/O THE FAIRCHILD CORPORATION
1750 TYSONS BOULEVARD, SUITE 1400
MCLEAN, VA 22102		   X      

Signatures

 Donald E. Miller, Attorney-In-Fact for Harold J. Harris   03/01/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Exercisable in 25% annual increments on 11/20/01; 11/20/02; 11/20/03; 11/20/04.
(2) Exercisable in 25% annual increments on 11/13/02; 11/13/03; 11/13/04; 11/13/05.
(3) The reporting person elected to defer receipt of shares of common stock issuable upon exercise of his option, resulting in the accrual to his account of a corresponding no. of Deferred Compensation Units.
(4) One share Class A Common Stock for one Deferred Compensation Unit.
(5) NED stands for Non-Employee Director
(6) N/A -- DCU pay-out in the form of one share of Fairchild Class A Common Stock for each Deferred Compensation Unit.

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