Edgar Filing: STEINER ERIC I

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STEINER ERIC I

2. Issuer Name and Ticker or Trading Symbol
FAIRCHILD CORP [FA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and COO

(Last)

(First)

(Middle)

C/O THE FAIRCHILD CORPORATION, 1750 TYSONS BLVD., SUITE 1400

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2000

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								105,270	D
Class A Common Stock								80,000	I	Held as Trustee of The Steiner Children's Trust
Class A Common Stock	04/12/2000		S		10,000	D	$ 6.9631	0	I	E&P Steiner Family Investment LLC
Class A Common Stock								16,860	I	401K Plan
Class B Common Stock								15,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

⁽²⁾

⁽³⁾

Class A Common Stock

15,000

Employee Stock Option (Right to Buy)

$ 6.5625

09/19/2001⁽⁸⁾

09/18/2005

Class A Common Stock

20,000

Employee Stock Option (Right to Buy)

$ 3.1

09/21/2002⁽⁴⁾

09/20/2006

Class A Common Stock

42,888

Employee Stock Option (Right to Buy)

$ 5.03

09/20/2003⁽⁵⁾

09/19/2007

Class A Common Stock

26,400

DCUs ⁽⁶⁾

⁽⁷⁾

02/28/2010⁽⁹⁾

Class A Common Stock

25,545

DCUs ⁽⁶⁾

⁽⁷⁾

02/28/2010⁽⁹⁾

Class A Common Stock

4,027

DCUs ⁽⁶⁾

⁽⁷⁾

02/28/2010⁽⁹⁾

Class A Common Stock

1,666

DCUs ⁽⁶⁾

⁽⁷⁾

02/28/2010⁽⁹⁾

Class A Common Stock

11,328

DCUs ⁽⁶⁾

⁽⁷⁾

02/28/2010⁽⁹⁾

Class A Common Stock

1,260

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STEINER ERIC I C/O THE FAIRCHILD CORPORATION 1750 TYSONS BLVD., SUITE 1400 MCLEAN, VA 22102	X	X	President and COO

Signatures

Eric I. Steiner		11/16/2005
^**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)	One share Class A Common for one share Class B Common
(2)	Immediately exercisable.
(3)	No expiration date.
(4)	Exercisable in 25% annual increments on 9/21/02; 9/21/03; 9/21/04; 9/21/05.
(5)	Exercisable in 25% annual increments on 9/20/03; 9/20/04; 9/20/05; 9/20/2006.
(6)	The Reporting Person elected to defer receipt of shares of common stock issuable upon exercise of his options, resulting in the accrual to his account of a corresponding no. of Deferred Compensation Units ("DCUs").
(7)	One share Class A Common Stock for 1 Deferred Compensation Unit ("DCU").
(8)	Exercisable in 25% annual increments on 9/19/01; 9/19/02; 9/19/03; 9/19/04.
(9)	On 2/28/05, the Reporting Person, subject to the approval of the Issuer's Compensation Committee, revised the Distribution Date of previously reported DCUs to alter the pay-out date from 2/28/05 to 2/28/10.

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