A 4
                  THE FAIRCHILD CORPORATION
                     OFFICER LOAN PLAN??


The  Fairchild  Corporation,  a  Delaware  corporation  (the
"Company"),  hereby  adopts the  following  loan  plan  (the
"Plan") for executive officers of the Company and presidents
or  other  senior executive officers of operating  divisions
("Executive Officers"):

1.   Objective.

     The  objective  of  the Plan is to  provide  additional
     incentive  to  Executive  Officers  by  granting  loans
     ("Loans") to such persons, the proceeds of which are to
     be  used  by  such  persons for  the  sole  purpose  of
     purchasing  Class  A  Common  Stock  of  The  Fairchild
     Corporation  ("Common Stock") in the open market.   The
     acquisition  of Common Stock with Loans is intended  to
     (i)   provide  an  increased  incentive  for  Executive
     Officers to exert their best efforts on behalf  of  the
     Company, (ii) strengthen the ability of the Company  to
     recruit and retain those persons possessing outstanding
     competence  and the ability to contribute significantly
     to  the  Company's success, (iii) award those Executive
     Officers who have made significant contributions to the
     Company  in  the  past, and (iv) further  identify  the
     interests of such Executive Officers with those of  the
     Company  and its stockholders by increasing the  desire
     of such officers to maximize the value of the Company.

2.   Definitions.

     2.1  "Acceptance Date" means the date when a Participant
          accepts the offer by the Company to loan the Participant the
          purchase price to purchase Shares in the open market.

     2.2   "Board" means the Board of Directors of the Company
          provided that if any action taken by the Board relates to a
          Participant who is a director of the Company, the majority
          of  the  directors approving such action shall  be
          disinterested directors.

     2.3  "Committee" means the Compensation and Stock Option
          Committee of the Board.  The Committee shall consist of
          three or more of the members of the Board, all of whom shall
          be Non-Employee Directors (as that term is defined in Rule
          16b-3 of the General Rules and Regulations promulgated under
          the Exchange Act.

     2.4  "Common Stock" means shares of Class A Common Stock of
          The Fairchild Corporation.

     2.5  "Effective Date of the Plan" is defined under Section
          11 hereof.

     2.6  "Exchange Act" means the Securities and Exchange Act of
          1934 as amended.

     2.7  "Loan" means a loan made to a Participant to purchase
          Shares under the Plan.

     2.8  "Loan Availability Period" means the following two
          periods:

          (a)  Up to $750,000 in Loans will be available for
               a  period of ten (10) days, commencing on the
               Effective  Date  and  ending  ten  (10)  days
               thereafter.  Such period may be  extended  or
               renewed   by  the  Committee  in   its   sole
               discretion.

          (b)  The  balance  of  funds available  for  Loans
               under  this Plan shall not be available until
               after the Company's senior lender consents to
               such  Loans.   The Committee shall  determine
               the Loan Availability Period for such balance
               after such consent is obtained.

     2.9  "Participant" means any executive officer  of  the
          Company or any president or other senior executive officer
          of an operating division who has accepted to receive a Loan
          pursuant to this Plan for the purpose of purchasing Shares
          in the open market.

     2.10 "Shares" means shares of Common Stock purchased by a
          Participant pursuant to the Plan.


3.   Eligibility.

     Participation in the Plan shall be limited to executive
     officers of the Company and presidents or other  senior
     executive  officers of significant operating divisions.
     All  Participants  shall  be required  to  complete  an
     "accredited  investor  questionnaire,"  or  such  other
     documents as the Company may require to establish  that
     such Participants are aware of the risks of investment,
     and   to   comply  with  applicable  private  placement
     exemptions.

     Participation  in  the  Plan shall  be  limited  to  15
     persons, aggregate.

     Participants shall be designated by the Board from time
     to time upon the recommendation of the Committee.

     Eligibility confers no vested right to the grant of any
     Loans under this Plan.

4.   Grant of Loans.

     During the Loan Availability Period, the Committee  may
     make  recommendations  to  the  Board  concerning   the
     granting of Loans under the Plan to Participants.   The
     Board will meet to consider the recommendations of  the
     Committee  (or will act by written consent in  lieu  of
     such a meeting) and will make a final determination  as
     to   the   granting  of  Loans  under   the   Plan   to
     Participants.  The Board's determination may vary  from
     the  Committee's  recommendations  and  the  Board  may
     choose to make no Loans at all.  Immediately after  the
     action   of  the  Board,  the  Committee  will   notify
     individuals  to  whom the Loans have been  granted  and
     will permit such Participants to borrow money upon  the
     execution  and  delivery  of a  Loan  Agreement  and  a
     Promissory Note (as defined in Paragraph 5 herein).

5.   Terms of Loans.

     The  Company shall make a Loan to a Participant  in  an
     amount  not  to   exceed $100,000 per Participant,  for
     100%  of  the purchase price for Shares to be purchased
     by a Participant during the Loan Availability Period.

     Each  Loan  will  be made pursuant  to  the  terms  and
     conditions  of a loan agreement (the "Loan  Agreement")
     in  form  and  substance acceptable to the Company  and
     evidenced by a promissory note (the "Note") in form and
     substance acceptable to the Company.  No funds will  be
     advanced   until  the  Participant  has  executed   and
     delivered copies of such Loan Agreement and Note to the
     Committee.

     Each  Note shall be payable thirty (30) days after  the
     Company  makes  demand for payment  and  will  be  non-
     interest  bearing.  The Board will have sole discretion
     concerning when demand for payment of the Loans will be
     made,   but  the  Board  will  consider  the  following
     factors:

     A.   Whether the Company's needs for cash flow or financing
       make the calling  of the Loans advisable.

     B.   Whether the Participant has terminated  employment with
       the Company, and

     C.    Whether the Participant is able to repay the Loan
       without undue difficulty.

     Upon  direction from the Board, the Committee will make
     demand  for  payment and will seek to collect  on  each
     Loan  not later than five (5) years from the date funds
     are advanced under such Loan.

6.   Conditions to Loans.

     As  a  condition  to the granting  of  any  Loan  to  a
     Participant,   the  Participant  shall  represent   and
     warrant that he/she shall use the proceeds for the sole
     purpose  of  purchasing Shares.  The Board may  require
     the  Participant to execute and deliver to the  Company
     any     appropriate     or    necessary     agreements,
     representations, or documents in this regard.

7.   Limitation on Loans.

     The total amount of Loans outstanding at any time under
     this  Plan and at any time during the term of this Plan
     will  not  exceed  $1,000,000, of  which:   (a)  Up  to
     $750,000  shall be available on the date of this  Plan,
     and  (b)  the  balance  shall be  available  after  the
     Company's senior lender consents to such Loans.

8.     Term of Plan.

     This  Plan  will be effective until December 31,  2003.
     Determination of when demand for payment of  the  Loans
     will  be  made will be vested in the Board (subject  to
     the restriction that all Loans must be paid within five
     (5)  years  from  the date funds are advanced,  as  set
     forth in Paragraph 5 above).

9.     Disinterested Persons.

     All  actions  by the Committee regarding a  Loan  to  a
     member  of  the  Committee will be  taken  without  the
     participation of the Committee member and  all  actions
     by  the Board regarding a Loan to a member of the Board
     will  be  taken without the participation of the  Board
     member,  but the Committee member and the Board member,
     respectively, may be counted for purposes of a quorum.

10.    Administration.

     The  Plan  will be administered by the Board  upon  the
     recommendations of the Committee.

11.    Effective Date of Plan.

     The "Effective Date" of this Plan shall be February  5,
     1999.

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