SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                             --------------------
                                 FORM 10-K/A
                             --------------------

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the year ended June 30, 1996         Commission File Number:  1-6560
                   -------------                                  ------

                          THE FAIRCHILD CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                     34-0728587
-------------------------------                    -------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

Washington Dulles International Airport
 300 West Service Road, P.O. Box 10803
         Chantilly, Virginia                               20153
----------------------------------------                ----------
(Address of principal executive offices)                (Zip Code)

                             (703) 478-5800
            ----------------------------------------------------
            (Registrant's Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

                                       Name of exchange on
Title of each class                    which registered
-------------------                    -------------------
Class A Common Stock, par value
$.10 per share                         New York and Pacific Stock Exchange
-------------------------------        -----------------------------------
13 1/8% Subordinated Debentures
due 2006                               New York Stock Exchange
-------------------------------        -----------------------------------
12% Intermediate Subordinated
Debentures due 2001                    New York Stock Exchange
-------------------------------        -----------------------------------
13% Junior Subordinated
Debentures due 2007                    New York Stock Exchange
-------------------------------        -----------------------------------


Securities registered pursuant to Section 12(g) of the Act:  None
                                                             ----
Indicate by check mark whether the Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                                                       Yes  X  No
                                                          ----   ----

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants= knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [  ].

     As of March 27, 1997, the aggregate market value of the common shares 
(based upon the closing price of these shares on the New York Stock Exchange)
of the Registrant held by nonaffiliates was approximately $102.0 million
(excluding shares deemed beneficially owned by affiliates of the Registrant
under Commission Rules).

     As of March 27, 1997, the number of shares outstanding of each of the 
Registrant's classes of common stock were as follows:

    Class A common stock, $.10 par value               13,949,360
                                                     ------------
    Class B common stock, $.10 par value                2,632,690
                                                     ------------



AMENDMENT
---------

     The primary purpose of this Amendment is to provide an Exhibit listing
which incorporates by reference the December 31, 1996 Form 10-K recently
filed by Shared Technologies Fairchild Inc., who has a fiscal year which
differs from the Registrant's.  (See new Exhibit 99(c)).  The Registrant
holds a significant equity investment interest in Shared Technologies
Fairchild Inc.  Other minor modifications to the Exhibit 10(a)(xii), Exhibit
10(b)(n) and Exhibit 10(b)(n)(i) have been made.  The full exhibit index is
being provided.
<PAGE>
                                  PART IV

ITEM 14.  EXHIBITS
------------------
(a)(3)  Exhibits.

3   (a)     Registrant's Restated Certificate of Incorporation 
            (incorporated by reference to Exhibit "C" of Registrant's 
            Proxy Statement dated October 27, 1989).

    (b)     Registrant's Amended and Restated By-Laws (as amended as
            of September 15, 1995).

4   (a)     Specimen of Class A Common Stock certificate (incorporated by
            reference to Registration Statement No. 33-15359 on Form S-2).

    (b)     Specimen of Class B Common Stock certificate (incorporated by
            reference from Registrant's Annual Report on Form 10-K for the
            fiscal year ended June 30, 1989 (the "1989 10-K")).

    (c)     Form of Indenture between Registrant and J. Henry Schroder Bank
            & Trust Company, pursuant to which Registrant's 13-1/8%
            Subordinated Debentures due 2006 (the "Senior Debentures") were
            issued (the "Debenture Indenture"), and specimen of Senior
            Debenture (incorporated by reference to Registration Statement
            No. 33-3521 on Form S-2).

    (d)     First Supplemental Indenture dated as of November 26, 1986, to
            the Debenture Indenture (incorporated by reference to the
            Registrant's Quarterly Report on Form 10-Q for the quarter
            ended December 31, 1986 (the "December 1986 10-Q").

    (e)     Form of Indenture between Registrant and Manufacturers Hanover
            Trust Company pursuant to which Registrant's 12-1/4% Senior
            Subordinated Notes due 1996 (the "Senior Notes") were issued
            (the"Note Indenture"), and specimen of Senior Note
            (incorporated by reference to Registration Statement No.
            33-03521 on Form S-2).

    (f)     First Supplemental Indenture dated as of November 26, 1986, to
            the Note Indenture (incorporated by reference to the December
            1986 10-Q).

    (g)     Indenture between Registrant and Connecticut National Bank (as
            successor to National Westminster Bank) dated as of October 15,
            1986, pursuant to which Registrant's Intermediate Subordinated
            Debentures due 2001 (the "Intermediate Debentures") were
            issued, and specimen of Intermediate Debenture (incorporated by
            reference to Registrant's Quarterly Report on Form 10-Q for the
            quarter ended September 30, 1986 (the "September 1986 10-Q")).

    (h)     Indenture between Rexnord Acquisition Corp. ("RAC") and Bank of
            New York (as successor to Irving Trust Company) dated as of
            March 2, 1987, pursuant to which RAC's Senior Subordinated
            Debentures due 1999 (the "Rexnord Senior Debentures") were
            issued (the "Rexnord Senior Indenture"), and specimen of
            Rexnord Senior Debenture incorporated by reference from
            Registrants Annual Report on Form 10-K for fiscal year ended
            June 30, 1987 (the "1987 10-K").

    (i)     First Supplemental Indenture between Rexnord Inc. ("Rexnord")
            (as successor to RAC) and Irving Trust Company dated as of July
            1, 1987, to the Rexnord Senior Indenture (incorporated by
            reference to Registration Statement No. 33-15359 on Form S-2).

    (j)     Second Supplemental Indenture between Rexnord Holdings Inc.,
            now know as RHI Holdings, Inc. ("RHI") (as successor to
            Rexnord) and Irving Trust Company dated as of August 16, 1988,
            to the Rexnord Senior Indenture (incorporated by reference to
            Registrant's Annual Report on Form 10-K for the fiscal year
            ended June 30, 1988 (the "1988 10-K")).

    (k)     Indenture between Registrant and Norwest Bank Minneapolis, N.A.
            dated as of March 2, 1987, pursuant to which Registrant's
            Junior Subordinated Debentures due 2007 (the "Junior
            Debentures") were issued, and specimen of Junior Debenture
            (incorporated by reference to Final Amendment to Tender Offer
            Statement on Schedule 14D-1 of Banner Acquisition Corp. ("BAC")
            dated March 9, 1987).

    (l)     First Supplemental Indenture between Registrant and Norwest
            Bank, Minnesota Bank, N.A., dated as of February 28, 1991, to
            Indenture dated as of March 2, 1987, relating to the Junior
            Debentures (incorporated by reference to the 1991 10-K).

    (m)     Securities Purchase Agreement dated as of October 15, 1986, by
            and among Registrant and each of the Purchasers of the
            Intermediate Debentures (incorporated by reference to the
            September 1986 10-Q).

    (n)     Securities Purchase Agreement dated as of March 2, 1987, by and
            among Registrant, RAC and each of the Purchasers of the Junior 
            Debentures, the Rexnord Senior Debentures and other securities
            (incorporated by reference to the 1987 10-K).

    (o)     Registration Rights Agreement dated as of October 15, 1986, by
            and among Registrant and each of the purchasers of the
            Intermediate Debentures (incorporated by reference to the
            September 1986 10-Q).
<PAGE>
    (p)     Registration Rights Agreement dated as of March 2, 1987, by and
            among Registrant, RAC and each of the purchasers of the Junior
            Debentures, the Rexnord Senior Debentures and other securities
            (incorporated by reference to Registrant's Report on Form 8-K
            dated March 17, 1987).

    (q)     Indenture between Rexnord and First Wisconsin Trust Company 
            dated as of June 1, 1983 (the "Rexnord Indenture"), First
            Supplemental Indenture between Rexnord and First Wisconsin
            Trust Company dated as of October 1, 1984 to the Rexnord
            Indenture, pursuant to which Rexnord's Debentures due 1995 (the
            "Rexnord Debentures") were issued, and specimen of Rexnord
            Debenture (incorporated by reference to Form 8-A of Rexnord,
            dated October 3, 1984).

    (r)     Second Supplemental Indenture among Rexnord, RHI and First
            Wisconsin Trust Company dated as of August 16, 1988, to the
            Rexnord Indenture (incorporated by reference to the 1988 10-K).

    (s)     Indenture dated as of November 1, 1982, between Fairchild
            Industries, Inc. ("Fairchild") and Continental Illinois
            National Bank and Trust Company of Chicago, pursuant to which
            certain debt securities of Fairchild were issued (incorporated
            by reference to Registration Statement No. 2-80009 on Form
            S-3).

    (t)     Indenture dated as of January 1, 1978 between Fairchild and
            Bankers Trust Company, pursuant to which Fairchild's 9-3/4%
            Subordinated Debentures due April 1, 1988 were issued
            (incorporated by reference to Registration Statement No.
            2-60451 on Form S-7).

    (u)     Indenture dated as of March 1, 1991, between Registrant and
            Sovran Bank, N.A., pursuant to which the Registrant's 14%
            Senior Secured Notes were issued (incorporated by reference
            to the 1991 10-K).

    (v)     Indenture date as of August 1, 1992, between Fairchild and
            NationsBank, N.A. pursuant to which Fairchild's 12 1/4% Senior
            Secured Notes were issued (incorporated by reference to the
            1992 10-K).

 10 (a)     Restated and Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1992 10-K).

    (a)(i)  Amendment No. 1, dated as of June 30, 1993, to the Restated
            and Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1993 10-K).
<PAGE>
   (a)(ii)  Amendment No. 2, dated as of October 1, 1993, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1994 10-K).

   (a)(iii) Amendment No. 3, dated as of December 23, 1993, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1994 10-K).

   (a)(iv)  Amendment No. 4, dated as of March 31, 1994, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1994 10-K).

   (a)(v)   Amendment No. 5, dated as of July 29, 1994, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1995 10-K).

   (a)(vi)  Amendment No. 6, dated as of October 15, 1994, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1995 10-K).

   (a)(vii) Amendment No. 7, dated as of January 18, 1995, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1995 10-K).

   (a)(viii)Amendment No. 8, dated as of February 15, 1995, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1995 10-K).

   (a)(ix)  Amendment No. 9, dated as of May 25, 1995, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1995 10-K).

   (a)(x)   Amendment No. 10, dated as of June 30, 1995, to Restated and
            Amended Credit Agreement dated as of July 27, 1992
            (incorporated by reference to the 1995 10-K).

  (a)(xi)   Amendment No. 11, dated as of September 6, 1995, to Restated and
            Amended Credit Agreement dated as of July 27, 1992.

  (a)(xii)  Amendment No. 12, dated as of January 22, 1996, to Restated and
            Amended Credit Agreement dated as of July 27, 1992.

    (b)     Securities Purchase Agreement dated as of August 15, 1988, by
            and among Registrant, Rex-PT, Inc. ("Rex-PT"), Rex-PT Holdings
            Inc. ("Rex-PT Holdings") and certain Purchasers, including (I)
            as Exhibit 2, Debt Registration Rights Agreement dated as of
            August 15, 1988, by and among Rex-PT and certain Purchasers,
            (ii) as Exhibit 3, Common Stock Registration Rights Agreement
            dated as of August 16, 1988, by and among Rex-PT Holdings and
            certain Purchasers, and (iii) as Exhibit 4,Stockholders'        
     Agreement dated as of August 16, 1988, by and among Registrant,
            Rex-PT Holdings, RHI and certain holders of Rex-PT Holdings
            common stock (incorporated by reference to the August 16, 1988
            8-K).

    (c)     Form of Securities Purchase Agreement among Rex-PT Holdings, 
            Rex-PT, Registrant and Rex-PT Investors Inc. ("Rex-PT
            Investors") (incorporated by reference to Registrant's Current
            Report on Form 8-K dated September 29, 1988 (the "September 29,
            1988 8-K")).

    (d)     Form of Agreement of Merger between Rex-PT Holdings and Rex-PT
            Investors (incorporated by reference to the September 29, 1988
            8-K).

    (e)     Form of Securities Purchase Agreement among Rex-PT Investors,
            Rex-PT Holdings, Rex-PT, Registrant and certain purchasers
            (incorporated by reference to the September 29, 1988 8-K).

    (f)     Form of Stockholders' Agreement among Rex-PT Holdings,
            Registrant, RHI and Rex-PT Investors (incorporated
            by reference to the September 29, 1988 8-K).

    (g)     Form of Voting Trust Agreement among certain holders of Rex-PT
            Holdings common stock (incorporated by reference to the
            September 29, 1988 8-K).

    (h)     Form of Amended and Restated Common Stock Registration Rights
            Agreement among Rex-PT Holdings and certain purchasers
            (incorporated by reference to the September 29, 1988 8-K).

    (i)     Form of Common Stock Registration Rights Agreement between 
            Rex-PT Holdings and Rex-PT Investors (incorporated by reference
            to the September 29, 1988 8-K).

    (j)     Form of Common Stock Registration Rights Agreement between 
            Rex-PT Holdings and RHI (incorporated by reference to the
            September 29, 1988 8-K).

    (k)     Form of Registration Rights Agreement among Rex-PT Holdings,
            RHI and Rex-PT Investors (incorporated by reference to the
            September 29, 1988 8-K).

    (l)     Form of Registration Rights Agreement among Rex-PT Holdings,
            RHI and certain purchasers (incorporated by reference to the
            September 29, 1988 8-K).

    (m)     Form of Amended and Restated Stockholders' Agreement among 
            Rex-PT Holdings, Registrant, RHI and certain investors
            (incorporated by reference to the 1988 10-K).

    (n)     Share Purchase Agreement dated October 4, 1988, by and between
            RHI, Registrant, ChemRex Inc. and SKY Alloys, Inc., ABM
            Investments Ltd., SKW Bauchemie GmbH and SKW Trostberg AG
            (incorporated by reference to Registrant's Current Report on
            Form 8-K dated November 15, 1988 (the "November 15, 1988 8-K)).

    (o)     Asset Purchase Agreement dated November 15, 1988, by and among
            RHI, ChemRex Inc. and J.W. Brett, Inc. (incorporated by reference
            to the November 15, 1988 8-K).

    (p)     Asset Purchase Agreement dated as of December 16, 1988, between
            RHI and Ilium Industries, Inc. (the "Ilium Agreement"); Amendment
            to the Ilium Agreement dated as of February 21, 1989; and Second
            Amendment to the Ilium Agreement dated as of March 15, 1989)
            (incorporated by reference to Registrant's Current Report on Form
            8-K dated March 17, 1989).

    (q)     Agreement and Plan of Merger dated as of May 7, 1989, among
            Registrant, Specialty Fastener Holdings, Inc. and Fairchild, and
            Amendment thereto dated May 12, 1989 (incorporated by reference
            to Registrant's Current Report on Form 8-K dated June 19, 1989).

    (r)     Assets Purchase Agreement dated May 31, 1989, among Matra S.A.,
            AERO Acquisition Corp., Registrant and Fairchild Acquisition
            Corp. ("FAC") (incorporated by reference to Exhibit (a)(10) to
            Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 and
            Schedule 13D of Registrant and FAC, dated May 31, 1989).

    (s)     Share Purchase Agreement dated as of October 31, 1990, among
            Registrant, Banner Investments, Inc., North West Water Inc. and
            North West Water Group PLC (the "Envirex Agreement")
            (incorporated by reference to Form 8-K dated November 30, 1990).

    (t)     Amendments 1 - 6 to the Envirex Agreement (incorporated by
            reference to 1991 10-K).

    (u)     Stock Purchase Agreement dated as of November 13, 1990, by and
            between Registrant, Thompson Holding Company, Inc., Thompson
            Aircraft Tire Corporation, a Delaware corporation, Thompson
            Aircraft Tire Corporation, a Florida corporation and Bridgestone
            Corporation (incorporated by reference to Form 8-K dated January
            18, 1991).

    (v)     Option Sale Agreement dated December 26, 1990 by and between
            RHI and Zaria, Inc. (incorporated by reference to 1991 10-K).

    (w)     Stock Purchase Agreement dated as of June 28, 1991 by and
            between Sovereign Air Limited and S.A. Holdings, Inc.
            (incorporated by reference to 1991 10-K).

    (x)     Agreement dated as of June 28, 1991 between  Banner
            Investments, Inc. and RHI (incorporated by reference to 1991
            10-K).

    (y)     Agreement dated November 8, 1990, by and among Registrant and
            Columbia Savings and Loan (incorporated by reference to 1991
            10-K).

    (z)     Escrow and Amendment to Purchase Agreement as entered on 
            January 24, 1991 among Registrant, Columbia Savings and Loan and
            Citibank, N.A. (incorporated by reference to 1991 10-K).

    (a)(a)  Stock Purchase Agreement dated as of February 7, 1992 among
            Registrant, Thompson Aircraft Tire Corporation and Aero Tires
            & Brakes, Inc. (incorporated by reference to 1993 10-K).

    (a)(b)  Exchange and Standstill Agreement dated June 19, 1992 by and
            among Registrant, RHI and Rex-PT Holdings, Inc. (incorporated by
            reference to 1992 10-K).

    (a)(c)  Registration Rights Agreement dated July 9, 1992 between
            Rexnord Corporation and RHI (incorporated by reference 1993
            10-K).

    (a)(d)  Allocation Agreement dated April 13, 1992 by and among The
            Fairchild Corporation, RHI,  Rex-PT Holdings, Rexnord
            Corporation, Rexnord Puerto Rico, Inc. and Rexnord Canada
            Limited (incorporated by reference to 1992 10-K).

    (a)(e)  Trademark Purchase Agreement dated April 13, 1992 by and 
            between Rexnord Corporation and RHI (incorporated by reference to
            1992 10-K).

    (a)(f)  Deferred Compensation Agreement between Registrant and Samuel J.
            Krasney dated July 14, 1972, as amended November 17, 1978,
            September 3, 1985 (the "Krasney Deferred Compensation Agreement")
            (incorporated by reference to Registrant's Annual Report on Form
            10-K for the fiscal year ended June 30, 1985).

    (a)(g)  Amendment to the Krasney Deferred Compensation Agreement dated
            September 6, 1990 (incorporated by reference to 1991 10-K).

    (a)(h)  Incentive Compensation Bonus Arrangement (description
            incorporated by reference to Registrant's Proxy Statement dated
            October 26, 1988).

    (a)(i)  Amended and Restated Employment Agreement between Registrant 
            and Samuel J. Krasney dated April 24, 1990 (incorporated by
            reference to the 1990 10-K).

    (a)(j)  Letter Agreements dated August 4, 1993 among Samuel J. Krasney,
            The Fairchild Corporation and Jeffrey J. Steiner (incorporated
            by reference to 1993 10-K).

    (a)(k)  Amendment to the Krasney Option dated October 18, 1985
            (incorporated by reference to the 1989 10-K).

    (a)(l)  Second Amendment to the Krasney Option dated April 30, 1986
            (incorporated by reference to Registrant's Annual Report on Form
            10-K for the fiscal year ended June 30, 1986).

    (a)(m)  Amended and Restated 1986 Deferred Performance Incentive Plan 
            of Banner Industries, Inc. (the "Deferred Incentive Plan")
            (incorporated by reference to the 1988 10-K).

    (a)(n)  1988 U.K. Stock Option Plan of Banner Industries, Inc.
            (incorporated by reference to the 1988 10-K).

    (a)(o)  Description of grants of stock options to non-employee 
            directors of Registrant (incorporated by reference to the 1988
            10-K).

    (a)(p)  Amended and Restated Employment Agreement between Registrant 
            and Jeffrey J. Steiner dated September 10, 1992 (incorporated
            by reference to 1993 10-K).

    (a)(q)  Agreement dated as of November 8, 1988 between Samuel J. 
            Krasney and Registrant, and Amendment No. 1 thereto dated as of
            January 23, 1989, regarding exercise of performance incentive
            units granted under the Deferred Incentive Plan (incorporated by
            reference to the 1989 10-K).

    (a)(r)  Agreement dated as of November 8, 1988 between Jeffrey J. 
            Steiner and Registrant, and Amendment No. 1 thereto dated as of
            January 23, 1989, regarding exercise of performance incentive
            units granted under the Deferred Incentive Plan (incorporated by
            reference to the 1989 10-K).

    (a)(s)  Letter Agreement dated October 23, 1991 between Registrant and
            Eric I. Steiner (incorporated by reference to 1992 10-K).

    (a)(t)  Letter Agreement dated October 23, 1991 between Registrant and
            John D. Jackson (incorporated by reference to 1992 10-K).

    (a)(u)  Letter Agreement dated October 23, 1991 between Registrant and
            Michael T. Alcox (incorporated by reference to 1992 10-K).

    (a)(v)  Letter Agreement dated October 23, 1991 between Registrant and
            Donald E. Miller (incorporated by reference to 1992 10-K).

    (a)(w)  Letter Agreement dated October 23, 1991 between Registrant and
            John L. Flynn (incorporated by reference to 1992 10-K).

    (a)(x)  Letter Agreement dated April 8, 1993 between Registrant and
            Thomas Flaherty (incorporated by reference to 1993 10-K).

    (a)(y)  Purchase Agreement by and between BTR Dunlop Holdings, Inc.,
            RHI Holdings, Inc., and Registrant, dated as of December 2,
            1993 (incorporated by reference to Registrant's current
            report on Form 8-K dated December 23, 1993.

    (a)(z)  Letter Agreement dated October 21, 1994, as amended December
            21, 1994, between Registrant and Eric I. Steiner
            (incorporated by reference to the 1995 10-K).

    (b)(a)  Letter Agreement dated October 21, 1994, as amended December
            21, 1994, between Registrant and Michael T. Alcox
            (incorporated by reference to the 1995 10-K).

    (b)(b)  Letter Agreement dated October 21, 1994, as amended December
            21, 1994, between Registrant and Donald E. Miller
            (incorporated by reference to the 1995 10-K).

    (b)(c)  Letter Agreement dated October 21, 1994, as amended December
            21, 1994, between Registrant and John L Flynn
            (incorporated by reference to the 1995 10-K).

    (b)(d)  Letter Agreement dated October 21, 1994, as amended December
            21, 1994, between Registrant and Jerry Lirette
            (incorporated by reference to the 1995 10-K).

    (b)(e)  Letter Agreement dated October 21, 1994, as amended December
            21, 1994, between Registrant and Mel D. Borer
            (incorporated by reference to the 1995 10-K).

    (b)(f)  Letter Agreement dated October 21, 1994, as amended December
            21, 1994, between Registrant and Thomas J. Flaherty
            (incorporated by reference to the 1995 10-K).

    (b)(g)  Agreement and Plan of Merger dated as of November 9, 1995 by and
            among The Fairchild Corporation, RHI, FII and Shared
            Technologies, Inc. ("STI Merger Agreement") (incorporated by
            reference from the Registrant's Form 8-K dated as of November 9,
            1995).

 (b)(g)(i)  Amendment No. 1 to STI Merger Agreement dated as of February 2,
            1996 (incorporated by reference from the Registrant's Form 8-K
            dated as of March 13, 1996).
<PAGE>
(b)(g)(ii)  Amendment No. 2 to STI Merger Agreement dated as of February
            23, 1996 (incorporated by reference from the Registrant's Form
            8-K dated as of March 13, 1996).


(b)(g)(iii) Amendment No. 3 to STI Merger Agreement dated as of March 1,
            1996 (incorporated by reference from the Registrant's Form 8-K
            dated as of March 13, 1996).

    (b)(h)  Asset Purchase Agreement dated as of January 23, 1996, between
            The Fairchild Corporation, RHI and Cincinnati Milacron, Inc.
            (incorporated by reference from the Registrant's Form 8-K dated
            as of January 26, 1996).

    (b)(i)  Credit Agreement dated as of March 13, 1996, among Fairchild
            Holding Corporation ("FHC"), Citicorp USA, Inc. and certain
            financial institutions.

    (b)(j)  Restated and Amended Credit Agreement dated as of May 27, 1996,
            (the "RHI Credit Agreement"), among RHI, Citicorp USA, Inc. and
            certain financial institutions.

 (b)(j)(i)  Amendment No. 1 dated as of July 29, 1996, to the RHI Credit
            Agreement dated as of May 27, 1996.

    (b)(k)  Restated and Amended Credit Agreement dated as of July 26, 1996,
            (the "FHC Credit Agreement"), among FHC, Citicorp USA, Inc. and
            certain financial institutions.

    (b)(l)  1986 Non-Qualified and Incentive Stock Option Plan (incorporated
            by reference to Registrant's Proxy Statement dated November 15,
            1990).

    (b)(m)  Stock Exchange Agreement between The Fairchild Corporation and  
            Banner Aerospace, Inc. pursuant to which the Registrant exchanged
            Harco, Inc. for shares of Banner Aerospace, Inc. (incorporated
            by reference to the Banner Aerospace, Inc. Definitive Proxy
            Statement dated and filed with the SEC on February 23, 1996
            with respect to the Special Meeting of Shareholders of
            Banner Aerospace, Inc. held on March 12, 1996).

   *(b)(n)  Employment Agreement between RHI Holdings, Inc., and Jacques
            Moskovic, dated as of December 29, 1994.

*(b)(n)(i)  Employment Agreement between Fairchild France, Inc., and Jacques
            Moskovic, dated as of December 29, 1994.

 11         Computation of earnings per share (found at Note to 
            Registrant's Consolidated Financial Statements for the fiscal
            year ended June 30, 1994).

 21         List of subsidiaries of Registrant.

 23         Consent of Arthur Andersen LLP, independent public
            accountants.
 27         Financial Data Schedules

 99(a)      Registrant's press release, dated December 23, 1993
            (incorporated by reference to Registrants Form 8-K dated
            December 23, 1993).

 99(b)      Financial statements, related notes thereto and Auditors'
             Report of Banner Aerospace, Inc. for the fiscal year ended March
            31, 1996 (incorporated by reference to the Banner Aerospace,
            Inc. Form 10-K for fiscal year ended March 31, 1996).

 99(c)      Financial statements, related notes thereto and Auditors'
            Report of Shared Technologies Fairchild Inc. for the fiscal     
            year ended December 31, 1996 (incorporated by reference to the
            Shared Technologies Fairchild Inc. Form 10-K for fiscal year
            ended December 31, 1996).

*Filed herewith.

<PAGE>
                                SIGNATURES
                                ----------

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                    THE FAIRCHILD CORPORATION



                    By:  Colin M. Cohen
                         Senior Vice President and
                         Chief Financial Officer



Date: May 13, 1997
<PAGE>