THE FAIRCHILD CORPORATION
                 DIRECTOR AND OFFICER LOAN PLAN
                      Dated August 12, 1999

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

1.   Objective.

     The objective of the Plan is to provide additional incentive
     to Participants 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 Participants 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   Participants  who  have   made   significant
     contributions to the Company in the past, and  (iv)  further
     identify  the interests of such Participants 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.  Funds for all loans must be exclusively from
          Fairchild Technologies USA, Inc.

     2.8  "Loan Availability Period" means the one-year period in
          which  Loans  will  be  available,  commencing  on  the
          Effective  Date  and ending one year  thereafter.  Such
          period  may be extended or renewed by the Committee  in
          its sole discretion.

     2.9  "Participant" means any non-employee director  and  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  non-employee
     directors   and  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 cause Fairchild Technologies USA, Inc.  to
     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   Fairchild
     Technologies  USA, Inc. and evidenced by a  promissory  note
     (the "Note") in form and substance acceptable to the Company
     and  Fairchild  Technologies USA, Inc.   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 or Fairchild Technologies USA, Inc. 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 service 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 $2,000,000.

8.     Term of Plan.

     This  Plan  will  be  effective  until  December  31,  2004.
     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 August 12, 1999

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