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              Amendment Dated as of May 21, 1999 To
           Non-Employee Director Stock Option Plans of
                    The Fairchild Corporation


The Fairchild Corporation (the "Corporation") has entered into
various stock option plans for its non-employee directors (the
"NED Plans").

Each NED Plan is hereby amended to add the following provisions:

 DEFERRAL OF COMPENSATION

1.   Defined Terms.

          1.1   "Award" means an award of stock options to a Non-
          Employee Director under the Corporation's NED Plans.

          1.2   "Committee"  means the full  Board  of  Directors
          (excluding the participation of Non-Employee Directors)
          or  a  committee of three of more Directors  (excluding
          Non-Employee Directors).

     1.3  "Deferral Date" means, in connection with any  Deferred
          Compensation  Unit,  the date  on  which  any  deferred
          compensation with respect thereto would have been  paid
          if no deferral election had been made.

     1.4  "Deferred  Compensation Plan" means  the  Corporation's
          Stock  Option Deferral Plan dated February 9, 1998  (as
          amended  from time to time).   Generally, participation
          in  the Deferred Compensation Plan shall be limited  to
          Executive   Officers  and  Directors  who  are   deemed
          "Accredited   Investors"  for   purposes   of   Federal
          Securities Laws.

     1.5  "Deferred Compensation Units" means the right of a Non-
          Employee  Director to receive distributions of deferred
          compensation pursuant to the Deferred Compensation Plan
          in  the  form of Shares, determined in accordance  with
          the  terms of the Deferred Compensation Plan  and  this
          Amendment  to  the  NED Plans, and based  on  the  Fair
          Market Value of Shares on the Deferral Date.

     1.6  "Dividend  Equivalents"  means  the  right  of  a  Non-
          Employee Director to receive Shares equal to:

          (i)  the per Share cash dividends declared by the
               Corporation from time to time,

          (ii)  multiplied by the number of Deferred Compensation
          Units credited to the account of the Non-Employee
          Director as of each applicable dividend record date,

          (iii)  divided by the Fair Market Value on the related
               dividend payment date.

     1.7  "Fair   Market  Value"  means  with  respect   to   the
          Corporation's Shares the closing price of the Shares as
          of  the date on which the value is to be determined, as
          reported on the New York Stock Exchange Composite  Tape
          or  such other source of quotation for, or reports  of,
          trading  activity in Shares as the Committee  may  from
          time to time select.

     1.8  "NED Plans" means all of the Corporation's stock option
          plans  for Non-Employee Directors, including individual
          stock option awards to Non-Employee Directors.

     1.9  "Non-Employee Director" means any director of the
          Corporation who is not also an employee or executive
          officer of the Corporation or any of its subsidiaries.

     1.10 "Shares"  means  shares  of the Corporation's  Class  A
          Common Stock.


2.   Deferred Compensation Units

     2.1  Granting of Deferred Compensation Units:  To the extent
          elected  by any Non-Employee Director and permitted  by
          the Deferred Compensation Plan, the Committee may award
          Deferred   Compensation  Units  to   any   Non-Employee
          Director in lieu of all or any portion of the gain that
          would  otherwise  be  recognized by  such  Non-Employee
          Director upon exercise of a stock option.  All Deferred
          Compensation  Units shall be subject to  the  terms  of
          this  Amendment  to  the  NED Plans  and  the  Deferred
          Compensation Plan.

     2.2  Effect  of  Grants:  The number of Shares distributable
          to  Non-Employee  Directors pursuant to  each  Deferred
          Compensation Unit shall be charged against the  maximum
          number  of  Shares of Common Stock that may  be  issued
          under  the NED Plans at any time.  The number of Shares
          distributable  to  Non-Employee Directors  pursuant  to
          Dividend  Equivalents shall not be charged against  the
          number of Shares issuable under the NED Plans.

     2.3  Accounting; Fractional Units:

     (a)  The  number of Deferred Compensation Units credited  to
          the  account  of  any Non-Employee  Director  shall  be
          rounded  to the nearest one-thousandth of a  Unit.  The
          account  to  which  Deferred  Compensation  Units   are
          credited  shall be an unsecured general  obligation  of
          the  Corporation. The Corporation will maintain records
          of  the  number of Deferred Compensation Units for  the
          account  of  each Non-Employee Director,  in  part,  to
          prevent an issuance of shares of Common Stock in excess
          of the authorized shares.

     (b)  Notwithstanding paragraph (a) above, upon  distribution
          of  any  Shares  represented by  Deferred  Compensation
          Units,  the number of shares shall be rounded  downward
          to  the  nearest  whole share and no fractional  shares
          shall  be issued. Fractional Units remaining after  the
          final  distribution to any Non-Employee Director  shall
          be  cancelled  without obligation to  the  Non-Employee
          Director.

     2.4  Exercise of Rights Under Awards:

     Shares  used  to pay the purchase price on the  exercise  of
     Awards subject to the Deferred Compensation Plan, shall have
     been  held by the Non-Employee Director for a period of  not
     less  than  six  months (or such longer  period  as  may  be
     required under the terms of the Award).

Except as amended hereby, the NED Plans shall remain in full
force and effect.

This Amendment to the NED Plans is effective as of May 21, 1999.