On February 12, 1999, the Board of Directors of The Fairchild
Corporation adopted resolutions amending and restating in their
entirety the provisions of the Corporation's Bylaws relative to
the Audit Committee as set forth below:
                          REVISIONS TO
             ARTICLE III, SECTIONS 11 THROUGH 13 OF
               THE AMENDED AND RESTATED BYLAWS OF
                    THE FAIRCHILD CORPORATION

    (UPDATING THE PROVISIONS RELATING TO THE AUDIT COMMITTEE)


                           ARTICLE III
                            Directors

                          *  *  *  *  *

                         Audit Committee

     Section 11.  General.

      (a)   Membership.   The corporation  shall  have  an  audit
committee  (the  "Audit Committee") comprised of at  least  three
members of the corporation's board of directors.  Each member  of
the  Audit  Committee shall be independent of  the  corporation's
management  and  shall be free from any relationship  that  would
interfere  with  the  exercise  of judgment  independent  of  the
corporation's management.

      (b)  Purpose.  The purpose of the Audit Committee shall  be
to assist the corporation's board of directors in discharging its
responsibilities  with respect to (1) the corporation's  internal
accounting, auditing and financial reporting controls,  policies,
procedures and practices (collectively, "Internal Controls"), and
(2) the corporation's independent public accountants.

      (c)  Appointment and Term.  The Chairman and each member of
the Audit Committee shall be appointed by the corporation's board
of  directors  to  serve  a  term of  one  year  or  until  their
successors have been duly appointed and assume office.

      (d)  Committee Meetings.  The Audit Committee shall hold at
least  four  regular  meetings each  year,  and  such  additional
meetings  as  the Chairman or a majority of the  members  of  the
Audit  Committee  may  deem necessary or  advisable.   The  Audit
Committee  may  require  the presence and  participation  of  any
officer   or  employee  of  the  corporation,  the  corporation's
internal  auditors,  or  the  corporation's  independent   public
accountants at any meeting of the Audit Committee.

     (e)  Minutes.  The Audit Committee shall prepare and approve
minutes  of its meetings, and such minutes shall be submitted  to
the  corporation's  board of directors  for  review  and  to  the
corporation's Secretary for inclusion in the corporation's minute
books.

     (f)  Reports of Actions.  The Audit Committee shall promptly
report  all  actions it has taken to the corporation's  board  of
directors for ratification.

     Section 12.    Responsibilities of the Audit Committee.

      (a)   Internal Controls.  The Audit Committee shall  review
the  actions taken by the corporation's management to ensure that
the  corporation adopts, maintains and adheres  to  a  system  of
Internal  Controls that provides reasonable assurances  that  (1)
all  transactions of the corporation are properly authorized  and
are  reflected  in the books and records of the corporation,  (2)
the  risk  of  financial  misconduct is minimized  and  any  such
misconduct is promptly detected and reported, (3) the corporation
is  able  to  prepare and publish financial statements  that  are
fairly presented, have been prepared in accordance with generally
accepted  accounting principles, and comply with  all  applicable
requirements,  and (4) the internal and external  audits  of  the
corporation   are  adequate  and  comply  with   all   applicable
requirements.   The  Audit  Committee  shall  review   with   the
corporation's  Chief  Financial Officer  and  independent  public
accountants  at least annually the adequacy and effectiveness  of
the corporation's Internal Controls.

     (b)  Financial Statements.  The Audit Committee shall review
the   corporation's  published  financial  statements,  including
without  limitation  (1)  any  unusual  or  non-recurring   items
therein, (2) the accounting principles applied therein,  (3)  any
changes  in  previously applied accounting  principles,  and  (4)
management's   report   accompanying  the  corporation's   annual
financial statements included in the corporation's Annual  Report
to Shareholders.

      (c)  Internal Audit.  The Audit Committee shall review  (1)
the  corporation's internal audit plans with management  and  the
corporation's independent public accountants (which review  shall
be  conducted  at least annually), (2) management's  appointment,
replacement,  reassignment  or  dismissal  of  the  corporation's
internal  auditors,  (3) the progress and  key  findings  of  the
corporation's internal audits, (4) the compensation paid  by  the
corporation  to  its internal auditors for all services  rendered
(which  review  shall be conducted at least  annually),  (5)  all
reports,  criticisms, problems, issues, recommendations or  other
matters   submitted  or  raised  by  the  corporation's  internal
auditors, and management's responses, actions and follow-up  with
respect thereto, and (6) all disagreements between management and
the corporation's internal auditors.

      (d)   Independent Public Accountants.  The Audit  Committee
shall  annually  review  (1)  management's  recommendation   with
respect to the selection of the corporation's independent  public
accountants, and provide to the corporation's board of  directors
a recommendation with respect to such selection, (2) the scope of
the   corporation's  annual  examination  and  audit   with   the
corporation's  independent public accountants,  (3)  management's
evaluation  of the independence of the corporation's  independent
public   accountants,  (4)  the  letter  from  the  corporation's
independent public accountants with respect to their independence
from  the corporation's management and their unrestricted  access
to  the  Audit  Committee, (5) the report from the  corporation's
independent public accountants with respect to the services  that
they  have provided to the corporation and other related matters,
(6)  the  compensation paid by the corporation to its independent
public  accountants for all services rendered, (7)  all  reports,
criticisms,  problems, issues, recommendations or  other  matters
submitted  or  raised  by  the corporation's  independent  public
accountants,  and management's responses, actions  and  follow-up
with   respect   thereto,  and  (8)  all  disagreements   between
management and the corporation's independent public accounts.

      (e)   Second  Opinions.  The Audit Committee  shall  review
decisions  by management to obtain second opinions on significant
accounting issues and any actions taken by management in reliance
on such opinions.

      (f)   Meetings.  The Audit Committee shall  meet  at  least
annually  with  (1)  appropriate officers and  employees  of  the
corporation to discuss tax matters affecting the corporation, and
(2)  in-house  counsel  to discuss legal  matters  affecting  the
corporation.

      Section 13.    Independent Public Accountants.  In order to
ensure  that  the  Audit Committee receives all  the  information
necessary  to carry out its responsibilities, the Audit Committee
shall   request,  at  least  annually,  confirmation   from   the
corporation's  independent  public  accountants  that  they  have
informed  the Audit Committee as to (a) the initial selection  of
and   changes  in  significant  accounting  policies  and   their
application,  (b)  the  process  used  in  formulating  sensitive
accounting estimates, (c) adjustments proposed by the auditor but
not recorded by the corporation that could cause future financial
statements  to  be  materially misstated, (d) disagreements  with
management and whether or not satisfactorily resolved, (e)  cases
when  management consulted with other accountants about  auditing
and   accounting   matters,  (f)  difficulties   encountered   in
performing  the  annual  audit, and  (g)  any  other  significant
Internal Control or financial reporting matter.