16

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                   _______________________________
                              FORM S-8
                       REGISTRATION STATEMENT
                   UNDER THE SECURITIES ACT OF 1933

                      The Fairchild Corporation
                     _____________________________
        (Exact name of registrant as specified in its charter)

DELAWARE                                34-0728587
_________________________________________________________________
(State or other jurisdiction of         (IRS Employer
incorporation or organization)          Identification No.)

     Suite 400, 45025 Aviation Drive, Dulles, VA  20166-7516
  ____________________________________________________________
             (Address of Principal Executive Offices)

                     1986 NON-QUALIFIED & INCENTIVE
             STOCK-OPTION PLAN OF THE FAIRCHILD CORPORATION
                                
____________________________________________________________
                    (Full title of the Plan)

                     DONALD E. MILLER, ESQ.
                    Executive Vice President,
                  General Counsel and Secretary
                    The Fairchild Corporation
                            Suite 400
                      45025 Aviation Drive
                     Dulles, VA  20166-7516
  ____________________________________________________________
             (Name and address of agent for service)
                                
                 45025 Aviation Drive, Suite 400
                     Dulles, VA  20166-7516
  ____________________________________________________________
  (Telephone number, including area code of agent for service)


       The filing date of this document is January 11 1999



                  CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities     Amount        Offering    Aggregate   Amount of
to be          to be         Price       Offering    Registration
Registered     Registered    Per Share   Price       Fee

Class A
Common Stock,  600,000
par value      shares        $15.375    $9,225,000    $2,721.38
$0.10          (a)            (b)        (c)          (d)

-------------------
(a)  The total number of shares of The Fairchild Corporation (the
     "Company") Class A Common Stock issuable under the 1986 Non-
     Qualified  &  Incentive Stock-Option Plan of  The  Fairchild
     Corporation  ("the  1986 Plan") is 5,141,000.   Registration
     Statements  were  previously filed for 4,541,000  shares  of
     Class  A  Common Stock issuable under the 1986  Plan.   This
     Registration  Statement is for 600,000  shares  of  Class  A
     Common  Stock,  which were approved for issuance  under  the
     1986  Plan  at  the Company's 1998 Annual Meeting  (held  on
     November  19,  1998).   This  Registration  Statement   also
     relates to such indeterminate number of shares of additional
     Class A Common Stock as may be issuable as a result of stock
     splits, stock dividends or similar transactions.

(b)  Represents  the average of the high and low prices  for  The
     Fairchild  Corporation Class A Common Stock, as reported  on
     the  consolidated system of the New York Stock  Exchange  on
     January 7, 1999 (a date five days within the filing date  of
     this Registration Statement).

(c)  This  amount  is computed by multiplying 600,000  (a)  times
     $15.375 (b).

(d)  This amount is determined at the rate of $295 per $1 million
     (.0295%) of the aggregate offering price of $9,600,000 (c).

               CONTENTS OF REGISTRATION STATEMENT
                                
This Registration Statement consists of:
(1)            PART  1:    Information Required  in  the  Section
               10(a)  Prospectus.
(2)            PART 2:   Information Required in the Registration
               Statement.
(3)  PART 3:   Exhibits

  PART 1:  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.
     This Registration Statement filed by The Fairchild Corporation, a
Delaware  corporation (the "Company"), relates to the  1986  Non-
Qualified   &  Incentive  Stock-Option  Plan  of  The   Fairchild
Corporation  (the "1986 Plan").  The total number  of  shares  of
Class A Common Stock issuable under the 1986 Plan is 5,141,000.

     The 1986 Plan was originally adopted as of April 9, 1986, and
amended on September 11, 1997, authorizing (in the aggregate) the
issuance  of  up  to 4,541,000 shares of Class  A  Common  Stock.
Registration Statements for such shares were previously filed  by
the Company.

     The 1986 Plan was amended by the Board on May 7, 1998 (approved
by the Shareholders on November 19, 1998), to increase the number
of shares issuable under the 1986 Plan by 600,000 shares of Class
A  Common  Stock.   This Registration Statement relates  to  such
600,000 shares of Class A Common Stock.

Document(s)  containing the information specified  in  Form  S-8,
Part I, Item 1, will be sent or given to participants in the 1986
Plan  as  specified  by Rule 428(b)(1).  In accordance  with  the
instructions to Form S-8, such documents are not being filed with
the Securities and Exchange Commission.

Item 2.   Registrant   Information  and  Employee   Plan   Annual
          Information.
Participants in the 1986 Plan are entitled to obtain  information
about  the 1986 Plan and about the Company, consistent  with  the
requirements   of   Rule  428(b).   The  Company   shall   advise
participants  of  the 1986 Plan, in writing, of the  address  for
such information.

   PART 2:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The  following documents filed with the Securities  and  Exchange
Commission are incorporated herein by reference:

a.   The Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1998.

b-1  The Company's Quarterly Reports on Form 10-Q for the quarter
     ended September 27, 1998.

b-2  The  Company's Current Report on Form 8-K (announcing merger
     transaction  with  Kaynar  Technologies,  Inc.)   filed   on
     December 30, 1998.

b-3. All  other  reports filed by the Company with the Securities
     and  Exchange  Commission since June 30,  1998  pursuant  to
     Section  13(a)  or 15(d) of the Securities Exchange  Act  of
     1934 (the "Exchange Act").

c.   The  description  of  the Company's  Class  A  Common  Stock
     contained  in  a  Registration Statement on Form  8-A  dated
     October  5,  1987,  filed with the Securities  and  Exchange
     Commission pursuant to Section 12 of the Exchange Act.

All reports and other documents subsequently filed by the Company
pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the  Exchange
Act  (prior  to  the filing of a post-effective  amendment  which
indicates   that   all  securities  offered  pursuant   to   this
Registration  Statement have been sold or which  deregisters  all
securities then remaining unsold) shall be deemed incorporated by
reference in this Registration Statement and to be a part of this
Registration  Statement  from  the  date  of  filling   of   such
documents.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

The  validity  of the shares of Class A Common Stock  covered  by
this  Registration Statement has been passed upon for the Company
by Foley, Hoag & Eliot.

Item 6.   Indemnification of Directors and Officers.

The  Company's By-Laws provide for indemnification, to the extent
permitted by Delaware General Corporation Law Section 145, of the
Company's    directors,    officers,    employees    or    agents
("Representatives")  against expenses reasonably  incurred  by  a
Representative with respect to civil, criminal, administrative or
investigative  actions,  suits or proceedings  related  to  their
functions  as  Company Representatives.  As a condition  to  such
indemnification, the Representative must have acted in good faith
and  in  a manner reasonably believed to be in the best interests
of  the  Company  or  not opposed to the best  interests  of  the
Company.   As  a  condition to such indemnification  in  criminal
actions, the Representative must have had no reasonable cause  to
believe his conduct was unlawful.

With respect to causes of action against a Representative by  the
Company  or by a third party in the name of the Company (such  as
shareholder  derivative suits) (collectively,  "Company  Suits"),
the Company's By-Laws provide that no indemnification may be made
for  a  Company Suit in which a Representative is adjudged to  be
liable  for  negligence or misconduct in the performance  of  his
duties,  unless the Delaware Court of Chancery or  the  Court  in
which  the Company Suit was brought determines that despite  such
adjudication  and in view of all the circumstances of  the  case,
the  Representative  is fairly and reasonably  entitled  to  such
indemnity.

The  Company  has  purchased directors' and  officers'  liability
insurance  covering certain liabilities incurred by the Company's
officers  and  directors in connection with  the  performance  of
their duties.

Item 7.   Exemption for Registration Claimed:  NOT APPLICABLE

Item 8.   Exhibits.

4    Instruments defining the rights of security holders:

     (1)  The Company's Restated Certificate of Incorporation  is
          incorporated herein by reference to Exhibit  C  of  the
          Company's Proxy Statement dated October 27, 1989
     
     (2)  The   Company's  Amended  and  Restated   By-Laws   are
          incorporated herein by reference to Exhibit 3(b) of the
          Company's  Annual Report on Form 10-K  for  the  fiscal
          year ended June 30, 1996.

     (3)  Specimen  of  Class  A  Common  Stock  Certificate   is
          incorporated  herein  by  reference  to  Exhibit   4(i)
          included in the Company's Registration Statement No. 33-
          15359 on Form S-2.
     
     (4)  1986  Non-Qualified  and Incentive  Stock  Option  Plan
          (Amended and Restated as of May 23, 1996), incorporated
          by   reference  to  Exhibit  B  of  Registrant's  Proxy
          Statement dated October 9, 19986.
     
     (5)  Amendment dated as of September 11, 1997, to  the  1986
          Non-Qualified   and   Incentive  Stock   Option   Plan,
          incorporated  by reference to Exhibit A of Registrant's
          Proxy Statement dated October 10, 1997.

5    Opinion re legality

     (1)  Opinion of Foley, Hoag & Eliot.* (* Filed Herewith)

23   Consents of Experts and Counsel

     (1)  Consent  of  Arthur Andersen & Co., independent  public
          accountants* (* Filed Herewith)

     (2)  Consent of Foley, Hoag & Eliot(contained in the opinion
          of counsel filed as Exhibit 5(1) hereto).

24   Power of Attorney

     (1)  Power of Attorney by members of the Company's Board  of
          Directors  regarding  amendments to  this  Registration
          Statement, contained as part of the signatures to  this
          Registration Statement.

Item 9.   Undertakings.

(a)  The Company hereby undertakes:

     (1)  To  file, during any period in which offers or sales of
          the  securities registered hereunder are being made,  a
          post-effective    amendment   to   this    Registration
          Statement:

          (i)   To  include  any prospectus required  by  Section
          10(a)(3) of the Securities Act of 1933 (the "Securities
          Act").

          (ii)  To reflect in the prospectus any facts or  events
          arising  after the effective date of this  Registration
          Statement   (or   the  most  post-effective   amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth in the Registration Statement.

          (iii)To  include any material information with  respect
          to the plan of distribution not previously disclosed in
          this  Registration Statement or any material change  to
          such information in this Registration Statement.

          Provided,   however,  that  paragraphs  (a)(1)(i)   and
          (a)(1)(ii) do not apply if the information required  to
          be  included  in  a post-effective amendment  by  those
          paragraphs  is contained in periodic reports  filed  by
          the Company pursuant to Section 13 or Section 15(d)  of
          the Exchange Act that are incorporated by reference  in
          this Registration Statement.
     
     (2)  That,  for  the  purpose of determining  any  liability
          under  the  Securities  Act, each  such  post-effective
          amendment  shall  be  deemed to be a  new  registration
          statement  relating to the securities  offered  herein,
          and  the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (3)  To  remove  from  registration  by  means  of  a  post-
          effective   amendment  any  of  the  securities   being
          registered  which remain unsold at the  termination  of
          the offering.

(b)  The  undersigned  registrant  hereby  undertakes  that,  for
     purposes  of determining any liability under the  Securities
     Act,  each filing of the registrant's annual report pursuant
     to  Section 13(a) or Section 15(d) of the Exchange Act (and,
     where applicable, each filing of an employee benefits plan's
     annual report pursuant to Section 15(d) of the Exchange Act)
     that  is  incorporated  by  reference  in  the  registration
     statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities  Act may be permitted to directors, officers  and
     controlling  persons  of  the  registrant  pursuant  to  the
     foregoing    provisions   (including   the   indemnification
     provisions   described  in  Item  6  of  this   Registration
     Statement),  or otherwise, the registrant has  been  advised
     that   in   the  opinion  of  the  Securities  and  Exchange
     Commission such indemnification is against public policy  as
     expressed   in   the  Securities  Act  and  is,   therefore,
     unenforceable.    In   the   event   that   a   claim    for
     indemnification  against such liabilities  (other  than  the
     payment by the registrant of expenses incurred or paid by  a
     director, officer or controlling person of the registrant in
     the successful defense of any action, suit or proceeding) is
     asserted by such director, officer or controlling person  in
     connection   with  the  securities  being  registered,   the
     registrant  will, unless in the opinion of its  counsel  the
     matter has been settled by controlling precedent, submit  to
     a  court  of  appropriate jurisdiction the question  whether
     such  indemnification  by  it is against  public  policy  as
     expressed in the Securities Act and will be governed by  the
     final adjudication of such issue.
                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Dulles, Commonwealth of Virginia, on January 11, 1998.

The Fairchild Corporation


By: ________/s/_______________
     Colin M. Cohen,
     Senior Vice President and Chief Financial Officer

                       POWER OF ATTORNEY

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Colin M. Cohen and  Donald
E.  Miller,  or either of them, his true and lawful  attorney-in-
fact   and   agent,   with  full  power   of   substitution   and
resubstituion, for him and in his name, place and stead,  in  any
and  all  capacities,  to  sign any and all  amendments  to  this
Registration  Statement and to file the same, with  all  exhibits
thereof,  and other documents in connection therewith,  with  the
Securities and Exchange Commission, granting unto said  attorney-
in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about  the premises, as fully to all intents and purposes  as  he
might or could do in person, hereby ratifying and confirming  all
that  said  attorney-in-fact, agent,  or  their  substitutes  may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1993,  this
Registration  Statement has been signed by the following  persons
in the capacities indicated on January 11, 1998.

Signature                Title

_______/s/___________    Chairman of the Board and
Jeffrey J. Steiner       Chief Executive Officer
                         (Principal Executive Officer)


_________/s/___________  Director
Colin M. Cohen           Senior Vice President,
                         Chief Financial Officer and Controller
                         (Principal Financial Officer)


________/s/__________    Director
Michael T. Alcox


____/no signature/ _____ Director
Melville R. Barlow


____/no signature/ _____ Director
Mortimer M. Caplin


________/s/__________    Director
Phillip David


________/s/__________    Director
Robert E. Edwards


________/s/__________    Director
Harold J. Harris


____/no signature/ _____ Director
Daniel Lebard


________/s/__________    Director
Jacques S. Moskovic


________/s/__________    Director
Herbert S. Richey


________/s/__________    Director
Moshe Sanbar


____/no signature/ _____ Director
Robert A. Sharpe, II


________/s/__________    Director
Eric I. Steiner
                       PART III:  EXHIBITS

                          EXHIBIT INDEX

Exhibit No.                                               Page

4(1)           The Company's Restated Certificate
                  of    Incorporation(and   amendments   thereto)
          Footnote 1

4(2)      The Company's Amended and Restated By-Laws   Footnote 2

4(3)           Specimen of Definitive
          Class A Common Stock Certificate             Footnote 3

4(4)      1986 Non-Qualified and Incentive
          Stock Option Plan
          (Amended and Restated as of
          February 9, 1998)   Footnote 4

4(5)      Amendment dated as of May 7, 1998
          to the 1986 Non-Qualified and Incentive
          Stock Option Plan                            Footnote 5

5(1)           Opinion of Foley, Hoag & Eliot.                 14

23(1)     Consent of Arthur Andersen & Co.                16

23(2)     Consent Foley, Hoag & Eliot                  Footnote 6

24(1)     Power of Attorney                            Footnote 7
----------------------
Footnotes

1.              Incorporated  by reference to Exhibit  C  of  the
          Company's Proxy Statement dated October 27, 1989.

2.              Incorporated by reference to Exhibit 3(b) of  the
          Company's  Annual Report on Form 10-K  for  the  fiscal
          year ended June 30, 1996.

3.             Incorporated by reference to Exhibit 4(i) included
          in the Company's Registration Statement No. 33-15359 on
          Form S-2.

4.               Incorporated  by  reference  to  Exhibit  B   of
          Registrant's Proxy Statement dated October 9, 1998.

5.               Incorporated  by  reference  to  Exhibit  A   of
          Registrant's Proxy Statement dated October 9, 1998.

6.             Included in Exhibit (5)1.

7.              Contained  as  part  of the  signatures  to  this
          Registration Statement.
Exhibit 5(1)

Opinion of Foley, Hoag & Eliot LLP

January 11, 1999

The Fairchild Corporation
45025 Aviation Drive, Suite 400
Dulles, VA  20166-7516

Re:  The Fairchild Corporation

Ladies and Gentlemen:

We  are familiar with the Registration Statement on Form S-8 (the
"S-8 Registration Statement") filed today with the Securities and
Exchange  Commission  by  The Fairchild Corporation,  a  Delaware
corporation  (the "Company"), relating to 600,000 shares  of  the
Company's  Class A Common Stock, $0.10 par value  (the  "Class  A
Common  Stock")  issuable pursuant to the  1986  Non-Qualified  &
Incentive Stock Option Plan, amended and restated as of  February
9,  1998  (the  "Plan").  Such 600,000 shares of Class  A  Common
Stock were made available for issuance under the Plan pursuant to
an  Amendment  to  the Plan dated as of May 7,  1998  (the  "1998
Amendment"),  which increased the number of  shares  of  Class  A
Common  Stock  issuable under the Plan from 4,541,000  shares  to
5,141,000 shares.

We  are  familiar  with  the Company's  Restated  Certificate  of
Incorporation and its Amended and Restated By-Laws.  We are  also
familiar  with  the records of all meetings and consents  of  its
Board  of  Directors  and  of its stockholders  relating  to  the
approval  of  the  1998 Amendment and the authorization  for  the
filing  of the S-8 Registration Statement.  We have examined  and
relied upon a Certificate of the Secretary of the Company of even
date  herewith and such other records and documents as we  deemed
necessary or appropriate for purposes of rendering this opinion.

Based  upon  the foregoing, we are of the opinion  that  (a)  the
Company  has  corporate power adequate for the  issuance  in  the
manner set forth in the S-8 Registration Statement of the 600,000
shares  of its Class A Common Stock to be issued pursuant to  the
Plan and offered pursuant to the S-8 Registration Statement,  (b)
the Company has taken all necessary corporate action required  to
authorize the issuance under the Plan of such 600,000 shares  and
(c)  upon the issuance of such shares pursuant to the Plan,  such
shares  will be validly and legally issued, fully paid  and  non-
assessable.

We hereby consent to the filing of this opinion as part of the S-
8 Registration Statement.

Very truly yours,

FOLEY, HOAG & ELIOT LLP

1747 Pennsylvania Avenue, N.W., Suite 1200
Washington, DC  20006
Exhibit 23(1)
  
  Consent of Independent Public Accountants
  
  As  independent public accountants, we hereby consent to the
  use  of  our reports included in this registration statement
  of  our  report  dated September 22, 1998  included  in  The
  Fairchild Corporation's Form 10K for the year ended June 30,
  1998,  and  to all references to our Firm included  in  this
  Form S-8 registration statement to register 600,000 Class  A
  Shares of Common Stock Issuable Under the 1986 Non-Qualified
  & Incentive Stock Option Plan of The Fairchild Corporation.
  
  ARTHUR ANDERSEN LLP
  
  Washington, D.C.
  January 6, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23399}]
{"company-data": {"conformed-name": "FAIRCHILD CORP", "cik": "0000009779", "assigned-sic": "3452", "irs-number": "340728587", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70387", "film-number": "99504090"}, "business-address": {"street1": "45025 AVIATION DR", "street2": "STE 400", "city": "DULLES", "state": "VA", "zip": "20166", "phone": "7034785800"}, "mail-address": {"street1": "45025 AVIATION DRIVE", "street2": "SUITE 400", "city": "DULLES", "state": "VA", "zip": "20166"}, "former-company": {"former-conformed-name": "BANNER INDUSTRIES INC /DE/", "date-changed": "19901118"}}
16

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                   _______________________________
                              FORM S-8
                       REGISTRATION STATEMENT
                   UNDER THE SECURITIES ACT OF 1933

                      The Fairchild Corporation
                     _____________________________
        (Exact name of registrant as specified in its charter)

DELAWARE                                34-0728587
_________________________________________________________________
(State or other jurisdiction of         (IRS Employer
incorporation or organization)          Identification No.)

     Suite 400, 45025 Aviation Drive, Dulles, VA  20166-7516
  ____________________________________________________________
             (Address of Principal Executive Offices)

                     1986 NON-QUALIFIED & INCENTIVE
             STOCK-OPTION PLAN OF THE FAIRCHILD CORPORATION
                                
____________________________________________________________
                    (Full title of the Plan)

                     DONALD E. MILLER, ESQ.
                    Executive Vice President,
                  General Counsel and Secretary
                    The Fairchild Corporation
                            Suite 400
                      45025 Aviation Drive
                     Dulles, VA  20166-7516
  ____________________________________________________________
             (Name and address of agent for service)
                                
                 45025 Aviation Drive, Suite 400
                     Dulles, VA  20166-7516
  ____________________________________________________________
  (Telephone number, including area code of agent for service)

       The filing date of this document is January 11 1999

                  CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
                             Proposed    Proposed
Title of                     Maximum     Maximum
Securities     Amount        Offering    Aggregate   Amount of
to be          to be         Price       Offering    Registration
Registered     Registered    Per Share   Price       Fee

Class A
Common Stock,  600,000
par value      shares        $15.375    $9,225,000    $2,721.38
$0.10          (a)            (b)        (c)          (d)

-------------------
(a)  The total number of shares of The Fairchild Corporation (the
     "Company") Class A Common Stock issuable under the 1986 Non-
     Qualified  &  Incentive Stock-Option Plan of  The  Fairchild
     Corporation  ("the  1986 Plan") is 5,141,000.   Registration
     Statements  were  previously filed for 4,541,000  shares  of
     Class  A  Common Stock issuable under the 1986  Plan.   This
     Registration  Statement is for 600,000  shares  of  Class  A
     Common  Stock,  which were approved for issuance  under  the
     1986  Plan  at  the Company's 1998 Annual Meeting  (held  on
     November  19,  1998).   This  Registration  Statement   also
     relates to such indeterminate number of shares of additional
     Class A Common Stock as may be issuable as a result of stock
     splits, stock dividends or similar transactions.

(b)  Represents  the average of the high and low prices  for  The
     Fairchild  Corporation Class A Common Stock, as reported  on
     the  consolidated system of the New York Stock  Exchange  on
     January 7, 1999 (a date five days within the filing date  of
     this Registration Statement).

(c)  This  amount  is computed by multiplying 600,000  (a)  times
     $15.375 (b).

(d)  This amount is determined at the rate of $295 per $1 million
     (.0295%) of the aggregate offering price of $9,600,000 (c).

               CONTENTS OF REGISTRATION STATEMENT
                                
This Registration Statement consists of:
(1)            PART  1:    Information Required  in  the  Section
               10(a)  Prospectus.
(2)            PART 2:   Information Required in the Registration
               Statement.
(3)  PART 3:   Exhibits

  PART 1:  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.
     This Registration Statement filed by The Fairchild Corporation, a
Delaware  corporation (the "Company"), relates to the  1986  Non-
Qualified   &  Incentive  Stock-Option  Plan  of  The   Fairchild
Corporation  (the "1986 Plan").  The total number  of  shares  of
Class A Common Stock issuable under the 1986 Plan is 5,141,000.

     The 1986 Plan was originally adopted as of April 9, 1986, and
amended on September 11, 1997, authorizing (in the aggregate) the
issuance  of  up  to 4,541,000 shares of Class  A  Common  Stock.
Registration Statements for such shares were previously filed  by
the Company.

     The 1986 Plan was amended by the Board on May 7, 1998 (approved
by the Shareholders on November 19, 1998), to increase the number
of shares issuable under the 1986 Plan by 600,000 shares of Class
A  Common  Stock.   This Registration Statement relates  to  such
600,000 shares of Class A Common Stock.

Document(s)  containing the information specified  in  Form  S-8,
Part I, Item 1, will be sent or given to participants in the 1986
Plan  as  specified  by Rule 428(b)(1).  In accordance  with  the
instructions to Form S-8, such documents are not being filed with
the Securities and Exchange Commission.

Item 2.   Registrant   Information  and  Employee   Plan   Annual
          Information.
Participants in the 1986 Plan are entitled to obtain  information
about  the 1986 Plan and about the Company, consistent  with  the
requirements   of   Rule  428(b).   The  Company   shall   advise
participants  of  the 1986 Plan, in writing, of the  address  for
such information.

   PART 2:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The  following documents filed with the Securities  and  Exchange
Commission are incorporated herein by reference:

a.   The Company's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1998.

b-1  The Company's Quarterly Reports on Form 10-Q for the quarter
     ended September 27, 1998.

b-2  The  Company's Current Report on Form 8-K (announcing merger
     transaction  with  Kaynar  Technologies,  Inc.)   filed   on
     December 30, 1998.

b-3. All  other  reports filed by the Company with the Securities
     and  Exchange  Commission since June 30,  1998  pursuant  to
     Section  13(a)  or 15(d) of the Securities Exchange  Act  of
     1934 (the "Exchange Act").

c.   The  description  of  the Company's  Class  A  Common  Stock
     contained  in  a  Registration Statement on Form  8-A  dated
     October  5,  1987,  filed with the Securities  and  Exchange
     Commission pursuant to Section 12 of the Exchange Act.

All reports and other documents subsequently filed by the Company
pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the  Exchange
Act  (prior  to  the filing of a post-effective  amendment  which
indicates   that   all  securities  offered  pursuant   to   this
Registration  Statement have been sold or which  deregisters  all
securities then remaining unsold) shall be deemed incorporated by
reference in this Registration Statement and to be a part of this
Registration  Statement  from  the  date  of  filling   of   such
documents.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

The  validity  of the shares of Class A Common Stock  covered  by
this  Registration Statement has been passed upon for the Company
by Foley, Hoag & Eliot.

Item 6.   Indemnification of Directors and Officers.

The  Company's By-Laws provide for indemnification, to the extent
permitted by Delaware General Corporation Law Section 145, of the
Company's    directors,    officers,    employees    or    agents
("Representatives")  against expenses reasonably  incurred  by  a
Representative with respect to civil, criminal, administrative or
investigative  actions,  suits or proceedings  related  to  their
functions  as  Company Representatives.  As a condition  to  such
indemnification, the Representative must have acted in good faith
and  in  a manner reasonably believed to be in the best interests
of  the  Company  or  not opposed to the best  interests  of  the
Company.   As  a  condition to such indemnification  in  criminal
actions, the Representative must have had no reasonable cause  to
believe his conduct was unlawful.

With respect to causes of action against a Representative by  the
Company  or by a third party in the name of the Company (such  as
shareholder  derivative suits) (collectively,  "Company  Suits"),
the Company's By-Laws provide that no indemnification may be made
for  a  Company Suit in which a Representative is adjudged to  be
liable  for  negligence or misconduct in the performance  of  his
duties,  unless the Delaware Court of Chancery or  the  Court  in
which  the Company Suit was brought determines that despite  such
adjudication  and in view of all the circumstances of  the  case,
the  Representative  is fairly and reasonably  entitled  to  such
indemnity.

The  Company  has  purchased directors' and  officers'  liability
insurance  covering certain liabilities incurred by the Company's
officers  and  directors in connection with  the  performance  of
their duties.

Item 7.   Exemption for Registration Claimed:  NOT APPLICABLE

Item 8.   Exhibits.

4    Instruments defining the rights of security holders:

     (1)  The Company's Restated Certificate of Incorporation  is
          incorporated herein by reference to Exhibit  C  of  the
          Company's Proxy Statement dated October 27, 1989
     
     (2)  The   Company's  Amended  and  Restated   By-Laws   are
          incorporated herein by reference to Exhibit 3(b) of the
          Company's  Annual Report on Form 10-K  for  the  fiscal
          year ended June 30, 1996.

     (3)  Specimen  of  Class  A  Common  Stock  Certificate   is
          incorporated  herein  by  reference  to  Exhibit   4(i)
          included in the Company's Registration Statement No. 33-
          15359 on Form S-2.
     
     (4)  1986  Non-Qualified  and Incentive  Stock  Option  Plan
          (Amended and Restated as of May 23, 1996), incorporated
          by   reference  to  Exhibit  B  of  Registrant's  Proxy
          Statement dated October 9, 19986.
     
     (5)  Amendment dated as of September 11, 1997, to  the  1986
          Non-Qualified   and   Incentive  Stock   Option   Plan,
          incorporated  by reference to Exhibit A of Registrant's
          Proxy Statement dated October 10, 1997.

5    Opinion re legality

     (1)  Opinion of Foley, Hoag & Eliot.* (* Filed Herewith)

23   Consents of Experts and Counsel

     (1)  Consent  of  Arthur Andersen & Co., independent  public
          accountants* (* Filed Herewith)

     (2)  Consent of Foley, Hoag & Eliot(contained in the opinion
          of counsel filed as Exhibit 5(1) hereto).

24   Power of Attorney

     (1)  Power of Attorney by members of the Company's Board  of
          Directors  regarding  amendments to  this  Registration
          Statement, contained as part of the signatures to  this
          Registration Statement.

Item 9.   Undertakings.

(a)  The Company hereby undertakes:

     (1)  To  file, during any period in which offers or sales of
          the  securities registered hereunder are being made,  a
          post-effective    amendment   to   this    Registration
          Statement:

          (i)   To  include  any prospectus required  by  Section
          10(a)(3) of the Securities Act of 1933 (the "Securities
          Act").

          (ii)  To reflect in the prospectus any facts or  events
          arising  after the effective date of this  Registration
          Statement   (or   the  most  post-effective   amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth in the Registration Statement.

          (iii)To  include any material information with  respect
          to the plan of distribution not previously disclosed in
          this  Registration Statement or any material change  to
          such information in this Registration Statement.

          Provided,   however,  that  paragraphs  (a)(1)(i)   and
          (a)(1)(ii) do not apply if the information required  to
          be  included  in  a post-effective amendment  by  those
          paragraphs  is contained in periodic reports  filed  by
          the Company pursuant to Section 13 or Section 15(d)  of
          the Exchange Act that are incorporated by reference  in
          this Registration Statement.
     
     (2)  That,  for  the  purpose of determining  any  liability
          under  the  Securities  Act, each  such  post-effective
          amendment  shall  be  deemed to be a  new  registration
          statement  relating to the securities  offered  herein,
          and  the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (3)  To  remove  from  registration  by  means  of  a  post-
          effective   amendment  any  of  the  securities   being
          registered  which remain unsold at the  termination  of
          the offering.

(b)  The  undersigned  registrant  hereby  undertakes  that,  for
     purposes  of determining any liability under the  Securities
     Act,  each filing of the registrant's annual report pursuant
     to  Section 13(a) or Section 15(d) of the Exchange Act (and,
     where applicable, each filing of an employee benefits plan's
     annual report pursuant to Section 15(d) of the Exchange Act)
     that  is  incorporated  by  reference  in  the  registration
     statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
     Securities  Act may be permitted to directors, officers  and
     controlling  persons  of  the  registrant  pursuant  to  the
     foregoing    provisions   (including   the   indemnification
     provisions   described  in  Item  6  of  this   Registration
     Statement),  or otherwise, the registrant has  been  advised
     that   in   the  opinion  of  the  Securities  and  Exchange
     Commission such indemnification is against public policy  as
     expressed   in   the  Securities  Act  and  is,   therefore,
     unenforceable.    In   the   event   that   a   claim    for
     indemnification  against such liabilities  (other  than  the
     payment by the registrant of expenses incurred or paid by  a
     director, officer or controlling person of the registrant in
     the successful defense of any action, suit or proceeding) is
     asserted by such director, officer or controlling person  in
     connection   with  the  securities  being  registered,   the
     registrant  will, unless in the opinion of its  counsel  the
     matter has been settled by controlling precedent, submit  to
     a  court  of  appropriate jurisdiction the question  whether
     such  indemnification  by  it is against  public  policy  as
     expressed in the Securities Act and will be governed by  the
     final adjudication of such issue.
                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Dulles, Commonwealth of Virginia, on January 11, 1998.

The Fairchild Corporation

By: ________/s/_______________
     Colin M. Cohen,
     Senior Vice President and Chief Financial Officer

                       POWER OF ATTORNEY

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Colin M. Cohen and  Donald
E.  Miller,  or either of them, his true and lawful  attorney-in-
fact   and   agent,   with  full  power   of   substitution   and
resubstituion, for him and in his name, place and stead,  in  any
and  all  capacities,  to  sign any and all  amendments  to  this
Registration  Statement and to file the same, with  all  exhibits
thereof,  and other documents in connection therewith,  with  the
Securities and Exchange Commission, granting unto said  attorney-
in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about  the premises, as fully to all intents and purposes  as  he
might or could do in person, hereby ratifying and confirming  all
that  said  attorney-in-fact, agent,  or  their  substitutes  may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1993,  this
Registration  Statement has been signed by the following  persons
in the capacities indicated on January 11, 1998.

Signature                Title

_______/s/___________    Chairman of the Board and
Jeffrey J. Steiner       Chief Executive Officer
                         (Principal Executive Officer)

_________/s/___________  Director
Colin M. Cohen           Senior Vice President,
                         Chief Financial Officer and Controller
                         (Principal Financial Officer)

________/s/__________    Director
Michael T. Alcox

____/no signature/ _____ Director
Melville R. Barlow

____/no signature/ _____ Director
Mortimer M. Caplin

________/s/__________    Director
Phillip David

________/s/__________    Director
Robert E. Edwards

________/s/__________    Director
Harold J. Harris

____/no signature/ _____ Director
Daniel Lebard

________/s/__________    Director
Jacques S. Moskovic

________/s/__________    Director
Herbert S. Richey

________/s/__________    Director
Moshe Sanbar

____/no signature/ _____ Director
Robert A. Sharpe, II

________/s/__________    Director
Eric I. Steiner
                       PART III:  EXHIBITS

                          EXHIBIT INDEX

Exhibit No.                                               Page

4(1)           The Company's Restated Certificate
                  of    Incorporation(and   amendments   thereto)
          Footnote 1

4(2)      The Company's Amended and Restated By-Laws   Footnote 2

4(3)           Specimen of Definitive
          Class A Common Stock Certificate             Footnote 3

4(4)      1986 Non-Qualified and Incentive
          Stock Option Plan
          (Amended and Restated as of
          February 9, 1998)   Footnote 4

4(5)      Amendment dated as of May 7, 1998
          to the 1986 Non-Qualified and Incentive
          Stock Option Plan                            Footnote 5

5(1)           Opinion of Foley, Hoag & Eliot.                 14

23(1)     Consent of Arthur Andersen & Co.                16

23(2)     Consent Foley, Hoag & Eliot                  Footnote 6

24(1)     Power of Attorney                            Footnote 7
----------------------
Footnotes

1.              Incorporated  by reference to Exhibit  C  of  the
          Company's Proxy Statement dated October 27, 1989.

2.              Incorporated by reference to Exhibit 3(b) of  the
          Company's  Annual Report on Form 10-K  for  the  fiscal
          year ended June 30, 1996.

3.             Incorporated by reference to Exhibit 4(i) included
          in the Company's Registration Statement No. 33-15359 on
          Form S-2.

4.               Incorporated  by  reference  to  Exhibit  B   of
          Registrant's Proxy Statement dated October 9, 1998.

5.               Incorporated  by  reference  to  Exhibit  A   of
          Registrant's Proxy Statement dated October 9, 1998.

6.             Included in Exhibit (5)1.

7.              Contained  as  part  of the  signatures  to  this
          Registration Statement.
Exhibit 5(1)

Opinion of Foley, Hoag & Eliot LLP

January 11, 1999

The Fairchild Corporation
45025 Aviation Drive, Suite 400
Dulles, VA  20166-7516

Re:  The Fairchild Corporation

Ladies and Gentlemen:

We  are familiar with the Registration Statement on Form S-8 (the
"S-8 Registration Statement") filed today with the Securities and
Exchange  Commission  by  The Fairchild Corporation,  a  Delaware
corporation  (the "Company"), relating to 600,000 shares  of  the
Company's  Class A Common Stock, $0.10 par value  (the  "Class  A
Common  Stock")  issuable pursuant to the  1986  Non-Qualified  &
Incentive Stock Option Plan, amended and restated as of  February
9,  1998  (the  "Plan").  Such 600,000 shares of Class  A  Common
Stock were made available for issuance under the Plan pursuant to
an  Amendment  to  the Plan dated as of May 7,  1998  (the  "1998
Amendment"),  which increased the number of  shares  of  Class  A
Common  Stock  issuable under the Plan from 4,541,000  shares  to
5,141,000 shares.

We  are  familiar  with  the Company's  Restated  Certificate  of
Incorporation and its Amended and Restated By-Laws.  We are  also
familiar  with  the records of all meetings and consents  of  its
Board  of  Directors  and  of its stockholders  relating  to  the
approval  of  the  1998 Amendment and the authorization  for  the
filing  of the S-8 Registration Statement.  We have examined  and
relied upon a Certificate of the Secretary of the Company of even
date  herewith and such other records and documents as we  deemed
necessary or appropriate for purposes of rendering this opinion.

Based  upon  the foregoing, we are of the opinion  that  (a)  the
Company  has  corporate power adequate for the  issuance  in  the
manner set forth in the S-8 Registration Statement of the 600,000
shares  of its Class A Common Stock to be issued pursuant to  the
Plan and offered pursuant to the S-8 Registration Statement,  (b)
the Company has taken all necessary corporate action required  to
authorize the issuance under the Plan of such 600,000 shares  and
(c)  upon the issuance of such shares pursuant to the Plan,  such
shares  will be validly and legally issued, fully paid  and  non-
assessable.

We hereby consent to the filing of this opinion as part of the S-
8 Registration Statement.

Very truly yours,

FOLEY, HOAG & ELIOT LLP

1747 Pennsylvania Avenue, N.W., Suite 1200
Washington, DC  20006
Exhibit 23(1)
  
  Consent of Independent Public Accountants
  
  As  independent public accountants, we hereby consent to the
  use  of  our reports included in this registration statement
  of  our  report  dated September 22, 1998  included  in  The
  Fairchild Corporation's Form 10K for the year ended June 30,
  1998,  and  to all references to our Firm included  in  this
  Form S-8 registration statement to register 600,000 Class  A
  Shares of Common Stock Issuable Under the 1986 Non-Qualified
  & Incentive Stock Option Plan of The Fairchild Corporation.
  
  ARTHUR ANDERSEN LLP
  
  Washington, D.C.
  January 6, 1999