SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HERCOT NATALIA

(Last)

(First)

(Middle)

C/O THE FAIRCHILD CORPORATION

45025 AVIATION DRIVE, SUITE 400

(Street)

DULLES

20166

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2003

3. Issuer Name and Ticker or Trading Symbol
FAIRCHILD CORP [ FA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	45,196	D
Class A Common Stock	15,000	I	Spouse
Class B Common Stock	15,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽⁷⁾	⁽²⁾	Class A Common Stock	15,000	⁽¹⁾	D
Employee Stock Option (Right to Buy)	⁽³⁾	09/18/2005	Class A Common Stock	5,000	$6.5625	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/20/2006	Class A Common Stock	31,668	$3.1	D
Deferred Compensation Units⁽⁵⁾	01/20/2004	01/20/2004	Class A Common Stock	6,641	⁽⁶⁾	D

Explanation of Responses:

1. One share Class A Common Stock for one share Class B Common Stock.

2. No expiration date

3. Exercisable in 25% annual increments on 9/19/01; 9/19/02; 9/19/03; 9/19/04.

4. Exercisable in 25% annual increments on 9/21/02; 9/21/03; 9/21/04; 9/21/05.

5. The Reporting Person elected to defer receipt of shares of common stock issuable upon exercise of her option, resulting in the accrual to her account of a corresponding no. of Deferred Compensation Units.

6. One share Class A Common Stock for one Deferred Compensation Unit.

7. Immediately exercisable.

Remarks:

	Donald E. Miller, Attorney-in-Fact	01/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.