SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* STEINER JEFFREY J (Last) (First) (Middle) C/O THE FAIRCHILD CORPORATION 45025 AVIATION DRIVE, SUITE 400 (Street) DULLES VA 20166 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FAIRCHILD CORP [ FA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2003
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/31/2003		G	V	442,754	D	(10)	0	D
Class A Common Stock	12/31/2003		J(1)		3,193,688	D	(1)	0	I	The Steiner Group LLC
Class A Common Stock								38,500	I	Custodian for his children.
Class A Common Stock								2,400	I	The Jeffrey Steiner Family Foundation. The reporting person disclaims beneficial ownership.
Class A Common Stock								2,644	I	401K
Class B Common Stock	12/31/2003		J(1)		2,533,996	D	(1)	0	I	The Steiner Group LLC
Class B Common Stock								30,000	I	Held as Custodian for his children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	12/31/2003		J(1)			2,533,996	(3)	(4)	Class A Common Stock	2,533,996	(1)	0	I	The Steiner Group LLC
Class B Common Stock	(2)							(3)	(4)	Class A Common Stock	30,000		30,000	I	Held as Custodian for his children.
Employee Stock Option (Right to Buy)	$9.68							04/08/1999	05/21/2004	Class A Common Stock	102,505		102,505	D
Employee Stock Option (Right to Buy)	$6.5625							09/19/2001(5)	09/18/2005	Class A Common Stock	45,000		45,000	D
Employee Stock Option (Right to Buy)	$3.1							09/21/2002(6)	09/20/2006	Class A Common Stock	250,000		250,000	D
Employee Stock Option (Right to Buy)	$5.03							09/20/2003(7)	09/19/2007	Class A Common Stock	145,518		145,518	D
Deferred Compensation Units(8)	(9)							01/20/2004	01/20/2004	Class A Common Stock	33,986		33,986	D
Deferred Compensation Units(8)	(9)							01/20/2004	01/20/2004	Class A Common Stock	100,845		100,845	D

Explanation of Responses:

1. Effective 12/31/2003, Jeffrey Steiner ceased to be a beneficial owner of shares of the Issuer owned by The Steiner Group LLC, a Delaware limited liability company.

2. 1 share Class A Common Stock for 1 share Class B Common Stock.

3. Immediately exercisable.

4. No expiration date.

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

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

7. Exercisable in 25% annual increments on 9/20/03; 9/20/04; 9/20/05; 9/20/06.

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

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

10. The Reporting Person transferred the shares by gift.

Remarks:

	/s/ 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 4 (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).
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