FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CAPLIN MORTIMER M   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE FAIRCHILD CORPORATION, 1750 TYSONS BOULEVARD, SUITE 1400 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2005 (Street) MCLEAN, VA 22102 4. If Amendment, Date 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 (City) (State) (Zip) 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 01/11/2005   G V 120,364 D (5) 0 D   Class A Common Stock 01/11/2005   G V 120,364 A (5) 120,364 I The Mortimer and Ruth Caplin Revocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

NED Stock Option (Right to Buy) (4)

$ 6

11/20/2000

11/19/2005

Class A Common Stock

1,000

1,000

I

Trust (3)

NED Stock Option (Right to Buy) (4)

$ 6

11/20/2001(1)

11/19/2005

Class A Common Stock

7,500

7,500

I

Trust (3)

NED Stock Option (Right to Buy) (4)

$ 2.35

11/13/2001

11/12/2006

Class A Common Stock

1,000

1,000

I

Trust (3)

NED Stock Option (Right to Buy) (4)

$ 2.35

11/13/2002(2)

11/12/2011

Class A Common Stock

2,000

2,000

I

Trust (3)

NED Stock Option (Right to buy) (4)

$ 4.99

11/21/2002

11/20/2007

Class A Common Stock

1,000

1,000

I

Trust (3)

NED Stock Option (Right to Buy) (4)

$ 5.11

11/07/2003

11/06/2008

Class A Common Stock

1,000

1,000

I

Trust (3)

NED Stock Option (Right to Buy) (4)

$ 3.49

02/16/2005

02/15/2010

Class A Common Stock

1,000

1,000

I

Trust (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CAPLIN MORTIMER M C/O THE FAIRCHILD CORPORATION 1750 TYSONS BOULEVARD, SUITE 1400 MCLEAN, VA 22102	X

Signatures

Mortimer M. Caplin		10/28/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Exercisable in 25% annual increments on 11/20/01; 11/20/02; 11/20/03; 11/20/04.
(2)	Exercisable in 25% annual increments on 11/13/02; 11/13/03; 11/13/04; 11/13/05.
(3)	The Mortimer and Ruth Caplin Revocable Trust, which is a revocable trust of which the reporting person and his spouse are the sole trustees and lifetime beneficiaries.
(4)	NED stands for "Non-Employee Director"
(5)	Gift of stock directly owned by the reporting person to The Mortimer and Ruth Caplin Revocable Trust.

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