SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                            FORM 8-K


                         CURRENT REPORT


                 Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):

                        December 23, 1993


                    THE FAIRCHILD CORPORATION
     (Exact name of registrant as specified in its charter)


     DELAWARE                3-6560           34-0728587
     (State or other       (Commission      (IRS Employer
     jurisdiction of        File No.)        Identification No.)
     incorporation)


300 West Service Road, PO Box 10803, Chantilly, VA  22021-9998
     (Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code:
                         (703) 478-5800


                              None
  (Former name or former address, if changed since last report)
Item 2.  Acquisition or Disposition of Assets.

     The Registrant hereby incorporates by reference the
description of the transaction between Registrant's wholly owned
subsidiary, RHI Holdings, Inc., a Delaware corporation ("RHI"),
and BTR Dunlop Holdings, Inc., a Delaware corporation ("BTR"),
and Registrant, which is described in (1) the Purchase Agreement
by and between BTR, RHI, and Registrant dated as of December 2,
1993 (such agreement being Exhibit 10(y)(y) attached hereto), and
(2) the press release of the Registrant dated December 23, 1993
(such press release being Exhibit 99(a) attached hereto).

Item 7.  Financial Statements and Exhibits.
     (c)   Exhibits
          10(y)(y)  Purchase Agreement by and between BTR, RHI
                    and Registrant dated as of December 2, 1993.
          99(a)     Registrant's press release, dated December
                    23, 1993.

                           SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                   THE FAIRCHILD CORPORATION


                                               /s/
                                   ------------------------------
                                   By   Michael T. Alcox
                                        Vice President and
                                        Chief Financial Officer



Date:  January 7, 1994

                          EXHIBIT INDEX


Number             Subject Matter          Sequential Page Number

10(y)(y)       Purchase Agreement by and
               between BTR, RHI, and
               Registrant dated as of
               December 2, 1993 . . . . . . . . . .

99(a)          Registrant's press release,
               dated December 23, 1993  . . . . . .


                                                 Exhibit 10(y)(y)




















                         Purchase Agreement

                         by and between

                    BTR DUNLOP HOLDINGS, INC.

                              and

                    THE FAIRCHILD CORPORATION

                              and

                         RHI HOLDINGS, INC.

                  dated as of December 2, 1993

                  ____________________________

                        TABLE OF CONTENTS


                                                                  
                                                             Page


SECTION 1.     Sale and Purchase of the Shares                 1

SECTION 2.     Conditions to Purchaser's and Seller's
               and Holdings' Obligations                       2

SECTION 3.     Representations and Warranties of Seller
               and Holdings                                    4

SECTION 4.     Representations and Warranties and
               Covenant of Purchaser                           5

SECTION 5.     Further Covenants of Seller and
               Holdings                                        7

SECTION 6.     Limited Environmental Indemnification
               for PTC Operations                             10

SECTION 7.     Environmental Indemnification for
               MPD Businesses                                 14

SECTION 8.     Termination                                    19

SECTION 9.     Miscellaneous                                  19


SIGNATURES                                                    24



          This PURCHASE AGREEMENT, dated as of December 2, 1993
(this "Purchase Agreement"), by and among BTR DUNLOP HOLDINGS
INC., a Delaware corporation (the "Purchaser") and THE FAIRCHILD
CORPORATION, a Delaware corporation (the "Seller") and its wholly
owned subsidiary, RHI HOLDINGS, INC., a Delaware corporation
("Holdings").

          WHEREAS, Purchaser and Seller prior to the date hereof
had no agreement, arrangement or understanding to acquire the
Shares or for the purpose of acquiring, holding, voting or
disposing of the Shares (as defined hereinafter);

          WHEREAS, prior to the date hereof, the Board of
Directors of Rexnord Corporation, a Delaware corporation
("Rexnord"), has approved the purchase of the Shares by the
Purchaser;

          WHEREAS, prior to the execution hereof, Purchaser and
Rexnord have entered into an Agreement and Plan of Merger (the
"Merger Agreement") providing for the merger of Rexnord with
Purchaser or a direct or indirect wholly-owned subsidiary of the
Purchaser (the "Merger") and the conversion of each outstanding
share of common stock, par value $.01 per share, of Rexnord
Corporation (the "Common Stock"), other than shares of Common
Stock owned by Rexnord, by Purchaser, any subsidiary of Purchaser
and by stockholders who perfect appraisal rights, into the right
to receive $22.50 in cash, without interest; and

          WHEREAS, Holdings owns, of record and beneficially,
8,083,248 shares of Common Stock (the "Shares");

          WHEREAS, Seller and Holdings now desire to sell to the
Purchaser, and the Purchaser now desires to purchase from Seller
and Holdings, all of the Shares, on the terms and conditions
herein set forth; 

          NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, the parties hereto
hereby agree as follows:

          SECTION 1.  Sale and Purchase of the Shares.  (a)  In
reliance on the representations, warranties and agreements
contained herein, and subject to the terms and conditions
contained herein, Seller and Holdings hereby agree to sell,
assign and transfer to Purchaser the Shares, free and clear of
all security interests, liens, claims, proxies, charges,
encumbrances and options and voting or other restriction of any
nature whatsoever (collectively, "Encumbrances"), and Purchaser
agrees to purchase such Shares, for a purchase price of $22.50
per Share (the "Purchase Price").

          (b)     The closing of the sale and purchase of the
Shares (the "Closing") shall take place at 10:00 A.M., New York
City time, on the second business day following the date on which
all applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
and under the law relating to filings with the German Federal
Cartel Office ("German filings law"), shall expire or be
terminated, at the offices of Cahill Gordon & Reindel, 80 Pine
Street, New York, New York 10005 or such other place and time as
may be agreed to between the parties in writing.

          (c)     At the Closing:

          (i)     Seller and Holdings will deliver to Purchaser
       certificates representing all the Shares accompanied by
       stock powers duly executed in blank, with any necessary
       stock transfer stamps properly affixed, and together with
       such other documents and instruments as may be necessary
      to permit Purchaser to acquire the Shares free and clear of
      any Encumbrances; and

          (ii)     Purchaser will deliver to Holdings the
       Purchase Price for the Shares being sold by Holdings by
       wire transfer to Holdings of immediately available funds
       in accordance with written instructions provided by
       Holdings.

          SECTION 2.  Conditions to Purchaser's and Seller's and
Holdings' Obligations.  Purchaser's obligation to purchase the
Shares and Seller's and Holdings' obligations to sell the Shares
shall be subject to the satisfaction or waiver of the following
conditions prior to Closing:

          (a)     The Merger and the purchase of the Shares by
       the Purchaser from Seller shall have been approved by the
       Board of Directors of Rexnord with the effect that with
       respect to Rexnord and the Purchaser's purchase of the
       Shares and other shares of Common Stock, Purchaser will
       not be subject to the restrictions of Section 203 of the
       Delaware General Corporation Law and of the Exchange and
       Standstill Agreement, dated as of June 19, 1992
       ("Standstill Agreement");

          (b)     As to Purchaser's obligations, the
       representations and warranties of Seller and Holdings
       contained in Section 3 and, as to Seller and Holdings, the
       representations and warranties of Purchaser contained in
       Section 4, shall be true and correct in all material
       respects as if made at and as of the Closing;

          (c)     As to Purchaser's obligations, the covenants
       and agreements of Seller and Holdings contained herein,
       and, as to Seller and Holdings, the covenants and
       agreements of Purchaser contained herein which are
       required to be performed prior to the Closing shall have
       been performed in all material respects;

          (d)     The consummation of the transactions
       contemplated hereby shall not be precluded by any order,
       injunction, decree or judgment of a court of competent
       jurisdiction or any government entity, and there shall not
       have been any action taken or any statute, rule or
       regulation enacted, promulgated or deemed applicable to
       the transactions contemplated hereby by any government
       entity which would prevent or restrict the consummation of
       the transactions contemplated hereby;

          (e)     The applicable waiting periods under the HSR
       Act, and under the German filings law, shall have expired
       or been terminated;

          (f)     As to Purchaser's obligations, Seller and
       Holdings shall have transferred shares of Common Stock of
       Banner Aerospace, Inc., a Delaware corporation, to
       Purchaser pursuant to and in accordance with the terms of
       the Escrow Agreement, dated the date hereof ("Escrow
       Agreement"); and

          (g)     As to Purchaser's obligations, the Purchaser
       shall have purchased or shall have entered into contracts
       (which shall close simultaneously with the closing of the
       purchase and sale of the Shares) to purchase shares of
       Common Stock which together with the Shares constitute a
       majority of the outstanding shares of Common Stock on a
       fully diluted basis for any exercises of options, warrants
       or other rights in connection with Purchaser's purchases
       of shares of Common Stock.

In the event there is any such order, injunction, decree,
judgment or action referred to in Section 2(d), the parties
hereto shall use all reasonable efforts to have such order,
injunction, decree, judgment, or action overturned.

          SECTION 3.  Representations and Warranties of Seller
and Holdings.  Seller and Holdings each jointly and severally
represents and warrants to Purchaser as follows:

          (a)     Holdings is the record and beneficial owner of
       the Shares and Holdings owns the Shares, free and clear of
       any Encumbrances (other than a pledge in favor of
       Citibank, N.A. and Bank of Nova Scotia which will be
       discharged prior to Closing), and (other than pursuant to
       this Purchase Agreement) there are no outstanding options,
       warrants or rights to purchase or acquire, or agreements
       relating to, any of the Shares, other than the Standstill
       Agreement.  Upon delivery of the Shares to Purchaser at
       Closing, against payment therefor as contemplated hereby,
       Purchaser will acquire ownership of the Shares free and
       clear of any Encumbrances.

          (b)     Except for the Shares, as set forth in the
       Proxy Statement, dated November 1, 1993, of Rexnord and
       for certain non-vested options for 221,250 shares of
       Common Stock, neither (i) Seller, (ii) any "affiliate" (as
       such term is defined in Rule 12b-2 promulgated under the
       Securities Exchange Act of 1934 (the "Exchange Act"),
       which definition shall apply for all purposes of this
       Purchase Agreement) of Seller, (iii) any corporation in
       which Seller or any affiliate of Seller's owns, directly
       or indirectly, 5% or more of the value of such
       corporation's equity securities, nor (iv) any partnership
       or trust in which any of the foregoing has any interest
       (all persons described in clauses (ii)-(iv) are
       hereinafter collectively referred to as "Seller
       Affiliates") owns "beneficially" (as such term is defined
       in Rule 13d-3 promulgated under the Exchange Act, which
       definition shall apply for all purposes of this Purchase
       Agreement) or of record, directly or indirectly, any
       shares of Common Stock or any options, warrants or rights
       of any nature (including conversion and exchange rights)
       to acquire beneficial or record ownership of any shares of
       Common Stock.

          (c)     Each of Seller and Holdings has full legal
       right, power and authority to execute and deliver, enter
       into and perform under this Purchase Agreement and the
       execution and delivery of this Purchase Agreement by such
       corporation and the consummation by such corporation of
       the transactions contemplated hereby have been duly
       authorized by all necessary corporate action on behalf of
       such corporation.  This Purchase Agreement has been duly
       executed and delivered by such corporation and, assuming
       due execution and delivery by Purchaser, constitutes a
       legally valid and binding agreement of such corporation,
       enforceable in accordance with its terms, except that
       (i) such enforceability may be subject to bankruptcy,
       insolvency, receivership, reorganization, moratorium or
       other similar laws relating to creditors' rights generally
       now or hereafter in effect, and (ii) the remedy of
       specific performance and other forms of equitable relief
       may be subject to equitable defenses and to the discretion
      of the court before which any proceeding may be brought.

          (d)     The execution and delivery of this Purchase
       Agreement and the consummation by each of Seller and
       Holdings of the transactions contemplated hereby do not
       conflict with or constitute a breach or violation of or
       default (or an event which, with notice or lapse of time
       or both, would constitute a default) under the certificate
       of incorporation or by-laws of such corporation or any
       statute, law, regulation, order or decree applicable to
       such corporation or any of its subsidiaries or any
       contract, commitment, agreement, arrangement or
       restriction of any kind to which such corporation or any
       of its subsidiaries is a party or by which it or the
       Shares is bound.

          (e)     Except for filings under the HSR Act, the
       German filings law and the Exchange Act, no consent,
       approval, authorization, order or permit of or filing with
       or notification to any court or governmental entity or of
       any other party is required for execution and delivery of
       this Purchase Agreement by Seller and Holdings or the
       consummation by Seller and Holdings of the transactions
       contemplated by this Purchase Agreement.

          4.  Representations and Warranties and Covenant of
Purchaser.  (a)  Purchaser hereby represents and warrants to
Seller and Holdings as follows:

          (i)     Purchaser has full legal right, power and
       authority to enter into and perform this Purchase
       Agreement, and the execution and delivery of this Purchase
       Agreement by Purchaser and the consummation by Purchaser
       of the transactions contemplated hereby have been duly
       authorized by all necessary corporate action on behalf of
       the Purchaser.  This Purchase Agreement has been duly
       executed and delivered by Purchaser and, assuming due
       execution and delivery by Seller and Holdings, constitutes
       a legally valid and binding agreement of Purchaser,
       enforceable in accordance with its terms, except (x) that
       such enforceability may be subject to bankruptcy,
       insolvency, receivership, reorganization, moratorium or
       other similar laws relating to creditors' rights generally
       now or hereafter in effect, and (y) that the remedy of
       specific performance and other forms of equitable relief
       may be subject to equitable defenses and to the discretion
       of the court before which any proceeding may be brought.

          (ii)     The execution and delivery of this Purchase
       Agreement and the consummation by Purchaser of the
       transactions contemplated hereby do not conflict with or
       constitute a breach or violation of or default (or an
       event which, with notice or lapse of time or both, would
       constitute a default) under the certificate of
       incorporation or by-laws of Purchaser, any statute, law,
       regulation, order or decree applicable to the Purchaser or
       any of its subsidiaries, or any contract, commitment,
       agreement, arrangement or restriction of any kind to which
       Purchaser or any of its subsidiaries is a party or by
       which it is bound.

          (iii)     Except for filings under the HSR Act, the
       German filings law and the Exchange Act, no consent,
       approval, authorization, order or permit of or filing with
       or notification to any court or governmental entity or of
       any other party is required for the execution and delivery
       of this Purchase Agreement by Purchaser or consummation by
       Purchaser of the transactions contemplated by this
       Purchase Agreement.

          (iv)     Purchaser is acquiring the Shares for its own
       account and not with a view to, or for sale in connection
       with, any distribution thereof, and Purchaser shall not
       sell or otherwise dispose of the Shares except in
       compliance with the Securities Act and applicable blue sky
       laws.

          (v)     Purchaser has, or shall have prior to the
       Closing, all funds necessary to pay the total Purchase
       Price to be paid for the Shares.

          (b)     Purchaser covenants that it will (i) use all
reasonable efforts, subject to compliance with applicable law
(including without limitation the HSR Act and the German filings
law), to purchase at least 1,014,510 shares of Common Stock, on
or prior to the date scheduled for the Closing and (ii) subject
to receiving the required information from Rexnord, file the
premerger notification form pursuant to the HSR Act on or before
the second business day following the date hereof or as soon
thereafter as reasonably practicable and the German filings law
as promptly as reasonably practicable.

          5.  Further Covenants of Seller and Holdings.  Each of
Seller and Holdings jointly and severally covenants that:

          (a)     Any dividend or other distribution (whether
       payable in cash, stock or otherwise) by Rexnord with
       respect to the Shares with a record date on or after the
       date of this Purchase Agreement will, if the Shares are
       purchased by Purchaser hereunder, belong to Purchaser.  If
       any such dividend or distribution belonging to Purchaser
       is paid by Rexnord to Holdings, Holdings shall hold such
       dividend or distribution in trust for the benefit of
       Purchaser and shall promptly deliver such dividend or
       distribution to Purchaser in exactly the form received,
       accompanied by appropriate instruments of transfer at the
       Closing.  If on or after the date of this Purchase
       Agreement there shall occur any stock dividend, stock
       split, recapitalization, combination or exchange of
       shares, merger, consolidation, reorganization or other
       change or transaction of or by Rexnord as a result of
       which shares of any class of stock, other securities, cash
       or other property shall be issued in respect of the Shares
       or if the Shares shall be changed into the same or a
       different number of shares of the same or another class of
       stock or other securities, then, upon the purchase of the
       Shares hereunder, Purchaser shall receive for the total
       Purchase Price payable for the Shares pursuant to this
       Purchase Agreement, in addition to such Shares, if any,
       still outstanding, all such shares of stock, other
       securities, cash or other property issued, delivered or
       received with respect to such Shares.

          (b)     Upon sale of the Shares hereunder, Holdings
       hereby irrevocably appoints Purchaser as proxy for
       Holdings, with full power and authority to vote the
       Shares, or to consent or withhold consent with respect to
       the Shares, on any matter presented to stockholders,
       including without limitation voting the Shares in favor of
       the Merger.  This proxy is irrevocable and is coupled with
       an interest sufficient in law to support an irrevocable
       power.

          (c)     Neither Seller nor any of its subsidiaries
       will:

          (i)     from the date hereof until the Closing or the
       termination of this Purchase Agreement pursuant to the
       terms hereof ("Termination"), sell, transfer, pledge,
       assign or otherwise dispose of, or enter into any
       contract, option or other arrangement with respect to the
       sale, transfer, pledge, assignment or other disposition
       of, the Shares to any person other than Holdings or
       Purchaser or, at Purchaser's direction, a direct or
       indirect wholly-owned subsidiary of Purchaser;

          (ii)     from the date hereof until the Effective Time
       (as defined in the Merger Agreement) or the Termination,
       acquire, directly or indirectly, any additional shares of
       Common Stock or other capital stock of Rexnord without the
       prior written consent of Purchaser, except that Holdings
       may acquire Shares from its subsidiaries;

          (iii)     from the date hereof until the Closing or the
       Termination, deposit any Shares into a voting trust or
       grant a proxy or enter into a voting agreement with
       respect to the Shares except as provided in this Purchase
       Agreement;

          (iv)     from the date hereof until the Effective Time
       or the Termination, solicit or encourage (including by way
       of furnishing information) or take any other action to
       facilitate any inquiries or the making of any proposal
       which constitutes, or may reasonably be expected to lead
       to, any Acquisition Transaction (other than the Merger),
       as defined in Section 5.02 of the Merger Agreement, or
       agree to or endorse any takeover proposal, involving
       Rexnord by any person other than Purchaser;

          (v)     from the date hereof until the Closing or the
       Termination, except to the extent such disclosure is
       required by law or as advised is necessary by counsel
       issue or cause the publication of any press release,
       public announcement or other public statement with respect
       to the transactions contemplated by this Purchase
       Agreement without the prior written consent of Purchaser,
       which consent shall not be unreasonably withheld;

          (vi)     from the date hereof until Termination or one
       year after the Effective Time, disclose, divulge, furnish
       or make accessible to any person any non-public
       information which Seller or Holdings possesses or
       hereafter obtains regarding Rexnord or any of its
       subsidiaries or any of their existing or prospective
       businesses, operations, assets, conditions (financial or
       otherwise) or management including, without limitation,
       customer and supplier lists, trade secrets, formulae,
       know-how and any other information regarding discoveries,
       inventions, improvements, processes, practices, plans or
       products;

          (vii)     from the date hereof until Termination or one
       year after the Effective Time, take any action intended
       to, or encourage any other person to, interfere with or
       adversely affect the business activities, contractual
       relationships, employee relations or business
       opportunities of Rexnord; or

          (viii)     from the date hereof until the termination
       of the Escrow with respect to federal taxes pursuant to
       Section 5(c) of the Escrow Agreement, neither Seller nor
       Holdings will engage in any extraordinary transaction
       (including without limitation, a merger, consolidation,
       combination, sale of substantially all of their assets,
       extraordinary dividend or similar transaction) if, as a
       result thereof, the financial resources (including the
       value of its net assets, the relative ranking, legal or
       structural, of other claims and access to cash and credit)
       of either Seller or Holdings to satisfy their respective
       obligations to indemnify Purchaser and Rexnord would be
       materially adversely affected, unless the Purchaser shall
       have consented thereto in writing prior to such
       extraordinary transaction, which consent shall not be
       unreasonably delayed or withheld; provided, however, that
       this Section 5(c)(viii) shall not prevent (i) the payment
       of extraordinary dividends by Holdings to Seller, (ii) the
       merger of Holdings with Seller, and (iii) the purchase,
       repayment or incurrence of debt.

Seller shall notify Purchaser promptly and provide all details
requested by Purchaser if Seller or Holdings shall be approached
or solicited, directly or indirectly, by any person with respect
to any matter described in Section 5(c)(i), (iii), (iv) or (vi).

           Notwithstanding anything to the contrary contained
herein, nothing in this Purchase Agreement shall prohibit or
restrict any director of Rexnord from acting consistently with
his fiduciary duties in such capacity.

          SECTION 6.  Limited Environmental Indemnification for
PTC Operations.  (a)  Subject to Section 6(d) below, the Seller
and Holdings, jointly and severally, agree to indemnify and hold
harmless the Purchaser, its affiliates, subsidiaries (including
Rexnord) and their respective shareholders, officers, directors,
employees, agents and successors and assigns, from and against
any and all losses, liabilities, claims, damages, fines,
penalties, assessments, encumbrances, liens, costs and expenses
(including the reasonable and necessary costs, expenses and fees
of outside attorneys, consultants or contractors for
investigating, preparing or defending against any liability,
commenced or threatened, and including all response, remedial and
corrective actions, group administrative and engineering costs),
relating to Rexnord's or its predecessors' ownership, operation,
possession or control of the PTC businesses, properties or
facilities during the period from September 30, 1981 to and
including August 19, 1988 (the "Covered Period"), but not
resulting from environmental conditions existing as of or prior
to September 30, 1981 (together, "PTC Losses"):

          (i)     arising out of or in any way related or
       connected to any Environmental Law (as defined below);

          (ii)     as a result of any failure to obtain or to
       comply with the terms of any permit, license, approval or
       authorization (hereinafter "Authorization") for air
       emissions, water discharges, or waste handling, storage,
       transport or disposal, or any other Authorization required
       by any Environmental Law;

          (iii)     as a result of any claim by any governmental
       or private party arising out of or in any way related or
       connected to any Environmental Law;

          (iv)     as a result of the generation, use, handling,
       storage, transport, disposal, release or threatened
       release of any Materials of Environmental Concern (as
       defined below);

provided, however, that this indemnity shall not apply to PTC
Losses resulting from:

          (i)     the removal of underground storage tanks from
       which there have not been releases of Materials of
       Environmental Concern, or the installation of new tanks;
       and

          (ii)     building features, including asbestos, whether
       or not known;
and further provided, however, that this indemnity shall apply
only to 45 percent of the excess of (x) the PTC Losses over
(y) the sum of amounts collected by Purchaser or Rexnord from
third parties on account of or in anticipation of PTC Losses,
plus the reserve of $2,201,624 for environmental liabilities of
PTC on the balance sheet of Rexnord as of June 30, 1993 reduced
by charges to such reserve for PTC Losses subsequent to June 30,
1993.

          Seller and Holdings shall be required to pay for such
PTC Losses only as sums for such PTC Losses become due and
payable.

          (b)     The remedies provided to Purchaser by the
foregoing indemnities shall be in addition to, and not in lieu
of, any other remedies to which Purchaser is entitled at law or
in equity.

          (c)     To the extent that the Seller pays any amount
to the Purchaser pursuant to the indemnification contained in
Section 6(a) above, it shall be subrogated therefor to the rights
of the Purchaser and Rexnord, and the Purchaser and Rexnord shall
immediately assign to the Seller all of their respective rights
to recover from or against any third party for any PTC Losses
from which the Seller or Holdings has indemnified the Purchaser
or Rexnord ("Third Party Claims"), and the Purchaser and Rexnord
shall fully cooperate with the Seller and Holdings in the
prosecution of Third Party Claims.  The Purchaser on its own
behalf and on behalf of Rexnord agrees not to settle or otherwise
compromise any Third Party Claim without the approval of the
Seller and Holdings, which approval shall not be unreasonably
withheld.

          (d)     In case any legal proceeding, claim or demand
which might give rise to any PTC Losses shall come to the
attention of the Purchaser, the Purchaser shall promptly notify
the Seller of the existence and amount thereof, and the Seller
shall be entitled to participate in, and, if the Seller shall
admit that any recovery under the legal proceeding, claim or
demand will give rise to any such PTC Losses in whole or in part,
the Seller shall be entitled to direct, the defense thereof at
the Seller's option and expense, but such defense shall be
conducted by legal counsel reasonably satisfactory to the
Purchaser.  Furthermore, the Purchaser and Rexnord shall promptly
notify the Seller of and provide the Seller an opportunity to
cure any environmental condition which may give rise to PTC
Losses for which the Purchaser may seek reimbursement under
Section 6(a) above.  The Seller shall be permitted to enter any
of the businesses, properties or facilities owned, occupied or
controlled by the Purchaser or Rexnord at reasonable times after
prior consultation with Purchaser or Rexnord for the purpose of
conducting or performing any and all tests, inspections, studies
and remedial actions which the Seller reasonably deems necessary
with respect to the environmental condition.  The Seller and the
Purchaser agree that any environmental response, remedial and
corrective actions undertaken by either of them pursuant to this
Agreement or for which Purchaser will or may make any claim of
PTC Losses will be carried out as promptly as practicable and in
a cost-effective manner with a view toward minimizing any PTC
Losses while complying with all applicable Environmental Laws and
requirements of regulatory agencies.  Purchaser and Seller shall
agree that the implementation of such actions is to each of their
satisfaction, which agreement shall not be unreasonably withheld. 
All environmental response, remedial and corrective actions shall
be undertaken in a manner which will cause as little disruption
to Rexnord's business as reasonably possible.  Both the Seller
and the Purchaser may participate in any negotiations with any
environmental consultants and governmental authorities, and the
Seller and the Purchaser shall give each other reasonable advance
notice of any material presentations, discussions, meetings or
negotiations concerning the scope, timing or requirements of
response, remedial or corrective actions pursuant to this
Agreement.  Before the party who is conducting any environmental
remediation or report hereunder submits any environmental
remediation plan to a governmental authority relating to any
Environmental Law pursuant to any indemnification obligation
under Section 6 or 7, or before the adoption of any settlement
which could reasonably be expected to impact the Purchaser or the
assets, both the Seller and the Purchaser shall agree on such
proposed plan or adoption, which agreement shall not be
unreasonably withheld.

          (e)     The notice to be provided under Section 6(d)
above shall consist of a written report of the existence of the
facts and the amount of the PTC Losses or the nature of the
condition which may give rise to the PTC Loss to Seller and
Holdings ("PTC Report").  Unless, within 45 days of the receipt
by Seller and Holdings of the PTC Report, Purchaser has received
from Seller or Holdings a notice disputing the facts or the
amount of any PTC Losses stated in such PTC Report, a
Determination that Rexnord has incurred the PTC Losses shall be
deemed to have been made on the last day of such 45-day period. 
In the event that within such 45-day period Purchaser shall have
received a notice from Seller or Holdings that it disputes all or
any part of the PTC Report, the matter, unless the Purchaser and
Seller mutually agree otherwise, shall be submitted to, and
settled by, arbitration effected by arbitrators selected as
hereinafter provided and conducted in accordance with the Rules,
existing at the date of the submission, of the American
Arbitration Association.  In the event of any such arbitration
there shall be three arbitrators, one to be selected by Seller,
one to be selected by Purchaser and one to be selected by the two
arbitrators selected by the parties.  If such arbitrators cannot
agree on a third arbitrator, such third arbitrator shall be
selected by the American Arbitration Association.  In the event
Seller or Purchaser shall not, within 30 days after receipt of
such written confirmation, have selected its arbitrator and given
notice thereof to the other party, such arbitrator shall be
selected by the American Arbitration Association.  The meetings
of the arbitrators shall be held in such place or places as may
be agreed upon by them.

          In such arbitration, the Purchaser shall have the
burden of proof to demonstrate that any PTC Losses for which it
seeks reimbursement or indemnification resulted from operations
of the PTC businesses, properties or facilities during the
Covered Period.

          If the arbitrators shall determine that Purchaser has
incurred a PTC Loss with respect to any claim of Purchaser
referred or submitted to them, a Determination that such PTC Loss
has been incurred will be deemed to have been made on the date of
any joint report of the arbitrators or the date of any
arbitrators' award.  All notices of decisions of the arbitrators
shall promptly be sent to all the parties to this Agreement, by
registered mail, return receipt requested, postage prepaid.

          Subject to the terms of Section 6(d) hereof,
notwithstanding that the Seller has contested its liability with
respect to any PTC Losses or any portion of any PTC Losses
claimed by the Purchaser, the Seller or Holdings or that the
Seller or Holdings may have failed to admit liability under
Section 6(d), the Seller may elect to cure the environmental
condition which gives rise to the claimed PTC Losses, and such
cure shall not be deemed to be an admission of liability or a
waiver of the Seller's right to contest liability.  To the extent
that the Purchaser and the Seller or Holdings subsequently agree,
or the arbitrators determine, that the Seller or Holdings is not
liable for the claimed PTC Losses or a portion of the claimed PTC
Losses, the Purchaser shall reimburse the Seller or Holdings for
the expenses or the portion of the expenses incurred by the
Seller or Holdings in curing the environmental condition which
the Purchaser and the Seller agree or the arbitrators determine
were not the liability of Seller or Holdings.

          (f)     For the purposes of this Section 6,
"Environmental Laws" shall mean federal, state, county,
municipal, foreign or common laws, including statutes,
regulations, rules, ordinances, orders or judgments, restrictions
or requirements relating to underground storage tanks, petroleum
products, air pollutants, water pollutants or process waste
water, hazardous or toxic substances or wastes or otherwise
relating to the protection of human health or the environment
(including, but not limited to, polychlorinated biphenyls,
petroleum products, and asbestos or asbestos-containing
materials, whether friable or not, and hereinafter "Materials of
Environmental Concern") or to the manufacture, processing,
distribution, use, recycling, generation, treatment, handling,
storage, disposal, transport, discharge, release or threatened
release of any Materials of Environmental Concern, including, but
not limited to, the Federal Clean Air Act, the Federal Clean
Water Act, the Occupational Safety and Health Act, the Federal
Resource Conservation and Recovery Act, the Federal Toxic
Substances Control Act, the Federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980 and the
Superfund Amendments and Reauthorization Act of 1986, all as
amended, and their implementing regulations, now or at any time
hereafter in effect.

          SECTION 7.  Environmental Indemnification for MPD
Businesses.  (a)  Subject to Section 7(c) below, the Seller and
Holdings, jointly and severally, agree to indemnify and hold
harmless the Purchaser, its affiliates, subsidiaries (including
Rexnord) and their respective shareholders, officers, directors,
employees, agents and successors and assigns, from and against
any and all losses, liabilities, claims, damages, fines,
penalties, assessments, encumbrances, liens, costs and expenses
(including the reasonable and necessary costs, expenses and fees
of outside attorneys, consultants or contractors for
investigating, preparing or defending against any liability,
commenced or threatened, and including all response, remedial and
corrective actions, group administrative and engineering costs),
relating to Rexnord's or its predecessors' ownership, operation,
possession or control of the MPD businesses, properties or
facilities on or prior to August 19, 1988 (the "Covered Period"),
but excluding any ownership, operation, possession or control of
PTC businesses, properties or facilities (together, "Losses"):

          (i)     arising out of or in any way related or
       connected to any Environmental Law (as defined below);

          (ii)     as a result of any failure to obtain or to
       comply with the terms of any permit, license, approval or
       authorization (hereinafter "Authorization") for air
       emissions, water discharges or waste handling, storage,
       transport or disposal, or any other Authorization required
       by any Environmental Law;

          (iii)     as a result of any claim by any governmental
       or private party arising out of or in any way related or
       connected to any Environmental Law;

          (iv)     as a result of the generation, use, handling,
       storage, transport, disposal, release or threatened
       release of any Materials of Environmental Concern (as
       defined below);

provided, however, that this indemnity shall not apply to Losses
resulting from:

          (i)     the removal of underground storage tanks from
       which there have not been releases of Materials of
       Environmental Concern, or the installation of new tanks;

          (ii)     building features, including asbestos, whether
       or not known; and

          (iii)     environmental liabilities arising from
       operations of the MPD businesses on or prior to August 19,
       1988, which were known as of August 19, 1988, but not
       listed on Schedule 6 to the Allocation Agreement among
       Seller, Holdings, Rexnord and others dated April 13, 1992
       ("Allocation Agreement");

and further provided, however, that the indemnity shall apply
only to the excess of (x) Losses over (y) the sum of amounts
collected by Purchaser or Rexnord from third parties on account
of or in anticipation of Losses.

          Seller and Holdings shall be required to pay for such
Losses only as sums for such Losses become due and payable.

          (b)     The remedies provided to the Purchaser by the
foregoing indemnities shall be in addition to, and not in lieu
of, any other remedies to which the Purchaser is entitled at law
or in equity.  As of the Effective Time, the Seller, Holdings and
the Purchaser hereby agree that the Purchaser shall cause Rexnord
to terminate all of the rights and obligations of Rexnord under
Sections 3.1(l), 3.2(a) and 4.1 of the Bill of Sale, Assignment
and Assumption Agreement between two predecessors of Rexnord
dated August 16, 1988, and Sections 7 and 8 of the Allocation
Agreement, in their entirety, and the indemnification pursuant to
this Section 7 shall supersede such agreements in their entirety
with respect to all rights and obligations of the parties thereto
as of such date.

          (c)     In case any legal proceeding, claim or demand
which might give rise to any Losses shall come to the attention
of the Purchaser, the Purchaser shall promptly notify the Seller
of the existence and amount thereof, and the Seller shall be
entitled to participate in, and if the Seller shall admit that
any recovery under the legal proceeding, claim or demand will
give rise to any such Losses, in whole or in part, the Seller
shall be entitled to direct, the defense thereof at the Seller's
option and expense, but such defense shall be conducted by legal
counsel reasonably satisfactory to the Purchaser.  Furthermore,
the Purchaser and Rexnord shall promptly notify the Seller of and
provide the Seller an opportunity to cure any environmental
condition which may give rise to Losses for which the Purchaser
may seek reimbursement under Section 7(a) above.  The Seller
shall be permitted to enter at reasonable times after prior
consultation with the Purchaser or Rexnord any of the businesses,
properties or facilities owned, occupied or controlled by the
Purchaser or Rexnord for the purpose of conducting or performing
any and all tests, inspections, studies and remedial actions
which the Seller reasonably deems necessary with respect to the
environmental condition.  The Seller and the Purchaser agree that
any environmental response, remedial and corrective actions
undertaken by either of them pursuant to this Agreement or for
which the Purchaser will or may make any claim of Losses will be
carried out as promptly as practicable and in a cost-effective
manner with a view toward minimizing any Losses while complying
with all applicable Environmental Laws and requirements of
regulatory agencies.  The Purchaser and Seller shall agree that
the implementation of such actions is to each of their
satisfaction, which agreement shall not be unreasonably withheld. 
All environmental response, remedial and corrective actions shall
be undertaken in a manner which will cause as little disruption
to Rexnord's business as reasonably possible.  Both the Seller
and the Purchaser may participate in any negotiations with any
environmental consultants and governmental authorities, and the
Seller and the Purchaser shall give each other reasonable advance
notice of any material presentations, discussions, meetings or
negotiations concerning the scope, timing or requirements of
response, remedial or corrective actions pursuant to this
Agreement.  Before the party who is conducting any environmental
remediation or report hereunder submits any environmental
remediation plan to a governmental authority relating to any
Environmental Law pursuant to any indemnification obligation
under Section 6 or 7, or before the adoption of any settlement
which could reasonably be expected to impact the Purchaser or the
assets, both the Seller and the Purchaser shall agree on such
proposed plan or adoption, which agreement shall not be
unreasonably withheld.

          (d)     The notice to be provided under (c) above shall
consist of a written report of the existence of the facts and the
amount of the Loss or the nature of the condition which may give
rise to the Loss to the Seller and Holdings ("Report").  Unless,
within 45 days of the receipt by the Seller and Holdings of the
Report, the Purchaser has received from the Seller or Holdings a
notice disputing the facts or the amount of any Loss stated in
such Report, a Determination that Rexnord has incurred the Loss
shall be deemed to have been made on the last day of such 45-day
period.  In the event that within such 45-day period the
Purchaser shall have received a notice from the Seller or
Holdings that it disputes all or any part of the Report, the
matter, unless the Purchaser and Seller mutually agree otherwise,
shall be submitted to, and settled by, arbitration effected by
arbitrators selected as hereinafter provided and conducted in
accordance with the Rules, existing at the date of the
submission, of the American Arbitration Association.  In the
event of any such arbitration there shall be three arbitrators,
one to be selected by the Seller, one to be selected by the
Purchaser, and one to be selected by the two arbitrators selected
by the parties.  If such arbitrators cannot agree on a third
arbitrator, such third arbitrator shall be selected by the
American Arbitration Association.  In the event the Seller or the
Purchaser shall not, within 30 days after receipt of such written
confirmation, have selected its arbitrator and given notice
thereof to the other party, such arbitrator shall be selected by
the American Arbitration Association.  The meetings of the
arbitrators shall be held in such place or places as may be
agreed upon by them.

          In such arbitration, the Purchaser shall have the
burden of proof to demonstrate that any Losses for which it seeks
reimbursement or indemnification resulted from operations or
ownership of the MPD businesses, properties or facilities during
the Covered Period.

          If the arbitrators shall determine that the Purchaser
has incurred a PTC Loss with respect to any claim of the
Purchaser referred or submitted to them, a Determination that
such Loss has been incurred will be deemed to have been made on
the date of any joint report of the arbitrators or the date of
any arbitrators' award.  All notices of decisions of the
arbitrators shall promptly be sent to all the parties to this
Agreement by registered mail, return receipt requested, postage
prepaid.

          Subject to the terms of Section 7(c) hereof,
notwithstanding that the Seller has contested its liability with
respect to any Losses or any portion of any Losses claimed by the
Purchaser, the Seller or Holdings or that the Seller or Holdings
may have failed to admit liability under Section 6(d), the Seller
may elect to cure the environmental condition which gives rise to
the claimed Losses, and such cure shall not be deemed to be an
admission of liability or a waiver of the Seller's right to
contest liability.  To the extent that the Purchaser and the
Seller or Holdings subsequently agree, or the arbitrators
determine, that the Seller or Holdings is not liable for the
claimed Losses or a portion of the claimed Losses, the Purchaser
shall reimburse the Seller or Holdings for the expenses or the
portion of the expenses incurred by the Seller or Holdings in
curing the environmental condition which the Purchaser and the
Seller agree or the arbitrators determine were not the liability
of, Seller or Holdings.

          (e)     For the purposes of this Section 7,
"Environmental Laws" shall mean federal, state, county,
municipal, foreign or common laws, including statutes,
regulations, rules, ordinances, orders, judgments, restrictions
or requirements relating to underground storage tanks, petroleum
products, air pollutants, water pollutants or process waste
water, hazardous or toxic substances or wastes, or otherwise
relating to the protection of human health or the environment
(including, but not limited to, polychlorinated biphenyls,
petroleum products, and asbestos or asbestos-containing
materials, whether friable or not, and hereinafter "Materials of
Environmental Concern") or to the manufacture, processing,
distribution, use, recycling, generation, treatment, handling,
storage, disposal, transport, discharge, release or threatened
release of any Materials of Environmental Concern, including, but
not limited to, the Federal Clean Air Act, the Federal Clean
Water Act, the Occupational Safety and Health Act, the Federal
Resource Conservation and Recovery Act, the Federal Toxic
Substances Control Act, the Federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980 and the
Superfund Amendments and Reauthorization Act of 1986, all as
amended, and their implementing regulations, now or at any time
hereafter in effect.

          SECTION 8.  Termination.  This Purchase Agreement may
be terminated by either the Purchaser or Seller and Holdings if,
without fault of such terminating party, the Closing shall not
have occurred on or before March 31, 1994, which date may be
extended by mutual consent of Purchaser and Seller and Holdings.

          SECTION 9.  Miscellaneous.  (a)  If any term or
provision of this Purchase Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void,
unenforceable or against its regulatory policy, the remainder of
the terms, provisions, covenants and restrictions of this
Purchase Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

          (b)     None of the covenants and agreements,
representations and warranties contained in this Purchase
Agreement shall survive the sale and purchase of the Shares
pursuant to this Purchase Agreement, except for the covenants and
agreements contained in Sections 5, 6, 7, and 9.

          (c)     Each party hereto shall pay its own costs and
expenses incurred in connection with this Purchase Agreement.

          (d)     This Purchase Agreement shall be binding upon
and shall inure to the benefit of and be enforceable by the
successors of the parties hereto.  This Purchase Agreement shall
not be assignable by any party, provided, however, that Purchaser
may assign its right to purchase the Shares to a direct or
indirect wholly-owned subsidiary of Purchaser.  Any such
assignment shall not relieve the Purchaser of its obligations
under the Purchase Agreement.

          (e)     This Purchase Agreement may not be modified,
amended, altered or supplemented except by a written agreement
signed by the Purchaser and Seller and Holdings which shall be
authorized by all necessary action of each party.

          (f)     Except for the Escrow Agreement and the Tax
Agreement, among Purchaser, Rexnord, Seller and Holdings entered
into concurrently herewith, this Purchase Agreement contains the
entire understanding of the parties with respect to its subject
matter and supersedes all prior agreements and understandings
with respect to its subject matter; provided, however, the letter
agreement, dated November 1, 1993, between Purchaser and Seller
shall continue in full force and effect and terminate as of the
Closing.  There are no restrictions, agreements, promises,
warranties, covenants or undertakings other than those expressly
set forth herein with respect to any matter covered herein.

          (g)     Nothing in this Purchase Agreement, express or
implied, is intended to confer upon any person other than the
parties hereto and their respective successors, any rights or
remedies under or by reason of this Purchase Agreement.

          (h)     No failure or delay on the part of any party in
the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or
privilege.  All rights and remedies existing under this Purchase
Agreement are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

          (i)     Seller and Holdings each acknowledges and
agrees that Purchaser would be irreparably damaged in the event
that the provisions of this Purchase Agreement are not strictly
performed in accordance with their specific terms.  It is
accordingly agreed that Purchaser shall be entitled to an
injunction or injunctions or other form of equitable relief to
prevent breaches hereof and to specifically enforce this Purchase
Agreement and the terms and provisions hereof, in addition to any
other remedy to which Purchaser may be entitled at law or in
equity.
          (j)     Subject to the terms and conditions herein
provided, each of the parties hereto shall use all reasonable
efforts to take promptly, or cause to be taken, all actions and
to do promptly, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate
and make effective the transactions contemplated by this Purchase
Agreement and the Escrow Agreement.

          (k)     (i)     This Purchase Agreement and the rights
and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the
State of Delaware without regard to the principles of conflict of
laws thereunder.  Any legal action or proceeding with respect to
this Purchase Agreement may be brought in the courts of the State
of Delaware or of the United States of America for the Southern
District of New York, and, by execution and delivery of this
Agreement, Purchaser, Seller and Holdings each hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. 
Purchaser, Seller and Holdings each hereby irrevocably
designates, appoints and empowers, as its designee, appointee and
agent to receive, accept, acknowledge for and on its behalf, and
in respect of its property, service of any and all legal process,
summons, notices and documents which may be served in any such
action or proceeding:  in the case of Purchaser, Cahill Gordon &
Reindel, 80 Pine Street, New York, New York 10005, Attn:  W.
Leslie Duffy, Esq.; and in the case of Seller and Holdings, Weil
Gotshal & Manges, 767 Fifth Avenue, New York, New York  10153,
Attn:  Jeffrey J. Weinberg, Esq.  If for any reason such
designee, appointee and agent shall cease to be available to act
as such, Purchaser, Seller and Holdings each agrees to designate
a new designee, appointee and agent in New York City on the terms
and for the purposes of this provision satisfactory to the other
parties under this Agreement.  Purchaser, Seller and Holdings
each irrevocably consents to the service of process of any of the
aforesaid courts in any such action or proceeding by the mailing
of copies thereof by registered or certified mail, postage
prepaid, to Purchaser, Seller and Holdings each at their
respective addresses provided in Section 9(n) hereof, such
service to become effective three business days after such
mailing.  Nothing contained in this Section 9(k) shall affect the
right of the other parties to serve process in any other manner
permitted by law or commence legal proceedings or otherwise
proceed against the other parties in any other jurisdiction.

          (ii)     Purchaser, Seller and Holdings each hereby
irrevocably waives any objection it may now or hereafter have,
including, without limitation, to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in
connection with this Purchase Agreement or any other document
related thereto brought in the courts referred to in clause (i)
above, and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an
inconvenient forum.

          (iii)     Nothing in this Section 9(k), express or
implied, is intended to confer upon any person other than the
parties hereto and their respective successors any rights or
remedies under or by reason of this Section 9(k).

          l.     This Purchase Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.

          m.     The captions of the Sections of this Purchase
Agreement have been inserted for convenience only and shall have
no substantive effect.

          n.     Any notice which any party hereto is required or
desires to give hereunder to any of the other parties hereto
shall be in writing and may be given by mailing the same to the
appropriate address set forth below (or to such other address as
may have theretofore been substituted therefor by written notice
to all parties hereto) by certified or registered United States
mail, postage prepaid or by confirmed telecopy.  For all purposes
hereof any notice so sent shall be as effective as though served
in person on the addressee at the time it is received at the
address provided hereinafter.  Whenever under the terms hereof
the time for giving a notice or performing an act falls on a
Saturday, Sunday or holiday, such time shall be extended to the
next business day.  For the purposes of this Purchase Agreement
the addresses of the parties hereto shall be as follows until
changed in accordance with the terms hereof:

     If to

     Seller and Holdings          Telecopy No.: (703) 478-5775

     The Fairchild Corporation
     P.O. Box 10803
     300 West Service Road
     Chantilly, Virginia 22021
     Attention:  Donald E. Miller, Esq.

     With a copy to

     Weil, Gotshal & Manges     Telecopy No.: (212) 310-8007
     767 Fifth Avenue
     New York, New York 10153
     Attention:  Jeffrey J. Weinberg, Esq.

     If to Purchaser          Telecopy No.: 011 44 71 630 1014

     BTR Dunlop Holdings Inc.
     c/o BTR plc
     Silvertown House
     Vincent Square
     London, England SW1P 2PL
     Attention:  Stanley K. Williams, Esq.

     With a copy to

     Cahill Gordon & Reindel     Telecopy No.: (212) 269-5420
     Eighty Pine Street
     New York, New York 10005
     Attention:  W. Leslie Duffy, Esq.

          IN WITNESS WHEREOF, Purchaser, Seller and Holdings have
caused this Purchase Agreement to be duly executed as of the day
and year first above written.

                              BTR DUNLOP HOLDINGS INC.


                              By:       /s/
                              Name:  Stanley K. Williams, Esq.
                              Title:  Attorney-in-Fact


                              THE FAIRCHILD CORPORATION


                              By:       /s/
                              Name:
                              Title:


                              RHI HOLDINGS, INC.


                              By:       /s/
                              Name:
                              Title:
                            Exhibit 99(a)

Fairchild Corporation Closes on Sale of Rexnord Corporation Stock


CHANTILLY, VA.  December 23, 1993 -- The Fairchild Corporation
(NYSE:FA) announced today that it has consummated the sale of its
Rexnord Corporation stock for a total of $181.9 million.  The
stock purchase had been conditioned on FTC approval under the
Hart-Scott-Rodino Act and such approval was granted.  The cash
from this sale, combined with Fairchilds current available cash,
provides Fairchild with available cash in excess of $250 million.

Fairchild intends to explore a number of financing transactions
which could lead to substantial debt and related interest expense
reductions, thereby significantly improving cash flow well into
the future.  Also, over the next several years, Fairchild expects
that as the aerospace industry recovers from its current
depressed state, Fairchilds Aerospace Fasteners business will be
in a position to start making major operating profit and cash
flow contributions.

Mr. Jeffrey Steiner, Chairman and Chief Executive Officer of
Fairchild, noted that the favorable sale of the Rexnord
Corporation stock was the culmination of a series of successful
transactions, including the acquisition of Rexnord, Inc. in 1987,
the acquisition of PT Components in 1988, the synergistic
combination of these two companies in a way that produced a
combined operating profit substantially higher than the total of
the separate operating profits, and Rexnords recapitalization
and initial public offering in 1992.

Commenting on the Company's operating units, Mr. Steiner stated: 
"Fairchild is continuing to mitigate the effects of the adverse
aerospace industry conditions by pursuing aggressive cost-
reduction and other recovery actions, including a complete re-
engineering of its Aerospace Fasteners business and significant
cuts in its overhead.  Although these efforts have taken longer
than anticipated, we have made substantial progress in completing
these efforts, including a 35% reduction in personnel, the
closing of several plants and the retraining of the remaining
work force."

Mr. Steiner also commented that Fairchilds other core 
businesses, D-M-E Company and Fairchild Communications Services
Company, continue to enjoy strong performance with sales and
operating income significantly increasing over the past several
years.  As the worlds leading manufacturer of tooling and
electronic control systems for the plastics injection molding
industry, D-M-E has increased operating profit from $15.2 million
in FY 1991 to $19.1 million in FY 1993, a 25.6 percent increase. 
Equally impressive has been the performance of Fairchild
Communications Services Company, the largest provider of
comprehensive telecommunications services for tenants in
commercial office buildings in the United States, with operating
profit of $4.1 million in FY 1990 increasing to $14.7 million in
FY 1993, a 259 percent increase.

The Fairchild Corporation is a leading supplier of aerospace
fasteners, tooling and electronic control systems for the
plastics injection molding industry, and telecommunications
services for tenants in commercial office buildings.  In
addition, Fairchild has a significant equity investment in Banner
Aerospace, Inc. (NYSE:BAR), a leading distributor of aircraft
replacement parts.

For further information, contact:  John D. Jackson at Fairchild
                                   (703) 478-5872

                            ###