8-K

2


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                                  UNITED STATES
                       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): May 9, 2002


                          Commission File Number 1-6560


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

              Delaware                                34-0728587
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  Incorporation or organization)

                45025 Aviation Drive, Suite 400, Dulles, VA 20166
                    (Address of principal executive offices)

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







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Item 4. Changes in Registrant's Certifying Accountant.

     On May 9, 2002, upon the recommendation of our Audit Committee, the Board
of Directors dismissed Arthur Andersen LLP as our independent auditors and
appointed Ernst & Young LLP to serve as The Fairchild Corporation's independent
auditors for the current fiscal year which ends on June 30, 2002. The change in
auditors is effective immediately. Arthur Andersen's reports on The Fairchild
Corporation's consolidated financial statements for each of the past two fiscal
years did not contain an adverse opinion or disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope or accounting
principles. During each of our two most recent fiscal years and through the date
of this report, there were: (i) no disagreements with Arthur Andersen on any
matter of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Arthur Andersen's
satisfaction, would have caused them to make reference to the subject matter in
connection with their report on our consolidated financial statements for such
years; and (ii) there were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K. We have provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
May 13, 2002, stating its agreement with such statements. During each of our two
most recent fiscal years and through the date of this report, The Fairchild
Corporation did not consult Ernst & Young with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our consolidated
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed with this report:

Exhibit 16 - Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 9, 2002.

Exhibit 99 - Press Release dated May 14, 2002.


SIGNATURE

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


                                            For THE FAIRCHILD CORPORATION
                                            (Registrant) and as its Chief
                                            Financial Officer:

                                            By:  /s/ JOHN L. FLYNN
                                                 -----------------
                                                     John L. Flynn
                            Senior Vice President and
                                                     Chief Financial Officer


Date:    May 14, 2002

EX-99

                                          For Immediate Release
                                          Contact:  John L. Flynn  703/478-5830
                                          Jflynn@fairchild.com

The Fairchild Corporation [NYSE: FA] Selects Ernst & Young as Independent
Auditor

     Dulles, VA (May 14, 2002) - The Fairchild Corporation [NYSE: FA] announced
today its Board of Directors has appointed Ernst & Young LLP as the Company's
independent auditor for fiscal 2002, replacing Arthur Andersen, LLP.

     The change was based upon the unanimous recommendation of the Audit
Committee. Prior to the appointment of Ernst & Young LLP, Arthur Andersen had
served as the Company's independent accountants since 1962.

     The Fairchild Corporation is a leading worldwide manufacturer and supplier
of precision fastening systems used in the construction and maintenance of
commercial and military aircraft, and a distributor of aerospace parts.
Fairchild Fasteners has manufacturing facilities, as well as sales/design
customer teams in the United States, Germany, France, the United Kingdom,
Portugal, Hungary, and Australia. Because of its unique ability to serve
customers worldwide from its manufacturing and logistics businesses, Fairchild
Fasteners offers the market the most complete and innovative solutions to the
delivery, stocking, and dispensing of fasteners. Banner Aerospace, The Fairchild
Corporation's aerospace distribution segment, provides aircraft parts and
services. The Fairchild Corporation also owns a significant real estate
investment. Additional information is available on The Fairchild Corporation web
site (www.fairchild.com).

EX-16

May 13, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated May 9, 2002 of The Fairchild
Corporation to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.

Very truly yours,





Arthur Andersen LLP

cc: Mr. John Flynn, Chief Financial Officer, The Fairchild Corporation