8-K

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

November 7, 2003

Date of Report (Date of earliest event reported)

Commission File Number 1-6560

THE FAIRCHILD CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

(State of incorporation or organization)

34-0728587

(I.R.S. Employer Identification No.)

45025 Aviation Drive, Suite 400, Dulles, VA 20166

(Address of principal executive offices)

(703) 478-5800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

FORWARD-LOOKING STATEMENTS:

Certain statements in this filing and the press release attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operation and business. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions. These forward-looking statements involve risks and uncertainties, including current trend information, projections for deliveries, backlog and other trend estimates, that may cause our actual future activities a nd results of operations to be materially different from those suggested or described in this financial discussion and analysis by management. These risks include: our ability to find, acquire and successfully operate one or more new businesses; product demand; our dependence on the aerospace industry; customer satisfaction and quality issues; labor disputes; competition; our ability to achieve and execute internal business plans; worldwide political instability and economic growth; military conflicts; reduced airline revenues as a result of the September 11, 2001 terrorist attacks on the United States, and their aftermath; reduced airline travel due to SARS; and the impact of any economic downturns and inflation.

If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Given these uncertainties, users of the information included in this financial discussion and analysis by management, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not intend to update the forward-looking statements included in this Annual Report, even if new information, future events or other circumstances have made them incorrect or misleading.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(C) Exhibits.

99 Press Release Dated November 7, 2003, regarding our operating results for the first quarter ended September 30, 2003.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION:

On November 7, 2003, we issued a press release announcing our operating results for the first quarter ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99, and is hereby incorporated by reference.

DISCLAIMER:

The information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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 hereunto duly authorized.

Dated: November 7, 2003

THE FAIRCHILD CORPORATION

By: /s/ Donald E. Miller
Name:  Donald E. Miller
Title:  Executive Vice President,
  General Counsel and Secretary

EX-99

Exhibit 99

For Immediate Release
Contact: John L. Flynn
Chief Financial Officer
703-478-5830
Email: jflynn@fairchild.com

THE FAIRCHILD CORPORATION (NYSE:FA) ANNOUNCES ITS FIRST QUARTER RESULTS

Dulles, Virginia (November 7, 2003) - The Fairchild Corporation (NYSE: FA) announced today that revenues were $19.3 million for its first quarter ended September 30, 2003, compared to revenues of $19.3 million the quarter ended September 29, 2002. The Company reported a net loss of $2.8 million, or $0.11 per share, for its first quarter ended September 30, 2003, as compared to a net loss of $7.3 million, or $0.30, per share, for its first quarter ended September 29, 2002.

Fairchild recently announced that its German subsidiary closed on the acquisition of Hein Gericke, PoloExpress, and IFW. Sales of Hein Gericke, PoloExpress, and IFW for its most recent year ended September 30, 2003, were EUR 226 million. Eric Steiner, President and Chief Operating Officer of The Fairchild Corporation, stated: "We see this acquisition as the first step of many to be taken to build a new division of Fairchild, one which will offer several new opportunities for further development."

Fairchild is continuing to investigate other acquisition opportunities, which will enhance a strong foundation for the long term.

About The Fairchild Corporation

The Fairchild Corporation is now engaged in a retail segment, which designs, manufactures, and sells protective clothing, helmets, and technical accessories for motorcyclists. The aerospace distribution business stocks and distributes a wide variety of parts to aircraft operators and aerospace companies providing aircraft parts and services to customers worldwide. The Fairchild Corporation also owns and operates a shopping center located in Farmingdale, New York. Additional information is available on The Fairchild Corporation web site (www.fairchild.com).

This news release may contain forward looking statements within the meaning of Section 27-A of the Securities Act of 1933, as amended, and Section 21-E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those set forth in the forward-looking statements, as a result of the risks associated with the Company's business, changes in general economic conditions, and changes in the assumptions used in making such forward-looking statements.

THE FAIRCHILD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

	Three Months Ended
REVENUE:	09/30/03	09/29/02
Net sales	$ 16,948	$ 17,406
Rental revenue	2,304	1,888
	19,252	19,294
COSTS AND EXPENSES:
Cost of goods sold	13,520	13,416
Cost of rental revenue	1,387	1,232
Selling, general & administrative	10,103	8,481
Other (income) expense, net	(76)	(97)
	24,934	23,032
OPERATING LOSS	(5,682)	(3,738)
Interest expense	2,055	11,499
Interest income	(1,297)	(751)
Net interest expense	758	10,748
Investment income (loss)	1,030	(52)
Increase (decrease) in fair market value of interest rate contract	2,650	(6,775)
Loss from continuing operations before taxes	(2,760)	(21,313)
Income tax benefit (provision)	(9)	7,342
Equity in earnings of affiliates, net	199	-
Minority interest, net	36	-
Loss from continuing operations	(2,534)	(13,971)
Earnings (loss) from discontinued operations, net	(301)	6,663
NET LOSS	$ (2,835)	$ (7,308)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Loss from continuing operations	$ (0.10)	$ (0.56)
Earnings (loss) from discontinued operations, net	(0.01)	0.26
NET LOSS	$ (0.11)	$ (0.30)
Weighted average shares outstanding	25,184	25,162
SEGMENT RESULTS:
Revenues
Aerospace Distribution Segment	$ 14,854	$ 14,977
Aerospace Manufacturing Segment	2,091	2,429
Real Estate Operations Segment	2,304	1,888
Corporate and Other	3	-
Total	$ 19,252	$ 19,294
Operating Income (Loss):
Aerospace Distribution Segment	$ 378	$ 648
Aerospace Manufacturing Segment	(506)	(268)
Real Estate Operations Segment	850	595
Corporate and Other	(6,404)	(4,713)
Total	$ (5,682)	$ (3,738)