UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C.  20549

	

SCHEDULE 13G/A
Amendment No. 2
Under the Securities Exchange Act of 1934

	   Fairchild Corporation 

	     (Name of Issuer)

                Class A
          
	(Title of Class of Securities)

              303698104
             
	     (CUSIP Number)



           December 31, 2004
         
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

[ X  ]	Rule 13d-1(b)
[    ]	Rule 13d-1(c)
[    ]	Rule 13d-1(d)


CUSIP No.  303698104

1.Names of Reporting Persons.

Steinberg Asset Management LLC

I.R.S. Identification Nos. of above persons (entities only).

06-1623775

2.Check the Appropriate Box if a Member of a Group 

(a) [  ]
(b) [  ]

3.SEC Use Only 

4.Citizenship or Place of Organization 

            Delaware, United States

Number of 
Shares 
Beneficially 
Owned by 
Each 
Reporting 
Person With

5.Sole Voting Power	974,509

6.Shared Voting Power	None

7.Sole Dispositive Power  1,060,809

8.Shared Dispositive Power	None

9.Aggregate Amount Beneficially Owned by Each Reporting Person	1,060,809

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

11.Percent of Class Represented by Amount in Row (9) 4.70%
 
12.Type of Reporting Person:  IA



Item 1(a).	Name of Issuer:

		Fairchild Corporation

Item 1(b).	Address of Issuer's Principal Executive Offices:

		1750 Tysons Blvd.
		Suite 1400
		McLean, VA 22102


						
Item 2(a).	Name of Person Filing
Item 2(b).	Address of Principal Business Office or, if None, Residence
Item 2(c).	Citizenship
		
		Steinberg Asset Management, LLC
		12 East 49th Street
		Suite 1202
		New York, NY 10017
		
		Delaware

		
Item 2(d).	Title of Class of Securities:

		Class A

Item 2(e).	CUSIP Number:

		302698104	

Item 3.	If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) 
	or (c), Check Whether the Person Filing is a:
		
	(a) - Broker or dealer registered under Section 15 of the Act.
	(b) - Bank as defined in Section 3(a)(6) of the Act.
	(c) - Insurance company as defined in Section 3(a)(19) of the Act.
	(d) - Investment company registered under Section 8 of the Investment Company 
        	Act of 1940.
	(e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
	(f) - An employee benefit plan or endowment fund in accordance with 
		240.13d-1(b)(1)(ii)(F);
	(g) - A parent holding company or control person in accordance with 240.13d-	
		1(b)(1)(ii)(G);
	(h) - A savings association as defined in Section 3(b) of the Federal Deposit 	
		 Insurance Act;
	(i) - A church plan that is excluded from the definition of an investment 		
		 company under Section 3(c)(14) of the Investment Company Act of 1940;
	(j) - Group, in accordance with 240.13d-1(b)(1)(ii)(J).
 
Item 4.		Ownership:

	a. Amount beneficially owned: 1,060,809

	b. Percent of Class: 4.70%
	
	c. Number of shares as to which the person has:
	
		(i) Sole power to vote or to direct the vote 931,715

		(ii) Shared power to vote or to direct the vote	None

		(iii)Sole power to dispose or to direct the disposition of 1,078,925
		
		(iv) Shared power to dispose or to direct the disposition None



Item 5.	Ownership of Five Percent or Less of a Class:

	[ X ]

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the 
	Security Being Reported on By the Parent Holding Company of Control 
	Person:

	Not applicable.

Item 8.	Identification and Classification of Members of the Group:

	Not applicable.

Item 9.	Notice of Dissolution of Group:

	Not applicable.

Item 10.Certification:
	
By signing below I certify that, to the best of my knowledge and belief, the 
securities referred to above were not acquired and are not held for 
the purpose of or with the effect of changing or influencing the control 
of the issuer of the securities and were not acquired and are not held in 
connection with or as a participant in any transaction having that purpose 
or effect. 


		SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and correct. 

Date	February 8, 2005		
	

	By:/s/ Steven Feld

Steven Feld
Title:   Managing Director