EXHIBIT 99.1

 
                    [Letterhead of Banner Aerospace, Inc.]




                                     , 1998


Dear Stockholder:

          As you are by now aware, The Fairchild Corporation, a Delaware
corporation ("Fairchild") has made an offer (the "Exchange Offer") to purchase
4,000,000 shares (the "Shares") of Common Stock, par value $.01 (the "Common
Stock") of Banner Aerospace, Inc., a Delaware corporation (the "Company") at a
price of $12.50 per Share payable in shares of Class A Common tock of Fairchild.
Enclosed is a copy of the Company's Statement on Schedule 14D-9 which was filed
with the Securities and Exchange Commission and sets forth the Company's
response to the Exchange Offer.

          Fairchild currently beneficially owns approximately 66% of the
outstanding Common Stock of the Company and three of the nine directors of the
Company are affiliated with Fairchild.  In addition, the Company is a party to
certain agreements with Fairchild relating to the operations of the Company
described in the enclosed Schedule 14D-9.  Due to the affiliation between
Fairchild and the Company, among other things, the Company and its Board of
Directors is subject to certain conflicts of interest with respect to the
Exchange Offer.

          As a result of the existing and potential conflicts of interest, which
conflicts of interest are more fully described in the enclosed Schedule 14D-9,
neither the Company nor the Board of Directors expresses any opinion or makes
any recommendation as to whether stockholders should tender their Common Stock
in response to the Exchange Offer.

          Stockholders are advised to carefully read the enclosed Schedule 14D-9
and consult with their own legal counsel and financial advisors.


                                        BANNER AEROSPACE, INC.