8-K

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                       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 30, 2000



                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)



                                                        
           DELAWARE                        001-15181             04-3363001
(State or other jurisdiction of        (Commission File       (I.R.S. Employer
 incorporation or organization)             Number)          Identification No.)




                              82 RUNNING HILL ROAD
                           SOUTH PORTLAND, MAINE 04106
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (207) 775-8100



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ITEM 5.  OTHER EVENTS

         On May 30, 2000 Fairchild Semiconductor International, Inc.
("Fairchild") announced the completion of its acquisition of QT Optoelectronics,
Inc. Further information is included in Fairchild's press release incorporated
herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

c)       Exhibits

              99.1     Press Release dated May 30, 2000


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                                    SIGNATURE

         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.


                                     Fairchild Semiconductor International, Inc.


         Date:  June 1, 2000         By: /s/ David A. Henry
                                     -------------------------------------------
                                         David A. Henry
                                         Vice President, Corporate Controller
                                         (Principal Accounting Officer and
                                         Duly Authorized Officer)



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EX-99.1

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                                                                    Exhibit 99.1

For Immediate Release                            www.fairchildsemi.com
                                                 May 30, 2000
                                                 Corporate Communications:
                                                 Fran Harrison
                                                 207-775-8576
                                                 fran.harrison@fairchildsemi.com

                                                 Investor Relations:
                                                 Pete Groth
                                                 207-775-8660
                                                 Investor@spf.fairchildsemi.com

                                                 Public Relations Firm:
                                                 Chris Carleton
                                                 CHEN PR
                                                 781-466-8282
                                                 Ccarleton@chenpr.com



NEWS RELEASE

Fairchild Semiconductor Completes Acquisition of QT Optoelectronics

Acquisition expands Fairchild's portfolio to all multi-market segments

South Portland, ME -- Fairchild Semiconductor International (NYSE: FCS) today
announced the completion of its acquisition of QT Optoelectronics, Inc. (QTO),
the world's largest independent company focused solely on optoelectronics.
Fairchild acquired QTO for approximately $97.8 million dollars, 87.5 percent
paid in Fairchild stock with the remainder in cash. QTO will retain its identity
as QT Optoelectronics, a Fairchild company.

QTO, with 1500 employees worldwide, is now a wholly owned subsidiary of
Fairchild Semiconductor International. QTO designs and produces more than 750
components in three product lines: optocouplers, LED (light emitting diodes)
lamps and displays and infrared components. The company is based in Sunnyvale,
California, where it maintains engineering and product marketing operations.
Primary engineering and manufacturing operations are in Kuala Lumpur, Malaysia,
and Wuxi, China. A wafer fabrication and die preparation facility is in
Singapore.

The acquisition moves Fairchild into the $6 billion optoelectronics market
opportunity, and adds customers such as Rockwell, Nortel, Lucent, Celestica,
Philips, Motorola, Honeywell and IBM, as well as the world's largest component
distributors including Arrow, Avnet and Future Electronics.

"By entering the optoelectronics market, Fairchild now participates in all key
multi-market segments," says Kirk Pond, Fairchild's president, chairman and CEO.
"With QTO as a base, Fairchild plans to increase its presence in the
optoelectronics market through additional acquisitions. QTO strengthens our
communications and computer markets, while creating new opportunities in the
automotive and consumer segments. We are pleased to offer QTO's line to our
existing customers and look forward to growing this business."

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QTO projects 2000 revenues to be nearly $90 million. "The QTO acquisition is a
winning deal all around," says Joe Martin, executive vice president and chief
financial officer for Fairchild. "Our shareholders obtain a new business which
we expect will immediately add to our earnings per share while opening up
tremendous growth opportunities. We believe QTO is in a position to grow 25
percent this year over 1999, with its profit before tax running at about 15
percent. QTO will benefit from Fairchild's product development and manufacturing
expertise, its global sales force and financial strength. Fairchild enters the
$6 billion optoelectronics market with a strong foundation."

QTO's President and CEO Steve Sherman says QTO will benefit from Fairchild's
design and process technology, manufacturing and packaging capability and
financial resources. "QTO provides a solid foundation upon which Fairchild can
continue to expand in the optoelectronics business. We have all the key pieces
of the business. By adding pieces of other optoelectronic companies to our
platform through acquisition and expansion of our own product line, we intend to
aggressively grow QTO. These additional resources will enable us to accelerate
our growth," he says. "All of us at QTO are excited about becoming part of the
Fairchild family, which makes us a stronger organization."

Since becoming an independent company in 1997, Fairchild has more than doubled
its annual revenues from $690 million to a current run rate of more than $1.6
billion and is pursuing a Phase Two growth strategy that includes internal
growth through new product development and future acquisitions in order to
double revenues by 2002.

Fairchild issued approximately 1.9 million shares of its Class A Common Stock,
paid approximately $12.2 million in cash and assumed $14 million in QTO debt in
the transaction, which is subject to post-closing price adjustments.

Fairchild Semiconductor International (www.fairchildsemi.com) is a global
company solely focused on designing, manufacturing and marketing high
performance semiconductors for multiple end market uses. Fairchild's
multi-market components are used in computer, telecommunications, automotive,
consumer and industrial applications. Supplying analog, power, interface,
optoelectronics, logic, mixed signal, and non-volatile memory products,
Fairchild is filling the gap in the global supply of building block
semiconductors. The company is headquartered in South Portland, Maine, USA, with
10,000 employees worldwide. Additional manufacturing facilities are located in
Utah, South Korea, China, Singapore, Malaysia and the Philippines, with regional
sales offices throughout the world.

Special Note on Forward Looking Statements:
This news release includes "forward-looking statements" within the meaning of
section 21E of the Securities Exchange Act of 1934. Forward looking statements
often, though not always, include words or phrases such as "believe," "expect,"
"estimate," "intends," and "appears." Forward looking statements that express
our beliefs, plans, objectives, or future events or performance may involve
estimates, assumptions, risks, and uncertainties. In addition to factors
discussed above, many other factors could cause actual results to differ
materially from those expressed in the forward looking statements. Among these
factors are the following: changes in overall economic conditions; changes in
demand for our products; changes in inventories at our customers and

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distributors; technological and product development risks; availability of
manufacturing capacity; availability of raw materials; competitors' actions;
loss of key customers; order cancellations or reduced bookings; changes in
manufacturing yields or output; significant litigation and the impact on our
business due to internal systems or systems of suppliers and other third parties
adversely affected by year 2000 problems. Other risk factors are listed in the
company's Form 10-K for the year ended 26 December 1999 (see the Risk Factors
section of the Business description and the Outlook and Business Risk section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations).

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