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                                                                     EXHIBIT 4.2

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

                     --------------------------------------

                  Fairchild Semiconductor International, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Company"), does hereby certify:

         FIRST: That by the unanimous written consent of the board of directors
         of the Company, dated March 17, 2000, resolutions were duly adopted
         setting forth a proposed amendment to the Restated Certificate of
         Incorporation of the Company, declaring said amendment to be advisable
         and calling for consideration of said proposed amendment by the
         stockholders of the Company. The resolution setting forth the proposed
         amendment is as follows:

                                    RESOLVED, that the Restated Certificate of
                  Incorporation of the Company be amended to increase the number
                  of authorized shares of Class A Common Stock, par value $.01
                  per share, of the Company to 140,000,000 from 110,000,000, and
                  to increase the number of authorized shares of Class B Common
                  Stock, par value $.01 per share, of the Company to 140,000,000
                  from 110,000,000, so that, accordingly, Section 5 of the
                  Restated Certificate of Incorporation reads in its entirety as
                  follows:

                           5. AUTHORIZED CAPITAL. The aggregate number of shares
                           of stock which the Corporation shall have authority
                           to issue is 280,100,000 shares, divided into three
                           classes consisting of 100,000 shares of Preferred
                           Stock, par value $.01 per share ("Preferred Stock");
                           140,000,000 shares of Class A Common Stock, par value
                           $.01 per share ("Class A Common Stock"); and
                           140,000,000 shares of Class B Common Stock, par value
                           $.01 per share ("Class B Common Stock"). Class A
                           Common Stock and Class B Common Stock are hereinafter
                           sometimes individually or collectively referred to as
                           "Common Stock."


         SECOND: That thereafter, pursuant to the resolution of the board of
         directors, the proposed amendment was duly approved by the stockholders
         of the Company's Class A Common Stock at the Company's Annual Meeting
         of Stockholders on May 16, 2000, and, by written consent dated May 16,
         2000, by the sole stockholder of the Company's Class B Common Stock.

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         THIRD: That said amendment was duly adopted in accordance with the
         provisions of Sections 242, 222 and 228 of the General Corporation Law
         of the State of Delaware.

                  IN WITNESS WHEREOF, the Company has caused this Certificate to
         be executed by Daniel E. Boxer, its Executive Vice President and
         Secretary, this 16th day of May, 2000.



                                     By: /s/ Daniel E. Boxer
                                         --------------------------------------
                                         Daniel E. Boxer
                                         Executive Vice President and Secretary