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): SEPTEMBER 11, 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 September 11, 2000 Fairchild Semiconductor International, Inc.
("Fairchild") announced acquisitions of KOTA Microcircuits, Inc. and the power
management business of Micro Linear Corporation. Further information is included
in Fairchild's press release incorporated herein by reference.


     c) Exhibits

        99.1     Press Release dated September 11, 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:  September 12, 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
SEPTEMBER 11, 2000                                         ---------------------

                                                 Corporate Communications:
                                                 Fran Harrison
                                                 207-775-8576
                                                 fran.harrison@fairchildsemi.com
                                                 -------------------------------

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



NEWS RELEASE
- ------------

           FAIRCHILD SEMICONDUCTOR INTERNATIONAL COMPLETES ACQUISITION
              OF KOTA MICROCIRCUITS, INC. AND MICRO LINEAR'S POWER
                               MANAGEMENT BUSINESS

              Acquisitions boost Fairchild's Global Analog Business


SOUTH PORTLAND, MAINE -FAIRCHILD SEMICONDUCTOR INTERNATIONAL (NYSE: FCS)
ANNOUNCED TODAY THE SUCCESSFUL ACQUISITION OF KOTA MICROCIRCUITS, INC., BASED IN
LOVELAND, COLORADO, AND THE POWER MANAGEMENT BUSINESS OF MICRO LINEAR, BASED IN
SAN JOSE, CALIFORNIA, SIGNIFICANTLY EXPANDING FAIRCHILD'S GLOBAL ANALOG
BUSINESS.

Fairchild acquired the two companies for $21 million in cash and stock. "We
expect the combined revenue of these companies to reach $30 to $40 million in
calendar year 2001. That's a prudent investment in my book," says Kirk Pond,
Fairchild's president, chairman and CEO. "This is good for Fairchild
Semiconductor, our shareholders and our customers."

KOTA Microcircuits positions Fairchild with leading technology in the
operational amplifier market, representing a $2.8 billion total available market
in 2000, according to the WSTS. The acquisition will expand Fairchild's
penetration into markets that include cellular phones, CD-R/W drives and
portable applications.

Micro Linear's power management business broadens Fairchild's extensive analog
portfolio with products that include offline power switches, low power battery
management, video filters and bus terminators.

In 28 months Fairchild has grown its analog business from zero to $400 million
and its target is to reach $1 billion within three years. Fairchild has built a
rapidly growing analog business that is now among the top five power analog
players. Expertise includes core design capabilities of MCU, PWM, LDO and
programmable devices, in three key process technologies, BiCMOS, BiDMOS and
CMOS. With a full range of voltage and currents Fairchild offers technologies
optimized for Power Conversion/Management, Data Conversion and Analog Signal
Processing. Fairchild offers its customers the ability to design products and
rapidly ramp up to manufacturing on a worldwide basis.

Fairchild manufactures over 700 analog devices including the top 100 highest
volume products. All of these have either been developed or acquired since March
1997. The Micro Linear and KOTA businesses will add another 550 products to
Fairchild's analog line. Fairchild has introduced over 80 new analog products in
this calendar year.


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Fairchild Semiconductor's Phase II growth plan includes strategic acquisitions,
as well as an emphasis on new product development. "We're not finished yet,"
says Joe Martin, Fairchild's executive vice president and chief financial
officer. "Acquisition is still on our agenda. We're looking for businesses that
can increase our product portfolio, give us entry into a new regional market,
and add to our earnings. Acquisition remains part of our strategy."

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 power, analog & mixed signal,
interface, logic, and optoelectronics 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
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; and significant litigation. 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).