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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-52060

[LOGO FAIRCHILD SEMICONDUCTOR(TM)]


                                10,000,000 Shares

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

                              Class A Common Stock

                                   -----------

     This prospectus relates to 10,000,000 shares of our Class A Common Stock
that we may issue and offer for sale from time to time in connection with
business combination transactions or acquisitions in amounts, at prices and on
terms as we may determine at the time of offering. We have not fixed a period of
time during which the Class A Common Stock offered by this prospectus may be
offered or sold.


     We will pay all expenses of this offering. No underwriting discounts or
commissions will be paid in connection with the issuance of Class A Common Stock
in business combination transactions or acquisitions, although finder's fees may
be paid with respect to specific acquisitions. Any person receiving a finder's
fee may be deemed to be an underwriter within the meaning of Section 2(11) of
the Securities Act of 1933.


     Our Class A Common Stock is listed on The New York Stock Exchange under the
symbol "FCS." The last reported sale price of our Class A Common Stock on March
22, 2001 was $14.63 per share.



     INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
STARTING ON PAGE 2.




     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


                 The date of this prospectus is March 23, 2001.

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                                TABLE OF CONTENTS


SUMMARY................................................................1

RISK FACTORS...........................................................2

USE OF PROCEEDS........................................................9

PLAN OF DISTRIBUTION...................................................9

WHERE YOU CAN FIND MORE INFORMATION -
       INCORPORATION BY REFERENCE......................................9

RESTRICTIONS ON RESALE................................................10

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS............................10

EXPERTS...............................................................11


THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT
THE COMPANY THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS DOCUMENT. THAT
INFORMATION IS AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST. SEE THE
SECTION ENTITLED "WHERE YOU CAN FIND MORE INFORMATION - INCORPORATION BY
REFERENCE." TO OBTAIN DOCUMENTS OR INFORMATION THAT IS INCORPORATED BY
REFERENCE, CONTACT US AT:

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                   82 RUNNING HILL ROAD
                   SOUTH PORTLAND, ME 04106
                   TELEPHONE 207-775-8100
                   ATTENTION: GENERAL COUNSEL


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                               PROSPECTUS SUMMARY

     This summary may not contain all of the information that may be important
to you. You should read the entire prospectus, including information that is
incorporated by reference, before making an investment decision.

     THIS OFFERING. We are offering shares of our Class A Common Stock that we
may issue from time to time in connection with acquisitions by us or our
subsidiaries of other businesses, assets or securities. We expect the terms of
such acquisitions will be determined by direct negotiations with the owners or
controlling persons of the businesses, assets or securities we may acquire.

     ABOUT OUR COMPANY. Fairchild Semiconductor International, Inc. is a leading
independent semiconductor company focused solely on multi-market products.
Through our subsidiaries, including Fairchild Semiconductor Corporation, we
design, manufacture, market and sell multi-market semiconductors around the
world. More information about our company can be found in this prospectus and in
the reports and other information incorporated by reference in this prospectus.
See the section entitled "Where You Can Find More Information - Incorporation By
Reference" on page 9.

     Our principal executives offices are located at 82 Running Hill Road, South
Portland, Maine 04106 and our telephone number is 207-775-8100.

     IMPORTANT RISKS. Our business is subject to many risks that you should
consider carefully before you decide to invest in our Class A Common Stock. See
the "Risk Factors" section beginning on page 2.

     IMPORTANT INFORMATION IS INCORPORATED BY REFERENCE. In this prospectus, we
disclose important information to you by referring you to reports and other
information that we have filed or will file with the Securities and Exchange
Commission. The information that we refer you to is said to be "incorporated by
reference" into this prospectus. See the section entitled "Where You Can Find
More Information - Incorporation By Reference" on page 9 to learn how you can
find the information that is incorporated by reference.


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                                  RISK FACTORS

     You should carefully consider the following factors and other information
included or incorporated by reference in this prospectus before deciding to
invest in shares of our Class A Common Stock.

DOWNTURNS IN THE HIGHLY CYCLICAL SEMICONDUCTOR INDUSTRY OR CHANGES IN END USER
MARKET DEMANDS COULD REDUCE THE VALUE OF OUR BUSINESS.

     The semiconductor industry is highly cyclical and the value of our business
may decline during the "down" portion of these cycles. During the latter half of
fiscal year 1998 and most of fiscal year 1999, we, as well as many others in our
industry, experienced significant declines in the pricing of our products as
customers reduced demand forecasts and manufacturers reduced prices to keep
capacity utilization high. We believe these trends were due primarily to the
Asian financial crisis during that period and excess personal computer
inventories. We may experience renewed, possibly more severe and prolonged
downturns in the future as a result of such cyclical changes. In addition, we
may experience significant changes in our profitability as a result of
variations in sales, changes in product mix, price competition for orders,
changes in end user markets and the costs associated with the introduction of
new products. The market value of the stock of many semiconductor companies,
including ours, has recently declined, possibly although not necessarily as a
result of reduced demand for personal computers and cellular telephones. Reduced
demand for our products could adversely affect our financial position and
prospects. In addition, perceived changes in the demand for our products,
whether or not reflected in fact, could reduce the market price of our Class A
Common Stock if stockholders or investors believe that such changes could
adversely affect the our financial condition or business prospects.

NEW TECHNOLOGIES COULD RESULT IN THE DEVELOPMENT OF NEW PRODUCTS AND A DECREASE
IN DEMAND FOR OUR PRODUCTS, AND WE MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS TO
SATISFY CHANGES IN CONSUMER DEMANDS.

     Our failure to develop new technologies, or react to changes in existing
technologies, could materially delay development of new products, which could
result in decreased revenues and a loss of market share to our competitors.
Rapidly changing technologies and industry standards, along with frequent new
product introductions, characterize the semiconductor industry. Our financial
performance depends on our ability to design, develop, manufacture, assemble,
test, market and support new products and enhancements on a timely and
cost-effective basis. We cannot assure you that we will successfully identify
new product opportunities and develop and bring new products to market in a
timely and cost-effective manner, or that products or technologies developed by
other companies will not render our products or technologies obsolete or
noncompetitive. A fundamental shift in technologies in our product markets could
have a material adverse effect on our competitive position within our industry.

BECAUSE MUCH OF OUR SUCCESS AND VALUE LIES IN OUR OWNERSHIP AND USE OF
INTELLECTUAL PROPERTY, OUR FAILURE TO PROTECT THAT PROPERTY COULD ADVERSELY
AFFECT OUR FUTURE GROWTH AND CONTINUED SUCCESS.

     Failure to protect our existing intellectual property rights may result in
the loss of valuable technologies or having to pay other companies for
infringing on their intellectual property rights. We rely on patent, trade
secret, trademark and copyright law to protect such technologies. Some of our
technologies are not covered by any patent or patent application, and we cannot
assure you that:

     -    any of the more than 250 U.S. patents owned by us or numerous other
          patents which third parties license to us will not be invalidated,
          circumvented, challenged or licensed to other companies; or

     -    any of our pending or future patent applications will be issued within
          the scope of the claims sought by us, if at all.

     In addition, effective patent, trademark, copyright and trade secret
protection may be unavailable, limited or not applied for in some foreign
countries.

     We also seek to protect our proprietary technologies, including
technologies that may not be patented or patentable, in part by confidentiality
agreements and, if applicable, inventors' rights agreements with our



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collaborators, advisors, employees and consultants. We cannot assure you that
these agreements will not be breached, that we will have adequate remedies for
any breach or that such persons or institutions will not assert rights to
intellectual property arising out of such research. Some of our technologies
have been licensed on a non-exclusive basis from National Semiconductor
Corporation, Samsung Electronics Co., Ltd. and other companies which may license
such technologies to others, including, in the case of National Semiconductor
commencing on March 11, 2002, our competitors. In addition, under a technology
licensing and transfer agreement, National Semiconductor has limited
royalty-free, worldwide license rights (without right to sublicense) to some of
our technologies. If necessary or desirable, we may seek licenses under patents
or intellectual property rights claimed by others. However, we cannot assure you
that we will obtain such licenses or that the terms of any offered licenses will
be acceptable to us. The failure to obtain a license from a third party for
technologies we use could cause us to incur substantial liabilities and to
suspend the manufacture or shipment of products or our use of processes
requiring the technologies.

OUR FAILURE TO OBTAIN OR MAINTAIN THE RIGHT TO USE CERTAIN TECHNOLOGIES MAY
NEGATIVELY AFFECT OUR FINANCIAL RESULTS.

     Our future success and competitive position depend in part upon our ability
to obtain or maintain proprietary technologies used in our principal products,
which is achieved in part by defending claims by competitors of intellectual
property infringement. The semiconductor industry is characterized by litigation
regarding patent and other intellectual property rights. We are involved in
lawsuits, and could become subject to other lawsuits, in which it is alleged
that we have infringed upon the intellectual property rights of other companies.
Our involvement in existing and future intellectual property litigation could
result in significant expense to our company, adversely affecting sales of the
challenged product or technologies and diverting the efforts of our technical
and management personnel, whether or not such litigation is resolved in our
favor. In the event of an adverse outcome as a defendant in any such litigation,
we may be required to:

     -    pay substantial damages;

     -    indemnify customers for damages they might suffer if the products they
          purchase from us violate the intellectual property rights of others;

     -    stop our manufacture, use, sale or importation of infringing products;

     -    expend significant resources to develop or acquire non-infringing
          technologies;

     -    discontinue processes; or

     -    obtain licenses to the infringing technologies.

     We cannot assure you that we would be successful in such development or
acquisition or that such licenses would be available under reasonable terms. Any
such development, acquisition or license could require the expenditure of
substantial time and other resources.

WE MAY NOT BE ABLE TO CONSUMMATE FUTURE ACQUISITIONS, AND CONSEQUENCES OF THOSE
ACQUISITIONS WHICH THE COMPANY DOES COMPLETE MAY ADVERSELY AFFECT IT.

     We plan to continue to pursue additional acquisitions of related
businesses. The expense incurred in consummating the future acquisition of
related businesses, or our failure or inability to integrate such businesses
successfully into our existing businesses, could result in our company incurring
unanticipated expenses and losses. In addition, we may not be able to identify
or finance additional acquisitions, or realize any anticipated benefits from
acquisitions we do complete.

     Should we successfully acquire another business, the process of integrating
acquired operations into our existing operations may result in unforeseen
operating difficulties and may require significant financial resources that
would otherwise be available for the ongoing development or expansion of
existing operations. Some of the risks associated with acquisitions include:



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     -    Unexpected losses of key employees or customers of the acquired
          company;

     -    Conforming the acquired company's standards, processes, procedures and
          controls with our operations;

     -    Coordinating new product and process development;

     -    Hiring additional management and other critical personnel; and

     -    Increasing the scope, geographic diversity and complexity of our
          operations.

     In addition, although Samsung Electronics assists us in integrating the
operations of the power device business, which we acquired from Samsung
Electronics in 1999, into our operations under to a transitional services
agreement we entered into when we acquired that business, we may encounter
unforeseen obstacles or costs in such integration and in the integration of
other businesses we acquire.

     In addition, we may issue equity securities to pay for any future
acquisitions, which may be dilutive to our existing stockholders. We may also
incur debt or assume contingent liability in connection with acquisitions,
which could harm our operating results.

     Possible future acquisitions could result in the incurrence of additional
debt, contingent liabilities and amortization expenses related to goodwill and
other intangible assets, all of which could have a material adverse effect on
our financial condition and operating results.

PRODUCTION TIME AND THE OVERALL COST OF PRODUCTS COULD INCREASE IF WE WERE TO
LOSE ONE OF OUR PRIMARY SUPPLIERS OR IF A PRIMARY SUPPLIER INCREASED THE PRICES
OF RAW MATERIALS.

     Our manufacturing operations depend upon obtaining adequate supplies of raw
materials on a timely basis, and our results of operations could be adversely
affected if we were unable to obtain adequate supplies of raw materials in a
timely manner or if the costs of raw materials increased significantly. We
purchases raw materials such as silicon wafers, lead frames, mold compound,
ceramic packages and chemicals and gases from a limited number of suppliers on a
just-in-time basis. From time to time, suppliers may extend lead times, limit
supplies or increase prices due to capacity constraints or other factors. In
addition, we subcontract a portion of our wafer fabrication and assembly and
test operations to other manufacturers, including NS Electronics Ltd., Samsung
Electronics and National Semiconductor. Our operations and ability to satisfy
customer obligations could be adversely affected if our relationships with these
subcontractors were disrupted or terminated.

DELAYS IN BEGINNING PRODUCTION AT NEW FACILITIES, EXPANDING CAPACITY AT EXISTING
FACILITIES, IMPLEMENTING NEW PRODUCTION TECHNIQUES, OR IN CURING PROBLEMS
ASSOCIATED WITH TECHNICAL EQUIPMENT MALFUNCTIONS ALL COULD ADVERSELY AFFECT OUR
MANUFACTURING EFFICIENCIES.

     Our manufacturing efficiency will be an important factor in our future
profitability, and we cannot assure you that we will be able to maintain our
manufacturing efficiency or increase manufacturing efficiency to the same extent
as our competitors. Our manufacturing processes are highly complex, require
advanced and costly equipment and are continuously being modified in an effort
to improve yields and product performance. Impurities or other difficulties in
the manufacturing process can lower yields.

     In addition, we are currently engaged in an effort to expand capacity at
all of our manufacturing facilities. As is common in the semiconductor industry,
we have from time to time experienced difficulty in beginning production at new
facilities or in effecting transitions to new manufacturing processes. As a
consequence, we have suffered delays in product deliveries or reduced yields. We
may experience delays or problems in bringing planned new manufacturing capacity
to full production. We may also experience problems in achieving acceptable
yields, or experience product delivery delays in the future with respect to
existing or planned new capacity as a result of, among other things, capacity
constraints, construction delays, upgrading or expanding existing facilities or
changing our process technologies, any of which could result in a loss of future
revenues. Our operating results could also be adversely affected by the increase
in fixed costs and operating expenses related to increases in production
capacity if revenues do not increase proportionately.



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A SIGNIFICANT PORTION OF OUR SALES ARE MADE BY DISTRIBUTORS WHO CAN TERMINATE
THEIR RELATIONSHIPS WITH US WITH LITTLE OR NO NOTICE. THE TERMINATION OF A
DISTRIBUTOR COULD REDUCE SALES AND RESULT IN INVENTORY RETURNS.

     Distributors accounted for 49.8% of our net sales for the nine months ended
October 1, 2000. Our five domestic distributors accounted for 7.4% of our total
net sales for the nine months ended October 1, 2000. As a general rule, we do
not have long-term agreements with our distributors and they may terminate their
relationships with us with little or no advance notice. Distributors generally
offer competing products. The loss of one or more of our distributors, or the
decision by one or more of them to reduce the number of our products they offer
or to carry the product lines of our competitors, could have a material adverse
effect on our business, financial condition and results of operations. The
termination of a significant distributor, whether at our or the distributor's
initiative, or a disruption in the operations of one or more of our
distributors, could reduce our net sales in a given quarter and could result in
an increase in inventory returns.

THE SEMICONDUCTOR BUSINESS IS VERY COMPETITIVE AND INCREASED COMPETITION COULD
REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

     The semiconductor industry, and the multi-market semiconductor product
markets in particular, are highly competitive. Competition is based on price,
product performance, quality, reliability and customer service. In addition,
even in strong markets, price pressures may emerge as competitors attempt to
gain a greater market share by lowering prices. Competition in the various
markets in which we participate comes from companies of various sizes, many of
which are larger and have greater financial and other resources than we have and
thus are better able to pursue acquisition candidates and can better withstand
adverse economic or market conditions. In addition, companies not currently in
direct competition with us may introduce competing products in the future.

BECAUSE THE POWER DEVICE BUSINESS WAS PREVIOUSLY OPERATED AS A DIVISION OF
SAMSUNG ELECTRONICS, THE COSTS OF OPERATING THIS BUSINESS AS AN INDEPENDENT
ENTITY MAY BE SIGNIFICANTLY GREATER THAN INITIALLY ESTIMATED.

     The operation of the power device business, which we acquired from Samsung
Electronics in 1999, may result in Fairchild Semiconductor incurring operating
costs and expenses significantly greater than we anticipated prior to the
acquisition. Prior to the purchase, the power device business was operated as a
division of Samsung Electronics. During 1998, the power device business incurred
costs for research and development, sales and marketing and general and
administrative activities. These costs represent expenses incurred directly by
the power device business as well as charges allocated to it by Samsung
Electronics. The power device business now obtains many of the services
previously supplied by Samsung Electronics on an arm's length basis from
third-party suppliers. However, to provide these services for a transition
period after the acquisition of the power device business, we entered into a
transitional services agreement with Samsung Electronics under which the power
device business continues to obtain a number of these services. We cannot assure
you that upon termination of the transitional services agreement in April
2002, we will be able to obtain similar services on comparable terms.

WE ENTERED INTO A NUMBER OF LONG-TERM SUPPLY AND SUPPORT CONTRACTS WITH SAMSUNG
ELECTRONICS IN CONNECTION WITH THE ACQUISITION OF THE POWER DEVICE BUSINESS, AND
ANY DECREASE IN THE PURCHASE REQUIREMENTS OF SAMSUNG ELECTRONICS OR THE
INABILITY OF SAMSUNG ELECTRONICS TO MEET ITS CONTRACTUAL OBLIGATIONS COULD
SUBSTANTIALLY REDUCE THE FINANCIAL PERFORMANCE OF OUR KOREAN SUBSIDIARY.

     As a result of the acquisition of the power device business, we have
numerous arrangements with Samsung Electronics, including arrangements relating
to product sales, designation as a vendor to affiliated Samsung companies and
other services. Any material adverse change in the purchase requirements of
Samsung Electronics, in its ability to supply the agreed-upon services or in its
ability to fulfill its other obligations could have a material adverse effect on
our Korean subsidiary. Although historically the power device business generated
significant revenues from the sale of products to affiliated Samsung companies,
we cannot assure you that it will be able to sell any products to affiliated
Samsung companies or that the designation of the power device business as a
vendor to those affiliated Samsung companies will generate any revenues for our
company. Furthermore, under the Korean Fair Trade Law, the Fair Trade Commission
may issue an order requiring a change in the terms and conditions of the
agreements between us and Samsung Electronics if it concludes that Samsung
Electronics has provided us with undue support or discriminated against our
competitors.



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THE POWER DEVICE BUSINESS SUBJECTS OUR COMPANY TO RISKS INHERENT IN DOING
BUSINESS IN KOREA, INCLUDING LABOR RISK, POLITICAL RISK AND CURRENCY RISK.

     As a result of the acquisition of the power device business, we have
significant operations in South Korea and are subject to risks associated with
doing business in that country.

     -    In addition to other risks disclosed relating to international
          operations, some businesses in South Korea are subject to labor
          unrest. Also, relations between South Korea and North Korea have been
          tense over most of South Korea's history. We cannot assure you as to
          whether or when this situation will be resolved or change abruptly as
          a result of current or future events. An adverse change in economic or
          political conditions in South Korea or in its relations with North
          Korea could have a material adverse effect on our Korean subsidiary.

     -    The power device business' sales are denominated primarily in U.S.
          dollars while a significant portion of its costs of goods sold and its
          operating expenses are denominated in South Korean won. Although we
          have taken steps to fix the costs subject to currency fluctuations and
          to balance dollar vs. won costs, a significant change in this balance,
          coupled with a significant change in the value of the won relative to
          the dollar could have a material adverse effect on our financial
          performance and results of operations.

A CHANGE IN FOREIGN TAX LAWS OR A DIFFERENCE IN THE CONSTRUCTION OF CURRENT
FOREIGN TAX LAWS BY RELEVANT FOREIGN AUTHORITIES COULD RESULT IN US NOT
RECOGNIZING THE BENEFITS WE ANTICIPATED IN CONNECTION WITH THE TRANSACTION
STRUCTURE USED TO CONSUMMATE THE ACQUISITION OF THE POWER DEVICE BUSINESS.

    The transaction structure we used for the acquisition of the power device
business is based on assumptions about the various tax laws, including
withholding tax, and other relevant laws of foreign jurisdictions. In addition,
Fairchild Korea Semiconductor Ltd., our wholly owned subsidiary which owns the
power device business, was granted a ten-year tax holiday under Korean law in
1999. The first seven years are tax-free, followed by three years of income
taxes at 50% of the statutory rate. If our assumptions about tax and other
relevant laws are incorrect, or if foreign taxing jurisdictions were to change
or modify the relevant laws, or if Fairchild Korea Semiconductor Ltd. were to
lose its tax holiday, we could suffer adverse tax and other financial
consequences or lose the benefits anticipated from the transaction structure we
used to acquire that business.

OUR INTERNATIONAL OPERATIONS SUBJECT OUR COMPANY TO RISKS NOT FACED BY DOMESTIC
COMPETITORS.

     We cannot assure you that we will be successful in overcoming the risks
related to or arising from operating in international markets. Through our
subsidiaries we maintain significant operations in the Philippines, Malaysia and
South Korea and also operate facilities in China and Singapore. We have sales
offices and customers around the world. The following are risks inherent in
doing business on an international level:

     -    changes in import duties;

     -    trade restrictions;

     -    transportation delays;

     -    work stoppages;

     -    economic and political instability;

     -    foreign currency fluctuations; and

     -    the laws, including tax laws, and policies of the United States and of
          the countries in which we manufacture our products.

WE ARE SUBJECT TO MANY ENVIRONMENTAL LAWS AND REGULATIONS THAT COULD AFFECT OUR
OPERATIONS OR RESULT IN



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SIGNIFICANT EXPENSES.

     Federal, state and local laws in the United States and other countries in
which we have operations, and regulations under those laws, impose various
restrictions and controls on the discharge of materials, chemicals and gases
used in the semiconductor manufacturing processes. In addition, under some laws
and regulations, we could be held financially responsible for remedial measures
if our properties are contaminated or if we send waste to a facility that
becomes contaminated, even if we did not cause the contamination. Also, we may
be subject to common law claims if we release substances that damage or harm
third parties. Our failure to comply with present or future regulations could
result in the imposition of fines, suspension of production, or a cessation of
operation. Any regulation could require us to acquire costly equipment or to
incur other significant expenses to comply with environmental regulations.

WE MAY NOT BE ABLE TO ATTRACT OR RETAIN THE TECHNICAL OR MANAGEMENT EMPLOYEES
NECESSARY TO REMAIN COMPETITIVE IN OUR INDUSTRY.

     Our continued success depends on the retention and recruitment of skilled
personnel, including technical, marketing, management and staff personnel. In
the semiconductor industry, the competition for qualified personnel,
particularly experienced design engineers and other technical employees, is
intense. There can be no assurance that we will be able to retain our current
personnel or recruit the key personnel we require. In addition, we do not have
employment agreements with most members of our senior management team.

BECAUSE A LIMITED NUMBER OF PERSONS, INCLUDING MEMBERS OF OUR MANAGEMENT TEAM,
OWN A SUBSTANTIAL NUMBER OF SHARES OF OUR CLASS A COMMON STOCK, DECISIONS MAY BE
MADE BY THEM THAT MAY BE DETRIMENTAL TO YOUR INTERESTS.

     Sterling Holding Company, LLC, which is one of our principal stockholders,
and our directors and executive officers together own approximately 36% of the
outstanding shares of our Class A Common Stock (including shares underlying
vested options and shares of our Class B Common Stock, which are convertible
into shares of Class A Common Stock). By virtue of such stock ownership, such
persons have the power to significantly influence our affairs and are able to
influence the outcome of matters required to be submitted to stockholders for
approval, including the election of its directors and amendment of our charter
and bylaws. We cannot assure you that such persons will not exercise their
influence over us in a manner detrimental to your interests.

OUR LARGEST STOCKHOLDER AND OUR DIRECTORS AND EXECUTIVE OFFICERS OWN A LARGE
NUMBER OF SHARES OF OUR CLASS A COMMON STOCK THAT COULD BE SOLD INTO THE MARKET
AT ANY TIME; FUTURE SALES OF THOSE SHARES COULD DEPRESS THE MARKET PRICE OF OUR
CLASS A COMMON STOCK.

     As of October 1, 2000, there were 99,353,245 shares of our common stock
outstanding, including shares of Class A Common Stock and shares of Class B
Common Stock, which are convertible into shares of Class A Common Stock on a
share-for-share basis at the option of the holder. Shares of Class A Common
Stock and Class B Common Stock are identical in all respects, except Class B
shares are non-voting and there is no public market for Class B shares. Of the
shares of common stock outstanding, approximately 35.5 million, or 36%, are
"restricted securities" held by our "affiliates" (as such terms are defined in
Rule 144 under the Securities Act of 1933). These affiliates include Sterling
Holding Company, LLC, our largest stockholder, and our directors and executive
officers. Restricted securities may not be sold into the public market unless
the sale is registered with the SEC or an exemption from registration is
available. Rule 144 provides such an exemption, and under that rule all of the
above restricted shares could be sold into the public market immediately subject
only to volume, notice and manner of sale restrictions under the rule. The
volume limitations prohibit an affiliate from selling, in any three-month
period, more than either (1) one percent of the number of shares of Class A
Common Stock outstanding or (2) the average weekly volume of shares traded
during the four calendar weeks before the sale, whichever is greater. Rule 144
also requires restricted securities to be held for at least one year before
sale; this condition has been met for all of the above-referenced shares.

     If our affiliates sell a large number of restricted shares into the public
market, the market price of our Class A Common Stock could decline, as such
sales may be viewed by the public as an indication of an upcoming or recently
occurring shortfall in our financial performance.



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AS A HOLDING COMPANY, WE ARE TOTALLY DEPENDENT ON DIVIDENDS FROM OUR OPERATING
SUBSIDIARIES TO PAY DIVIDENDS.

     We expect our subsidiaries to retain substantially all of their earnings
to meet their own obligations. As a result, and because our principal operating
subsidiary, Fairchild Semiconductor Corporation, is prohibited by terms in its
debt instruments from making payments to us, it is unlikely that we will be able
to make dividend payments in the near future. We are a holding company with no
business operations, and our only significant asset is the outstanding capital
stock of our subsidiaries. We rely on payments from our subsidiaries to meet any
future obligations. Absent such payments, we will not be able to pay cash
dividends on our Class A Common Stock. We currently expect that the earnings and
cash flows of our subsidiaries will be retained and used by them in their
operations, including by Fairchild Semiconductor Corporation to service its debt
obligations. Even if we decided to pay a dividend on or make a distribution in
respect of our Class A Common Stock, we cannot assure you that our subsidiaries
will generate sufficient cash flows to pay a dividend or distribute funds to us
or that applicable state law and contractual restrictions, including
restrictions in Fairchild Semiconductor Corporation's debt instruments, will
permit such dividends or distributions.

WE MAY NOT BE ABLE TO GENERATE THE NECESSARY AMOUNT OF CASH TO SERVICE OUR
EXISTING DEBT, WHICH MAY REQUIRE US TO REFINANCE OUR DEBT OR DEFAULT ON OUR
SCHEDULED DEBT PAYMENTS.

     We cannot assure you that our business will generate sufficient cash flow
from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule or at all or that future borrowings
will be available to us under our senior credit facilities in an amount
sufficient to enable us to pay our indebtedness or to fund our other liquidity
needs. In addition, because our senior credit facilities have variable interest
rates, the cost of those borrowings will increase if market interest rates
increase. If we are unable to service our indebtedness, we may need to refinance
all or a portion of our indebtedness on or before maturity. We cannot assure you
that we would be able to refinance any of our indebtedness on commercially
reasonable terms or at all, which could cause us to default on our obligations
and impair our liquidity.

OUR DEBT INSTRUMENTS RESTRICT OR PROHIBIT OUR ABILITY TO ENGAGE IN OR ENTER INTO
SOME BUSINESS OPERATING AND FINANCING ARRANGEMENTS, WHICH COULD ADVERSELY AFFECT
OUR ABILITY TO TAKE ADVANTAGE OF POTENTIALLY PROFITABLE BUSINESS OPPORTUNITIES.

     The operating and financial restrictions and covenants in our debt
instruments may limit our ability to finance our future operations or capital
needs or engage in other business activities that may be in our interests. Our
debt instruments impose significant operating and financial restrictions on us,
affecting our ability to incur additional indebtedness or create liens on our
assets, pay dividends, sell assets, engage in mergers or acquisitions, make
investments or engage in other business activities. These restrictions could
place us at a disadvantage relative to competitors not subject to such
limitations. If we fail to comply with such restrictions, we could be in default
under the terms of our debt instruments. In the event of any such default, our
debtholders could demand payment of all borrowings outstanding, including
accrued interest and other fees. In addition, if we were unable to repay any
borrowings under our senior credit facilities when due, the lenders could
proceed against their collateral, which consists of substantially all of the
capital stock of our domestic direct and indirect subsidiaries - including all
the stock of Fairchild Semiconductor Corporation, our principal operating
subsidiary - and approximately 65% of the capital stock of our foreign
subsidiaries. If the indebtedness under our debt instruments were to be
accelerated, the value of our Class A Common Stock would likely decrease
significantly.



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                                 USE OF PROCEEDS

     We will not receive any proceeds of this offering other than the value of
the businesses or properties we or our subsidiaries acquire in the proposed
acquisitions.

                              PLAN OF DISTRIBUTION

     We will issue Class A Common Stock from time to time in connection with
acquisitions by us or our subsidiaries of other businesses, assets or
securities. We expect that the terms of the acquisitions involving the issuance
of securities covered by this prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses, assets or
securities to be acquired by us or our subsidiaries. No underwriting discounts
or commissions will be paid in connection with the issuance of our Class A
Common Stock, although finder's fees may be paid from time to time with respect
to specific mergers or acquisitions. Any person receiving such fees may be
deemed to be an underwriter within the meaning of the Securities Act of 1933.


                     WHERE YOU CAN FIND MORE INFORMATION --
                           INCORPORATION BY REFERENCE

     Under the Securities Exchange Act of 1934, we are required to file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission (SEC). Our SEC filings are available to the
public on the SEC's web site at http://www.sec.gov. Our SEC filings are also
available at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C., where you may read and copy any document we file. Please call
the SEC at 800-SEC-0330 for further information about the public reference room.

     We have filed a registration statement on Form S-4 with the SEC to register
the shares offered by this prospectus. This prospectus is part of the
registration statement but, as permitted by SEC rules, this prospectus does not
contain all the information that you can find in the registration statement or
the exhibits to the registration statement.

     The SEC allows us to "incorporate by reference" the information that we
file with the SEC. This means we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, except if it is
superseded by information in this prospectus or by later information that we
file with the SEC. Information that is filed with the SEC after the date of this
prospectus will automatically update and supersede the information contained or
incorporated by reference in this prospectus.

     The documents listed below are incorporated by reference in this
prospectus. They contain important information about our company and its
financial condition.

     -    Our annual report on Form 10-K for the transition period ended
          December 26, 1999 (SEC File No. 001-15181), filed March 27, 2000.

     -    All reports we have filed pursuant to Sections 13(a) or 15(d) of the
          Securities Exchange Act of 1934 since December 26, 1999; and

     -    The description of our Class A Common Stock contained in our
          registration statement on Form 8-A (SEC File No. 001-15181), filed
          July 26, 1999, which incorporates by reference the section entitled
          "Description of Capital Stock" in the prospectus contained in our
          registration statement on Form S-1 (SEC File No. 333-78557), filed May
          14, 1999, as amended, and including any amendment or report filed for
          the purpose of updating such description.

     -    In addition, all documents that we subsequently file with the SEC
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934 prior to the filing with the SEC of a
          post-effective amendment to the registration statement that includes
          this prospectus that (1) indicates that all shares of Class A Common
          Stock registered on the registration statement have been sold or (2)
          effects the deregistration of the balance of such shares then
          remaining unsold, shall be deemed to be incorporated in this
          prospectus by reference and to be a part of this prospectus from the
          date of filing of such documents.



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     You may request a copy of these filings, excluding all exhibits unless an
exhibit has been specifically incorporated by reference, at no cost, by writing
or telephoning us at:


                   Fairchild Semiconductor International, Inc.
                   82 Running Hill Road
                   South Portland, ME 04106
                   (207) 775-8100
                   Attention: General Counsel



     When you are deciding whether to purchase the shares being offered by this
prospectus, you should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. This prospectus is not an offer
to sell shares of our Class A Common Stock in any state where such an offer is
not permitted. You should not assume that the information in this prospectus or
any supplement is accurate as of any date other than the date on the front of
those documents.



                             RESTRICTIONS ON RESALE

     The Class A Common Stock offered by this prospectus is being registered
under the Securities Act of 1933 (Securities Act), but this registration does
not cover the resale or distribution by persons who receive Class A Common Stock
issued by us in our acquisitions. Affiliates (as that term is defined in Rule
144 under the Securities Act) of entities acquired by us who do not become
affiliates of our company as a result of the acquisition may only resell shares
received under this prospectus if the resale is made pursuant to an effective
registration statement under the Securities Act, or if it is made in compliance
with Rule 145 under the Securities Act or another applicable exemption from the
registration requirements of that act. Generally, Rule 145 permits affiliates of
the acquired entity to resell such shares immediately following the acquisition
in compliance with certain volume limitations and manner-of-sale requirements.
Under Rule 145, sales by such affiliates during any three-month period cannot
exceed the greater of (1) one percent of the shares of our Class A Common Stock
outstanding and (2) the average weekly reported volume of trading of shares of
our Class A Common Stock on the New York Stock Exchange and all other national
securities exchanges during the four calendar weeks preceding the proposed sale.
These restrictions will cease to apply under most circumstances if the affiliate
has held the Class A Common Stock for at least two years, provided that the
person or entity is not then an affiliate of our company. Individuals and
entities that are not affiliates of the entity being acquired and do not become
affiliates of our company will not be subject to resale restrictions under Rule
145 and, unless otherwise contractually restricted, may resell shares of our
Class A Common Stock immediately following the acquisition without an effective
registration statement under the Securities Act. The ability of affiliates to
resell shares of our Class A Common Stock under Rule 145 will be subject to our
company having satisfied its reporting requirements under the Securities
Exchange Act of 1934 for specified periods prior to the time of sale.



                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

     The statements incorporated by reference or contained in this prospectus
may discuss our future expectations, contain projections of results of
operations or financial condition, and include other "forward-looking"
information within the meaning of Section 27A of the Securities Act of 1933.
Forward-looking statements that express our beliefs, plans, objectives,
assumptions or future events or performance may involve estimates, assumptions,
risks and uncertainties. As a result, our actual results and performance may
differ materially from those expressed in the forward-looking statements.
Forward-looking statements often, although not always, include words or phrases
such as the following:

     -    "will likely result"

     -    "are expected to"

     -    "will continue"

     -    "is anticipated"

     -    "estimate"

     -    "intends"



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     -    "plans"

     -    "projection"

     -    "outlook"

     You should not unduly rely on forward-looking statements contained or
incorporated by reference in this prospectus. Factors discussed in the following
documents describe various uncertainties, estimates, assumptions and risks which
may cause actual results or outcomes to differ materially from those expressed
in forward-looking statements. You should read and interpret any forward-looking
statements together with these documents.

     -    The documents incorporated by reference in this prospectus, including
          but not limited to information in those documents under captions such
          as "Risk Factors," "Business" and "Management's Discussion and
          Analysis of Financial Condition and Results of Operations."

     -    The risk factors described in this prospectus under the caption "Risk
          Factors."

     -    Our other SEC filings.

     Any forward-looking statement made or incorporated by reference in this
prospectus speaks only as of the date on which that statement is made. We have
no obligation to update any such forward-looking statement to reflect events or
circumstances that occur after the date on which such statement is made.



                                     EXPERTS

     The consolidated financial statements of Fairchild Semiconductor
International, Inc. as of May 30, 1999 and December 26, 1999, for each of the
years in the three-year period ended May 30, 1999, and for the seven months
ended December 26, 1999, have been incorporated by reference in this prospectus
in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of that
firm as experts in accounting and auditing.



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