10-K/A

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                   FORM 10-K/A

          
    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934



             FOR THE YEAR ENDED DECEMBER 30, 2001






    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934






                        COMMISSION FILE NUMBER 001-15181
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                  FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

                                            
                   DELAWARE                                      04-3363001
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)
   82 RUNNING HILL ROAD, SOUTH PORTLAND, ME                        04106
   (Address of principal executive offices)                      (Zip Code)



              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (207) 775-8100

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                 Class A Common Stock, par value $.01 per share

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      NONE

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No  [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 12, 2002 was $1,951,073,730.

     The number of shares outstanding of the Registrant's Class A and Class B
Common Stock as of March 12, 2002 was 100,428,121 and -0- respectively.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on May 8, 2002 are incorporated by reference into Part
III.
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                                Explanatory Note

     This amended Form 10-K for the year ended December 30, 2001 is being filed
to include the signature on Exhibit 23.01, Consent of KPMG, LLP, which was
omitted from the original filing.


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                     FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

                                     By:       /s/ DAVID A. HENRY
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                                                  David A. Henry
                                         Vice President, Corporate Controller
                                            (Principal Accounting Officer)
Date: March 18, 2002

EX-23.01

                                                                   Exhibit 23.01


                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Fairchild Semiconductor International, Inc.:

We consent to incorporation by reference in the registration statement (No.
333-52060) on Form S-4, the registration statement (No. 333-75678) on Form S-3
and the registration statements (Nos. 333-31812, 333-40412, 333-40416,
333-44432, 333-53620, 333-84439, 333-84747 and 333-82694) on Form S-8 of
Fairchild Semiconductor International, Inc. of our reports dated January 25,
2002, with respect to the consolidated balance sheets of Fairchild Semiconductor
International, Inc. and Subsidiaries as of December 30, 2001 and December 31,
2000, the related consolidated statements of operations, stockholders' equity
(deficit), comprehensive income (loss) and cash flows for the years ended
December 30, 2001 and December 31, 2000, the seven months ended December 26,
1999, and for the year ended May 30, 1999, and the related schedule, which
reports are incorporated by reference in the annual report on Form 10-K of
Fairchild Semiconductor International, Inc. for the year ended December 30,
2001.

Our report refers to a change in the method of accounting for business
combinations as a result of adopting the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 141 "Business Combinations" and certain
provisions of SFAS No. 142, "Goodwill and Other Intangible Assets" as required
for goodwill and other intangible assets resulting from business combinations
consummated after June 30, 2001.


                                           /s/ KPMG LLP


Boston, Massachusetts
March 15, 2002