Exhibit 99.2


STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Joseph R. Martin, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of
     Fairchild Semiconductor International, Inc. (the "Company") and, except as
     corrected or supplemented in a subsequent covered report:

     -    no covered report contained an untrue statement of a material fact as
          of the end of the period covered by such report (or in the case of a
          report on Form 8-K or definitive proxy materials, as of the date on
          which it was filed); and

     -    no covered report omitted to state a material fact necessary to make
          the statements in the covered report, in light of the circumstances
          under which they were made, not misleading as of the end of the period
          covered by such report (or in the case of a report on Form 8-K or
          definitive proxy materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with the Company's audit
     committee.

(3)  In this statement under oath, each of the following, if filed on or before
     the date of this statement, is a "covered report":

     -    the annual report on Form 10-K for the year ended December 30, 2001 of
          the Company; and

     -    all reports on Form 10-Q, all reports on Form 8-K and all definitive
          proxy materials of the Company filed with the Commission subsequent to
          the filing of the Form 10-K identified above; and

     -    any amendments to any of the foregoing.



/s/ Joseph R. Martin                                  Subscribed and sworn to
-----------------------------                         before me this 12th day of
Joseph R. Martin                                      August, 2002.
Executive Vice President and Chief Financial Officer
(principal financial officer)
Fairchild Semiconductor International, Inc.
                                                      /s/ Diane L. Lovejoy
                                                      --------------------------
August 12, 2002                                       Notary Public

                                                      My commission expires:


                                                      ---------------------
                                                      [stamp]
                                                      DIANE L. LOVEJOY
                                                      Notary Public, Maine
                                                      My Commission Expires
                                                      August 11, 2003