(FAIRCHILD SEMICONDUCTOR (R) LOGO)

                                                                   EXHIBIT 10.29

                       FAIRCHILD SEMICONDUCTOR STOCK PLAN
                      NON-QUALIFIED STOCK OPTION AGREEMENT

This is a Non-Qualified Stock Option Agreement under the Fairchild Semiconductor
Stock Plan, dated MAY 4, 2004 (the Grant Date) between Fairchild Semiconductor
International, Inc. (the Company) and THOMAS BEAVER, a regular salaried employee
of the Company or one of its subsidiaries (you or the Optionee).

                  
OPTION GRANT;        The Company grants you the option to purchase up to 50,100
EXERCISE PRICE       shares of the Company's Class A Common Stock at an exercise
                     price of $19.65 per share. This option grant is subject to
                     the terms of the Fairchild Semiconductor Stock Plan and to
                     the terms of this agreement. If there is a conflict
                     between the terms of this agreement and those of the plan,
                     the terms of the plan will govern. Capitalized terms not
                     defined in this agreement are defined in the plan.

OPTION TERM;         The term of your option is 8 years from the Grant Date.
VESTING              Your option terminates at the end of the term and cannot be
                     exercised after the term. You can exercise your option only
                     to the extent it has vested. Your option will vest in
                     increments, as follows:

                                                           Percentage Vested
                                                        (including portion that
                     Vesting Date                      vested the preceding year)
                     ------------                      -------------------------
                     1st Anniversary of Grant Date..               25%
                     2nd Anniversary of Grant Date..               50%
                     3rd Anniversary of Grant Date..               75%
                     4th Anniversary of Grant Date..              100%

TERMINATION OF       You must remain an employee of the Company or an Affiliate
EMPLOYMENT           to be able to exercise your option, except as follows:

                     Retirement, Disability or death. If your employment
                     terminates because of your Retirement or Disability (as
                     those terms are defined in the plan) or your death, then
                     you (or your estate) will have five years from your
                     termination date to exercise your option, unless the option
                     term ends earlier, in which case you (or your estate) will
                     have until the end of the term to exercise. In addition, if
                     your employment terminates because of your Retirement or
                     Disability and you die within the five-year exercise
                     period, your estate will have at least one year after your
                     death to exercise, unless the option term ends earlier, in
                     which case your estate will have until the end of the term
                     to exercise.

                     Termination by the Company. If your employment is
                     terminated for Cause (as defined in the plan), all options
                     will be terminated, whether or not vested, and you may have
                     to repay any gains on prior exercised options. See Sections
                     5(l) and 12 of the plan. If your employment is terminated
                     by the Company not for Cause and not as a result of your
                     Retirement, Disability or death, then you (or your estate)
                     will have 90 days from your termination date to exercise
                     your option, unless the option term ends earlier, in which
                     case you (or your estate) will have until the end of the
                     term to exercise.

                     All other cases. If your employment terminates because you
                     quit, or for any other reason other than those stated
                     above, you (or your estate, if you die within the period)
                     will have 30 days from your termination date to exercise
                     your option, unless the option term ends earlier, in which
                     case you (or your estate) will have until the end of the
                     term to exercise.

                     Regardless of the cause of your termination, you (or your
                     estate) can exercise your option only to the extent it is
                     vested on your termination date.

NONTRANSFERABILITY   Your option is not transferable except by will or the laws
                     of descent and distribution. During your lifetime only you
                     can exercise your option. This option shall not be subject
                     to attachment or similar process. Any attempted sale,
                     pledge, assignment, transfer or other disposition of your
                     option contrary to the provisions of this agreement or the
                     plan, or the levy of any attachment or similar process upon
                     your option, shall be null and void without effect.

SIGNATURES           Your signature and the signature of an authorized officer
                     of the Company below indicate your and the Company's
                     agreement to the terms of this Non-Qualified Stock Option
                     Agreement as of the Grant Date.

                                                  FAIRCHILD SEMICONDUCTOR
                     OPTIONEE:                    INTERNATIONAL, INC.


                     /s/ Thomas A. Beaver         /s/ Kirk P. Pond
                     --------------------------   ------------------------------
                     THOMAS BEAVER D5552 6/9/04   Kirk P. Pond
                     GLOBAL ID/SSN:               Chairman, President and CEO