POWER OF ATTORNEY

	The undersigned Mark S Frey hereby constitutes and appoints
Paul D Delva and Keith M Rodda the undersigneds true and lawful
attorneys in fact with full power of substitution and revocation
for the undersigned and in the undersigneds name place and stead to

(1)	execute for and on behalf of the undersigned, in the
undersigneds capacity as an officer of Fairchild Semiconductor
International Inc (the Company) Forms 3  4 and 5 in accordance
with Section 16a of the Securities Exchange Act of 1934 and the
rules thereunder

(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute such Forms 3  4 and 5 and timely file such forms with the
United States Securities and Exchange Commission and any stock
exchange or similar authority and

(3)	take any other action of any type whatsoever in connection
with the foregoing which in the opinion of such attorney in fact may
be necessary or desirable in connection with the foregoing.


		The undersigned acknowledges that the foregoing
attorneys in fact in serving in such capacity at the request of
the undersigned are not assuming nor is the Company assuming any
of the undersigneds responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.

		This Power of Attorney grants to the foregoing attorneys
in fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents and
purposes as the undersigned might or could do in person and the undersigned
hereby ratifies and confirms all that said attorneys in fact and agents
or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

		This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3  4 and 5 with respect to the undersigneds holdings in the Companys
securities and of all transactions in securities issued by the Company
or until earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys in fact.

		IN WITNESS WHEREOF the undersigned has caused this
Power of Attorney to be executed on the date indicated below.


Dated  August 1 2005			/s/ Mark S Frey
					Signature

					Mark S Frey
					Print Name