UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  04/20/2012

Fairchild Semiconductor International, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-15181

Delaware	043363001
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

3030 Orchard Parkway

San Jose, California 95134

(Address of principal executive offices, including zip code)

408-822-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.05.    Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

(a)Amendment of Code of Business Conduct and Ethics.

On April 20, 2012, we amended and restated our Code of Business Conduct and Ethics to incorporate minor revisions relating to our corporate responsibility policy and Fairchild Semiconductor's commitment to safe working conditions and the environmentally responsible operation of all our facilities. The description of the changes to the Code of Business Conduct and Ethics set forth above is qualified in its entirety by reference to the full and complete terms of the amended and restated Code of Business Conduct and Ethics which can be found on the investor relations section of our website at http://www.ir-site.com/fairchildsemi/code.asp.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Fairchild Semiconductor International, Inc.
Date: April 25, 2012	By:	/s/    Paul D. Delva
		Paul D. Delva
		Senior Vice President, General Counsel and Corporate Secretary