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EXHIBIT 23.1
[KPMG LLP LETTERHEAD]
The Board of Directors
Fairchild Semiconductor International, Inc.:
We consent to the incorporation by reference of our reports dated January 21,
2000, except as to Note 21, which is as of January 25, 2000, with respect to the
consolidated balance sheets of Fairchild Semiconductor International, Inc. and
Subsidiaries as of May 30, 1999 and December 26, 1999, the related consolidated
statements of operations and stockholders' equity (deficit) for each of the
years in the three-year period ended May 30, 1999 and for the seven months ended
December 26, 1999, the related consolidated statements of cash flows for the
years ended May 31, 1998 and May 30, 1999 and for the seven months ended
December 26, 1999, and the related schedule, which reports are incorporated by
reference in this Registration Statement, and to the reference to our firm under
the heading "Experts" in this Registration Statement on Form S-4.
Our report refers to a change in the method of accounting for business process
reengineering costs as a result of the Company adopting the provisions of the
Emerging Issues Task Force Issue 97-13, "Accounting for Business Process
Reengineering Costs."
/s/ KPMG LLP
Boston, Massachusetts
December 15, 2000
