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EXHIBIT 23.1
The Board of Directors
Fairchild Semiconductor International, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 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 appear in the Annual Report on Form 10-K of Fairchild
Semiconductor International, Inc. for the transition period ended December 26,
1999.
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
June 27, 2000
