FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LONDON KEVIN B 		2. Issuer Name and Ticker or Trading Symbol

FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC [ FCS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, 82 RUNNING HILL ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2009
(Street)

SOUTH PORTLAND, ME 04106
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1) 2/27/2009     A     15448         (2)   (2) Common Stock, par value $.01 per share   15448   $0   15448   D  
 
Performance Unit     (1) 2/27/2009     A     15448   (3)        (4)   (4) Common Stock, par value $.01 per share   15448   $0   15448   D  
 

Explanation of Responses:
( 1)  This footnote is inserted only to meet technical requirements of the SEC. Restricted Stock Units and Performance Units cannot be assigned an exercise price.
( 2)  Restricted Stock Units vest in 25% increments on each of the first four anniversaries of the date of grant, or earlier upon certain events. Vested Restricted Stock Units result in the delivery of one share per unit promptly following the vesting date.
( 3)  Reported number of Performance Units acquired is based on company attaining 75% target for adjusted free cash flow (FCF). If company achieves FCF Target of 100% or higher, reporting person will receive one and one-third times the reported number. If company fails to achieve 25% FCF Target the reporting person will receive no Performance Units. If company's FCF performance falls between two of the 25%, 50%, 75% or 100% FCF Targets, reporting person will receive a number of shares determined according to linear interpolation, subject to plan administrator's discretion to reduce (but not increase) the reported number of Performance Units for FCF performance between 25% and 50% FCF Targets.
( 4)  Performance Units vest in the following increments, or earlier upon certain events: 33% on the first anniversary of the grant date; 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date. Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock. All the Performance Units are forfeited if the company fails to achieve the 25% adjusted free cash flow target.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LONDON KEVIN B
FAIRCHILD SEMICONDUCTOR INTERNATIONAL
82 RUNNING HILL ROAD
SOUTH PORTLAND, ME 04106

Senior Vice President

Signatures
/s/ Paul D. Delva (Attorney-in-fact) 3/3/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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