Exhibit 3.01

                   CERTIFICATE OF INCORPORATION

                                OF

               FAIRCHILD SEMICONDUCTOR CORPORATION


          1.   Name.  The name of the Corporation is
Fairchild Semiconductor Corporation.

          2.   Registered Office and Agent.  The address of
the Corporation's registered office in the State of Delaware
is 1013 Centre Road, in the City of Wilmington, County of
New Castle.  The name of the Corporation's registered agent
at such address is Corporation Service Company.

          3.   Purpose.  The purposes for which the
Corporation is formed are to engage in any lawful act or
activity, including, without limitation, forming and/or
acquiring foreign subsidiaries, for which corporations may
be organized under the General Corporation Law of the State
of Delaware ("DGCL") and to possess and exercise all of the
powers and privileges granted by such law and any other law
of Delaware.

          4.   Authorized Capital.  The aggregate number of
shares of stock which the Corporation shall have authority
to issue is One Thousand (1000) shares, all of which are of
one class and are designated as Common Stock, par value $.01
per share.

          5.   Incorporator.  The name and mailing address
of the incorporator are Nikki Gold, 4000 Bell Atlantic
Tower, 1717 Arch Street, Philadelphia, Pennsylvania
19103-2793.

          6.   Bylaws.  In furtherance and not in limitation
of the powers conferred by law, the board of directors of
the Corporation is authorized to adopt, amend or repeal the
bylaws of the Corporation, except as otherwise specifically
provided therein, subject to the powers of the stockholders
of the Corporation to amend or repeal any bylaws adopted by
the board of directors.

          7.   Elections of Directors.  Elections of
directors need not be by written ballot unless and except to
the extent the bylaws of the Corporation shall so provide.

          8.   Right to Amend.  The Corporation reserves the
right to amend or repeal any provision contained in this
Certificate as the same may from time to time be in effect
in the manner now or hereafter prescribed by law, and all
rights,




preferences and privileges conferred on stockholders,
directors or others hereunder are subject to such
reservation.

          9.   Limitation on Liability.  The directors of
the Corporation shall be entitled to the benefits of all
limitations on the liability of directors generally that are
now or hereafter become available under the DGCL.  Without
limiting the generality of the foregoing, to the fullest
extent permitted by the DGCL, as it exists on the date
hereof or as it may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the
DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.  Any repeal or
modification of this Section 9 or any adoption of any
provision of this Certificate of Incorporation inconsistent
with this Section 9 shall be prospective only, and shall not
affect, to the detriment of any director, any limitation on
the personal liability of a director of the Corporation
existing at the time of such repeal, modification or
adoption.

Dated:  ______________


                           _________________________________
                           Nikki Gold, Incorporator

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