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                            CERTIFICATE OF AMENDMENT

                                     OF THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.



         Fairchild Semiconductor International, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Company"), does hereby certify:

         FIRST: That at a meeting of the board of directors of the Company duly
         held on March 16, 2001, resolutions were duly adopted setting forth a
         proposed amendment to the Restated Certificate of Incorporation of the
         Company, declaring said amendment to be advisable and calling for
         consideration of said proposed amendment by the stockholders of the
         Company. The resolution setting forth the proposed amendment is as
         follows:

                           RESOLVED, that the Restated Certificate of
                  Incorporation of the Company be amended to increase the number
                  of authorized shares of Class A Common Stock, par value $.01
                  per share, of the Company to 170,000,000 from 140,000,000, and
                  to increase the number of authorized shares of Class B Common
                  Stock, par value $.01 per share, of the Company to 170,000,000
                  from 140,000,000, so that, accordingly, Section 5 of the
                  Restated Certificate of Incorporation reads in its entirety as
                  follows:

                           5. AUTHORIZED CAPITAL. The aggregate number of shares
                           of stock which the Corporation shall have authority
                           to issue is 340,100,000 shares, divided into three
                           classes consisting of 100,000 shares of Preferred
                           Stock, par value $.01 per share ("Preferred Stock");
                           170,000,000 shares of Class A Common Stock, par value
                           $.01 per share ("Class A Common Stock"); and
                           170,000,000 shares of Class B Common Stock, par value
                           $.01 per share ("Class B Common Stock"). Class A
                           Common Stock and Class B Common Stock are hereinafter
                           sometimes individually or collectively referred to as
                           "Common Stock."


         SECOND: That thereafter, pursuant to the resolution of the board of
         directors, the proposed amendment was duly approved by the stockholders
         of the Company's Class A Common Stock at the Company's Annual Meeting
         of Stockholders on April 25, 2001.



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         THIRD: That said amendment was duly adopted in accordance with the
         provisions of Sections 242 and 222 of the General Corporation Law of
         the State of Delaware.

                  IN WITNESS WHEREOF, the Company has caused this Certificate to
         be executed by Daniel E. Boxer, its Executive Vice President and
         Secretary, this 25th day of April, 2001.



                                      By: /S/ DANIEL E. BOXER
                                          -------------------------
                                          Daniel E. Boxer
                                          Executive Vice President and Secretary