Exhibit 25.1

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                               SECTION 305(b)(2)


                              THE BANK OF NEW YORK

              (Exact name of trustee as specified in its charter)

                New York                                13-5160382
       (State of incorporation                       (I.R.S. employer
        if not a national bank)                     identification no.)

    One Wall Street, New York, N.Y.                        10286
(Address of principal executive offices)                 (Zip code)


                      FAIRCHILD SEMICONDUCTOR CORPORATION
              (Exact name of obligor as specified in its charter)

               Delaware                                  13-2555119

     (State or other jurisdiction of                   (I.R.S. employer
      incorporation or organization)                  identification No.)

          82 Running Hill Road
         South Portland, Maine
                                                             04106
 (Address of principal executive offices)                  (Zip code)



                   5% Convertible Subordinated Notes due 2008
                      (Title of the indenture securities)



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1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
         IS SUBJECT.

- -------------------------------------------------------------------------------
                    NAME                                    ADDRESS
- -------------------------------------------------------------------------------
     Superintendent of Banks of the                    2 Rector Street,
     State of New York                                 New York, N.Y. 10006, and
                                                       Albany, N.Y. 12203

     Federal Reserve Bank of New York                  33 Liberty Plaza
                                                       New York, N.Y. 10045

     Federal Deposit Insurance Corporation             Washington, D.C. 20429

     New York Clearing House Association               New York, New York 10005

     (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
     INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
     7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 AND RULE 24 OF THE COMMISSION'S
     RULES OF PRACTICE.

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1,
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)


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     6.   The consent of the Trustee required by Section 321(b) of the Act,
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.


                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Bank of New York, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the day 25th of, January 2002.


                                        THE BANK OF NEW YORK

                                        By: /s/ Patricia Gallagher
                                           -------------------------------------
                                            Patricia Gallagher
                                            Authorized Signer




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