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                                                                   Exhibit 23.04



The Board of Directors
Fairchild Semiconductor International, Inc.:

We consent to the inclusion of our reports dated June 30, 1999, except as to
Note 20, which is as of August 9, 1999, with respect to the consolidated balance
sheets of Fairchild Semiconductor International, Inc. and Subsidiaries as of May
31, 1998 and May 30, 1999, and 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 the related consolidated statements of cash flows
for the years ended May 31, 1998 and May 30, 1999, and the related schedule,
which reports appear in this Registration Statement, and to the reference to our
firm under the heading "Experts" in this Registration Statement on Form S-4.

As discussed in Note 18 to the financial statements, the Company changed its
method of accounting for business process reengineering costs in 1998 to adopt
the provisions of the Emerging Issues Task Force Issue 97-13, "Accounting for
Business Process Reengineering Costs."


/s/ KPMG LLP

Boston, Massachusetts
August 26, 1999