SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 3, 2002



                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                    001-15181                04-3363001
(State or other jurisdiction of       (Commission File       (I.R.S. Employer
 incorporation or organization)           Number)           Identification No.)



                              82 RUNNING HILL ROAD
                           SOUTH PORTLAND, MAINE 04106
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (207) 775-8100






ITEM 5.  OTHER EVENTS

      On September 3, 2002 we updated our third quarter 2002 outlook. Further
information is included in our press release filed as Exhibit 99.1 to this
report and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         c)    Exhibits

               99.1     Press Release dated September 3, 2002.


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     Fairchild Semiconductor International, Inc.


Date:  September 3, 2002             /s/  David A. Henry
                                     -------------------------------------------
                                     David A. Henry
                                     Vice President, Corporate Controller
                                     (Principal Accounting Officer and
                                     Duly Authorized Officer)