EXHIBIT 99.2

                           CERTIFICATION PURSUANT TO

                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report Fairchild Semiconductor International,
Inc. (the "Company") on Form 10-Q for the period ended March 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Matthew W. Towse, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of the operations of the
Company.


/s/ Matthew W. Towse
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Matthew W. Towse
Chief Financial Officer
May 14, 2003