Exhibit 2.2

                                  AMENDMENT NO. 1
                                       TO
                              ACQUISITION AGREEMENT


     AMENDMENT NO. 1 (this "Amendment"), dated December 29, 1997, to 
ACQUISITION AGREEMENT (the "Acquisition Agreement"), dated November 25, 1997, 
by and among Raytheon Company, a Delaware corporation ("Raytheon"), Thornwood 
Trust, a Massachusetts Business Trust ("Seller") and Fairchild Semiconductor 
Corporation, a Delaware corporation ("Buyer").

                          W I T N E S S E T H:

     WHEREAS, Raytheon, Seller and Buyer are parties to the Acquisition 
Agreement; and

     WHEREAS, upon the terms and conditions set forth herein, the parties to 
the Acquisition Agreement desire to amend the Acquisition Agreement in the 
manner set forth in this Amendment;

     NOW, THEREFORE, in consideration of the premises, of the mutual 
covenants and agreements herein set forth, and other valuable consideration, 
the receipt, adequacy and sufficiency of which are hereby acknowledged, 
Raytheon, Seller and Buyer, intending to be legally bound, do hereby covenant 
and agree as follows:

     1. Definitions.  Capitalized terms used herein without definition shall 
have the same meanings herein as are ascribed thereto in the Acquisition 
Agreement.

     2. Amendment to Acquisition Agreement.

     (a) Section 5.4(e) of the Acquisition Agreement is hereby deleted in its 
entirety and replaced with the following:

         (e)   On or as soon as reasonably practicable after the Closing, 
         Buyer shall cause the Company to obtain and utilize with respect to 
         its operations a new EPA identification number (and to the extent 
         required, new State and local identification numbers) for the 
         generation of Hazardous Substances disposed of on or after the 
         Closing Date.

     (b) Exhibit 5.14 to the Acquisition Agreement is hereby deleted in its
entirety and replaced with Exhibit 5.14 attached hereto.
                                           


     (c) Schedule 3.5(a) and Schedule 3.5(b) to the Acquisition Agreement are 
hereby deleted in their entirety and respectively replaced with Schedule 
3.5(a) and Schedule 3.5(b) attached hereto.

     3. Effectiveness.  This amendment shall take effect upon its due 
execution and delivery by each of the parties hereto.

     4. Miscellaneous.

     (a)  This Amendment may be executed in two or more counterparts and by 
each party on a separate counterpart, each of which when executed and 
delivered shall be an original, and all of which together shall constitute 
one instrument.  In proving this Agreement it shall not be necessary to 
produce or account for more than one such counterpart signed by the party 
against whom enforcement is sought.

     (b)  This Amendment shall be governed by and construed and enforced in 
accordance with the law (other than the law governing conflict of law 
questions) of the Commonwealth of Massachusetts.

     (c) On and after the date hereof each reference in the Acquisition 
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of 
like import shall be a reference to the Acquisition Agreement as amended 
hereby.

     (d) Except as specifically amended above all of the terms of the 
Acquisition Agreement shall remain unchanged and in full force and effect.

              [remainder of page intentionally left blank]
                                           

 

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
duly executed on their behalf as of the date first written above.
       
                                               RAYTHEON COMPANY
       


                                               By /s/ David S. Dwelley
                                                 ----------------------
                                                 David S. Dwelley
                                                 Vice President - Strategic
                                                 Business Development
       


                                               THORNWOOD TRUST
       


                                               By  /s/ David S. Dwelley 
                                                 -----------------------
                                                 David S. Dwelley
       


          `                                    FAIRCHILD SEMICONDUCTOR       
                                               CORPORATION
       


                                                By  /s/ Joseph R. Martin 
                                                  -----------------------
                                                  Joseph R. Martin
                                                  Executive Vice President and
                                                  Chief Financial Officer