Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At a meeting of the board of directors of Fairchild Semiconductor International, Inc. (the "Corporation") that took place on August 15, 2012, the board voted to amend the Corporation's bylaws to effect to the following changes: Amendment to
Section 1.1.4. The last sentence of Section 1.1.4 was deleted in its entirety. The deleted text stated, "Section 1.1.4 shall be effective only if cumulative voting is not in effect with respect to the director election in question". This section was deleted because the stockholders voted to eliminate cumulative voting at the Corporation's annual meeting in 2011. Amendment to Section 2.2.3. This section was amended to allow the president, the chairman or any two members of the board to call a special meeting of the board of directors on one calendar day's notice. The amended provision eliminates "telegram" as a means of providing notice but adds notification by express mail and email. A complete version of the Corporation's bylaws, as amended, is included with this Form 8-K as Exhibit 3.01(ii).

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