UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      WASHINTON, D.C. 20549
                             SCHEDULE 13G
               Under the Securities Exchange Act of 1934
                          (Amendment No.)*

                        FAIRCHILD SEMICONDUCTOR INTL
      -------------------------------------------------------------------
                       (Name of Issuer)

                       COMMON STOCK CL A
      -------------------------------------------------------------------

                       30372610-3
      -------------------------------------------------------------------
                       (CUSIP Number)

Check the following if a fee is being paid with this statement _. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any susequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

			  SEC 1745 (10-88)






______________________
|CUSIP No. 30372610-3 |          SCHEDULE 13G
|----------------------------------------------------------------------------
|1.   Name of Reporting Person
|     S.S. or I.R.S. Identification No. of Above Person

|     ARK ASSET MANGEMENT CO., INC.
|----------------------------------------------------------------------------
|2.   Check the Appropriate Box if a Member of a Group *         (a)
|                                                                (b)
|----------------------------------------------------------------------------
|3.   SEC Use Only
|----------------------------------------------------------------------------
|4.   Citizenship or Place of Organization
|
|                        New York
|
|-----------------------------------------------------------------------------
|                |         5. Sole Voting Power
|                |            2,694,600 SHARES
|Number Of Shares|____________________________________________________________
|                |
|                |         6. Shared Voting Power
|Beneficially    |            NONE
|                |____________________________________________________________
|  Owned By      |
|                |         7. Sole Dispositive Power
|                |            2,980,700 SHARES
|  Each          |____________________________________________________________
|                |
| Reporting      |         8. Shared Dispositive Power
|  Person        |
|                |            NONE
|  With          |
|-----------------------------------------------------------------------------
|9.  Aggregate Amount Beneficially Owned by Each Reporting Person
|
|                             2,980,700 SHARES
|-----------------------------------------------------------------------------
|10.  Check if the Aggregate Amount in Row (9)
|     Excludes Certain Shares*
|
|-----------------------------------------------------------------------------
|
|11.  Percent of Class Represented by Amount in Row 9
|                           5.02%
|-----------------------------------------------------------------------------
|
|12.  Type of Reporting Person*
|
|                             I.A.
| ----------------------------------------------------------------------------

			      *See Instruction Before Filling Out




 The filing of this statement shall not be construed as an admission that Ark
 Asset Management Co., Inc. is the beneficial owner of the securities covered
 by such statement.

ITEM 1           (a).  Name of Issuer

                       Fairchild Semiconductor Intl

ITEM 1           (b).  Address of Issuer

                       333 Western Avenue
                       Mail Stop 01 00
                       South Portland, Me 04106

ITEM 2           (a).  Name of Person Filing

                       ARK ASSET MANAGEMENT CO., INC.

ITEM 2           (b).  Address of Principal Business Office

                       125 Broad Street
                       New York, N.Y. 10004

ITEM 2           (c).  Place of Organization.

                       New York

ITEM 2           (d).  Title of Class of Securities
                       Common Stock


ITEM 2           (e).  Cusip Number

                       30372610-3

ITEM 3.          (a) Ark Asset Management Co., Inc. is an investment
                     advisor registered under Section 203 of the
                     Investment Advisers Act of 1940.

ITEM 4.                 Ownership

             (a) Amount Beneficially owned 2,980,700 shares
             (b) Percent of Class:   5.02%







             (c) Number of shares as to which such person has:

               (1) Sole power to vote:  2,694,600 shares

               (2) Shared power to vote:     NONE

               (3) Sole power to dispose of or to direct
               the disposition of: 2,980,700 shares

               (4) Shared power to dispose or to direct the
               disposition of:   NONE

ITEM 5.  Ownership of Five Percent or Less of a Class

         The reporting person has ceased to be the beneficial
         owner of more than 5% of this class of security.

ITEM 6.  Ownership of More than Five Percent on Behalf of Another Person

                      Not Applicable

ITEM 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company

                      Not Applicable

ITEM 8.  Identification and Classification of Members of the Group

                      Not Applicable

ITEM 9.  Notice of Dissolution of Group

                      Not Applicable






ITEM 10.  CERTIFICATION

	  By signing below, I certify that, to the best of my knowledge and
	  belief, the   securities referred to above were acquired in the
	  in the ordinary course of business and were not acquired for the
	  purpose of and do not have the effect of changing or influencing
	  the control of the issuer of such securities and were not acquired
	  in connection with or as a participant in any transaction having
	  such purpose or effect.

	  After reasonable inquiry and to the best of my knowledge and belief
	  that the information set forth in this statement is true, complete
	  and correct.


Date:  January 20,2000

                        Name: Lauri London
                        Title:General Counsel