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                UNITED STATES 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): August 16, 2002


                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                          1-6453                  95-2095071
--------                          ------                  ----------
(State of Incorporation)          (Commission             (I.R.S. Employer
                                  File Number)            Identification Number)


                    2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
                       SANTA CLARA, CALIFORNIA 95052-8090
                       ----------------------------------
                    (Address of Principal Executive Offices)

                                 (408) 721-5000

              (Registrant's telephone number, including area code)










National Semiconductor Corporation


Index
                                                            Page
                                                            ----

Item 9. Regulation FD Disclosure                            3-4

Signature                                                   5












ITEM 9.  Regulation FD Disclosure

On August 16, 2002, the Registrant  filed its Annual Report on Form 10-K for the
fiscal  year  ended May 26,  2002 (the  "Form  10-K")  with the  Securities  and
Exchange  Commission.  Pursuant to 18 U.S.C  Section 1350, as created by Section
906 of the  Sarbanes-Oxley  Act of 2002, the following  certifications are being
made to accompany the Form 10-K:

                    Certification of Chief Executive Officer
                    ----------------------------------------

     Pursuant  to 18 U.S.C  Section  1350,  as  created  by  Section  906 of the
Sarbanes-Oxley  Act of 2002, the undersigned  officer of National  Semiconductor
Corporation (the "Company") hereby certifies that:

     (i) the Annual Report on Form 10-K of the Company for the fiscal year ended
May 26, 2002 (the "Report")  fully complies with the  requirements of Section 13
(a) or Section 15 (d), as applicable, of the Securities Exchange Act of 1934, as
amended; and

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


Dated: August 16, 2002                    /S/  BRIAN L. HALLA
                                          Brian L. Halla
                                          President and Chief Executive Officer


The foregoing  certification  is being furnished  solely to accompany the Report
pursuant  to 18 U.S.C  Section  1350,  and is not being  filed for  purposes  of
Section 18 of the Securities Exchange Act of 1934, as amended,  and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof,  regardless of any general incorporation language in such
filing.







                    Certification of Chief Financial Officer
                    ----------------------------------------

     Pursuant  to 18 U.S.C  Section  1350,  as  created  by  Section  906 of the
Sarbanes-Oxley  Act of 2002, the undersigned  officer of National  Semiconductor
Corporation (the "Company") hereby certifies that:

     (i) the Annual Report on Form 10-K of the Company for the fiscal year ended
May 26, 2002 (the "Report")  fully complies with the  requirements of Section 13
(a) or Section 15 (d), as applicable, of the Securities Exchange Act of 1934, as
amended; and

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


Dated: August 16, 2002                      /S/  LEWIS CHEW
                                            Lewis Chew
                                            Senior Vice President, Finance
                                            and Chief Financial Officer

The foregoing  certification  is being furnished  solely to accompany the Report
pursuant  to 18 U.S.C  Section  1350,  and is not being  filed for  purposes  of
Section 18 of the Securities Exchange Act of 1934, as amended,  and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof,  regardless of any general incorporation language in such
filing.









                                   SIGNATURES
                                   ----------


     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, hereunto duly authorized.

                                            NATIONAL SEMICONDUCTOR CORPORATION

Dated: August 16, 2002                      /S/  ROBERT E. DEBARR
                                            Robert E. DeBarr
                                            Controller
                                            (Principal Accounting Officer)