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): May 21, 2003


                       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 7.  Financial Statements and Exhibits                        3

Item 9.  Regulation FD Disclosure                                 3

Signature                                                         4



NATIONAL SEMICONDUCTOR CORPORATION
Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c )  Exhibits
         --------------

Exhibit No.                Description of Exhibit
-----------                ----------------------

     99.1                  News release dated May 21, 2003*

     * This exhibit is intended to be furnished and shall not be deemed  "filed"
     for purposes of the Securities Exchange Act of 1934, as amended.


Item 9.  REGULATION FD DISCLOSURE

This  information,  furnished  under this "Item 9. Regulation FD disclosure," is
intended to be furnished  under "Item 12.  Results of  Operations  and Financial
Condition"  in accordance  with SEC Release No.  33-8216 and shall not be deemed
"filed" for purposes of the Securities Exchange Act of 1934, as amended.

On May 21,  2003,  the company  issued a news  release  updating its progress in
implementing  the  strategic  profit-improvement  actions  announced in February
2003.  The news release is attached as Exhibit  99.1.  The key parts of the plan
were efforts to sell the  information  appliance  ("IA") and  cellular  baseband
businesses.  The company has conferred with several prospective buyers of the IA
business and is continuing to actively  pursue a sale.  The company has decided,
however, to close its cellular baseband business,  effective immediately.  It is
therefore eliminating  approximately 340 positions from its worldwide workforce,
which includes  positions in the business units and related support functions as
well as for various  infrastructure  reductions  consistent  with the  company's
overall profit-improvement objectives. As a result of these actions, the company
will incur  charges of  approximately  $25 to $30  million in the fourth  fiscal
quarter which ends May 25, 2003.



                                   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: May 21, 2003
                                            \S\ Robert E. DeBarr
                                            Robert E. DeBarr
                                            Controller
                                            (Principal Accounting Officer)