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): June 5, 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  June  5,  2003  issued
                           by  National   Semiconductor Corporation. *

     * 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 June 5,  2003,  National  Semiconductor  Corporation  issued  a news  release
announcing  earnings  for the quarter  ended May 25,  2003.  The  earnings  news
release,   which  has  been  attached  as  Exhibit  99.1,   contains   Condensed
Consolidated  Statements of Operations,  Balance Sheets,  and Statements of Cash
Flows that are presented in accordance  with United  States  generally  accepted
accounting  principles,   or  GAAP.  The  news  release  also  contains  certain
reconciliations  of net loss as reported to net income (loss) excluding  license
writedowns  and  special  items in 2003 and a tax  refund  in 2002  that are not
presented  in  accordance  with GAAP.  These  reconciliations  are  presented as
supplemental   information   because  we  believe  it  provides  investors  with
additional  information on the components of special items and provides a better
understanding  of the  underlying  performance  of our business.  These non-GAAP
reconciliations  should be considered  supplemental to, and not a substitute for
or superior to, the financial  statements  prepared in accordance  the GAAP that
are contained in the news release.




                                   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: June 5, 2003
                                            \S\ Robert E. DeBarr
                                            Robert E. DeBarr
                                            Controller
                                            (Principal Accounting Officer)