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): July 30, 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 5.  Other Events and Regulation FD Disclosure                3

Item 7.  Financial Statements and Exhibits                        3

Signature                                                         4



NATIONAL SEMICONDUCTOR CORPORATION
Item 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

On July 30, 2003, the company issued a news release announcing that the board of
directors has authorized a $400 million stock repurchase  program. A copy of the
news release is attached as Exhibit 99.1.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c )  Exhibits

Exhibit No.                Description of Exhibit

     99.1                  News release dated July 30, 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

                                    //S// Lewis Chew

Dated:  July 31, 2003               Lewis Chew
                                    Senior Vice President, Finance
                                    And Chief Financial Officer