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): September 4, 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

Table of Contents


                                                               Page
                                                               ----

Item 7.  Financial Statements and Exhibits                      3

Item 12. Results of Operations and Financial Condition          3

Signature                                                       4

Exhibits:
99.1    News release dated September 4, 2003



NATIONAL SEMICONDUCTOR CORPORATION

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c )  Exhibits

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

     99.1       News release dated September 4, 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 12.  RESULTS OF OPERATION AND FINANCIAL CONDITION

     On  September 4, 2003,  National  Semiconductor  Corporation  issued a news
release announcing  earnings for the quarter ended August 24, 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  information  on  operating  results that
excludes special charges,  miscellaneous gains, and the charge connected with an
accounting  change.  This  operating  results  information  is not  presented in
accordance  with GAAP and is provided  as  supplemental  information  because we
believe it gives  investors  additional  information  that will provide a better
understanding  of the  underlying  performance  of our  business.  The  non-GAAP
results  information should be considered  supplemental to, and not a substitute
for or superior to, the financial  statements  prepared in accordance  with GAAP
that are contained in the news release.

     The information in Exhibit 99.1 attached hereto shall not be deemed "filed"
for purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,
nor  shall it be  deemed  incorporated  by  reference  in any  filing  under the
Securities Act of 1933, as amended.



                                   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// Robert E.  DeBarr
                                      -----------------------
Dated:  September 4, 2003             Robert E.  DeBarr
                                      Controller
                                      Signing on behalf of the registrant and
                                      as principal accounting officer