UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended August 24, 2003

                                       or

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from _________ to _________.

Commission File Number: 1-6453

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

            DELAWARE                                    95-2095071
            --------                                    ----------
     (State of incorporation)       (I.R.S. Employer Identification Number)

                    2900 Semiconductor Drive, P.O. Box 58090
                       Santa Clara, California 95052-8090
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (408) 721-5000

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No__.

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

         Title of Each Class               Outstanding at August 24, 2003
         -------------------               ------------------------------

Common stock, par value $0.50 per share                185,383,175




PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
EXPLANATORY NOTE


This  amendment  on Form  10-Q/A  has been filed to correct  the  disclosure  of
receivable allowances on the face of the consolidated balance sheet as of August
24,  2003,  that was  included  in the Form 10-Q filed on  October 2, 2003.  The
amount of the allowances  shown as $23.3 million should have been shown as $34.0
million.  The  amount of net  receivables  of $156.5  million  presented  in the
balance  sheet was  accurately  stated.  No amounts  presented in the  company's
condensed  consolidated  balance  sheet as of August  24,  2003 and the  related
condensed consolidated  statements of operations,  comprehensive income and cash
flows for the three months then ended are affected by this amendment.


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits
---      --------

31.      Rule 13a - 14(a)/15d - 14(a) Certifications

32.      Section 1350 Certifications




SIGNATURE
---------

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 thereunto duly authorized.

NATIONAL SEMICONDUCTOR CORPORATION


Date: November 26, 2003
                                        \s\ Robert E. DeBarr
                                        --------------------
                                        Robert E. DeBarr
                                        Controller
                                        Signing on behalf of the registrant
                                        and as principal accounting officer