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 13, 2005


                       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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[ ] Written communication  pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



NATIONAL SEMICONDUCTOR CORPORATION

Table of Contents


                                                                            Page
                                                                            ----


Section 5 - Corporate Governance and Management
-----------------------------------------------

Item 5.02(b)    Departure of Principal Officer                                 3

Item 5.02(c)    Appointment of Principal Officer                               3

Signature                                                                      4



NATIONAL SEMICONDUCTOR CORPORATION

Item 5.02(b)    Departure of Principal Officer

     Effective June 13, 2005,  Robert E. DeBarr has been appointed to the office
of Treasurer of the Company and no longer serves as the Company's Controller and
principal accounting officer.

Item 5.02(c)    Appointment of Principal Officers

     Effective June 13, 2005, Jamie E. Samath was appointed Corporate Controller
and principal accounting officer of the Company, replacing Robert E. DeBarr. Mr.
Samath  joined  National in February  1991. He has held a number of positions in
the  Company's  finance  organization  and served as Director of Finance for the
Information  Appliance Group from October 1999 to May 2001 and as Group Director
of Finance,  Central  Technology and  Manufacturing  Group from May 2001 to June
2005. Mr. Samath is 34 years old. Mr. Samath serves at the pleasure of the Board
of Directors.  There is no family relationship between Mr. Samath and any of the
Company's directors and executive officers and there are no transactions between
Mr.  Samath and the Company which the Company is required to report in which Mr.
Samath has a direct or indirect material interest.

     The Company does not have a specific employment  agreement with Mr. Samath,
since as noted above he serves at the pleasure of the Board of Directors.



                                   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 14, 2005                 //S// John M. Clark III
                                      --------------------------------
                                      John M. Clark III
                                      Senior Vice President
                                      Signing on behalf of the registrant