Mail Stop 0306

      March 18, 2005


Via U.S. Mail

Mr. Lewis Chew
Chief Financial Officer
2900 Semiconductor Drive
P.O. Box 58090
Santa Clara, California 95052


	RE:	National Semiconductor Corporation
		Form 10-K for the fiscal year ended May 30, 2004
		File No. 1-06453

Dear Mr. Chew:

     We have reviewed your filings and have the following comment.
We
have limited our review to only your financial statements and
related
disclosures and will make no further review of your documents.
Where
indicated, we think you should revise future filings in response
to
this comment.  If you disagree, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.

     Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.






Form 10-K as of May 30, 2004

Consolidated Financial Statements - Page 33

Note 1. Summary of Significant Accounting Policies
1. See prior comment 6. We note that an equity investment met the
significance test under S-X Rule 3-09 in fiscal 2003 and that you
disposed of that investment in fiscal 2003. Please amend your May
30,
2004 Form 10-K to include the financial information for this
equity
investment required by Item 3-09 of Regulation S-X. For those
periods
in which the investment met the significance tests under Rule 3-
09,
please include audited financial information and for other periods
presented the information may be unaudited. You should include the
financial information through the date of disposal. Additionally,
please explain how you record your share of net losses of
investees
using a hypothetical liquidation at book value method.


*    *    *    *



      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter with your response that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      You may contact Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-2861 if you have questions regarding
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Daniel Gordon, Accounting Branch Chief, at
(202) 942-2813.


							Sincerely,



							Kaitlan Tillan
							Reviewing Accountant
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Mr. Lewis Chew
Chief Financial Officer
National Semiconductor Corporation
March 18, 2005
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