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 21, 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


Item 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     Ralph V. Whitworth,  Relational Investors,  L.P., Relational Investors, LLC
and other funds and partnerships  controlled by Relational  Investors,  L.P. and
Relational  Investors,  LLC (collectively all "Relational"),  previously filed a
Schedule 13-D disclosing ownership of approximately 7.09% of the common stock of
National  Semiconductor  Corporation  ("National").  Relational  had submitted a
nomination of two persons for election to  National's  board of directors at the
2003  Annual  Meeting  of   Stockholders.   National  and  Relational  have  had
discussions  seeking  mutually  agreeable  alternatives  to  a  contested  proxy
solicitation.  On  July  21,  2003,  National  and  Relational  entered  into an
agreement  whereby,  among  other  things,  Relational  agreed to  withdraw  the
nomination of its  candidates  for election to the board and National  agreed to
have  periodic  meetings  with  representatives  of  Relational  to discuss  any
concerns they may have. In addition,  the agreement provides that, under certain
circumstances,  Relational  could nominate a candidate for election to the board
at the 2004 Annual Meeting of Stockholders and this nominee would be included in
National's  proxy  materials  for that  meeting.  If elected at the 2004  Annual
Meeting,  and if requested by Relational,  the Relational  nominee also would be
included  in  National's  recommended  slate of  directors  for the 2005  Annual
Meeting  of  Stockholders.  The  agreement  will  terminate  in the  event  that
Relational ceases to own 5% of the currently outstanding shares of National.

     A copy of the agreement is attached as Exhibit 99.1.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS
        (c)  Exhibits

Exhibit No.       Description of Exhibit

     99.1         Letter agreement between National Semiconductor
                  Corporation and Ralph Whitworth and Relational Investors, L.P.


                                   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// JOHN M. CLARK III

Dated:  July 23, 2003                       John M. Clark III
                                            Senior Vice President,
                                            General Counsel and Secretary