8-K

                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): August 6, 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




NATIONAL SEMICONDUCTOR CORPORATION
Item 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

On August 6, 2003, the company issued a news release  announcing it had signed a
definitive  agreement to sell its  Information  Appliance  business unit,  which
consists primarily of the GeodeTM family of microprocessor products, to Advanced
Micro Devices. A copy of the news release is attached as Exhibit 99.1.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c )  Exhibits

Exhibit No.                Description of Exhibit

     99.1                           News release dated August 6, 2003




                                   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:  August 6, 2003                  Robert E.  DeBarr
                                        Controller
                                        Signing on behalf of the registrant and
                                        as principal accounting officer

EX-99

                                                                    Exhibit 99.1
                                                                    News Release

News Media:
Jeff Weir
National Semiconductor
(408) 721-5199
cell (408) 242-4827
jeff.weir@nsc.com

National Semiconductor Announces Sale of Information Appliance Business to AMD

SANTA CLARA, CA - August 6, 2003 - National Semiconductor Corporation (NYSE:NSM)
today  announced  it has signed a definitive  agreement to sell its  Information
Appliance (IA) business unit, which consists  primarily of the GeodeTM family of
microprocessor  products, to Advanced Micro Devices, Inc. (NYSE:AMD).  Financial
terms of the sale,  which is  expected  to close by the end of August,  were not
disclosed.

In February  2003,  National  announced  its  intention to sell the  Information
Appliance  business in order to streamline  National's  cost structure and focus
investments on  higher-margin  analog  technologies.  The Information  Appliance
business  unit  planned  to be sold to AMD  currently  accounts  for less than 5
percent of National's total annual revenue.

Pursuant to the terms of the agreement,  AMD would acquire certain  intellectual
property and assets of the IA business unit and approximately 132 employees that
currently support the IA business unit.

"This deal makes good sense for both companies," said Brian L. Halla, National's
chairman,  president and CEO. "This allows National to focus on growing our core
analog business and improving our returns. At the same time, AMD will be able to
leverage the Geode technology through their existing manufacturing and marketing
infrastructure.  We intend  to work  with AMD to  ensure a rapid and  successful
transition for our customers."

"We look forward to warmly  welcoming  the IA team to AMD," said Billy  Edwards,
vice president and general manager,  Personal Connectivity Solutions Group, AMD.
"The addition of the IA team will accelerate our ability to deliver value to our
existing customers and in new markets."


A portion of the total National  employees who currently support the Information
Appliance  business will not be transferring to AMD,  primarily due to marketing
and  engineering  infrastructure  that AMD  already  has in place.  As a result,
National expects to lay off approximately 65 individuals in connection with this
transaction  and record a charge for  severances in the current  quarter,  which
ends August 24, 2003.

Special Note
This release contains forward-looking  statements dependent on a number of risks
and uncertainties.  These factors include, but are not restricted to, the timely
completion  of the actions  updated  above.  Other risk  factors are included in
National's  10-K for the year  ended May 25,  2003 (see the  Outlook  section of
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations).

About National Semiconductor
National  Semiconductor  is the premier analog company  driving the  information
age. Combining  real-world analog and state-of-the-art  digital technology,  the
company  is  focused  on  analog-based  semiconductor  products,  which  include
stand-alone  devices and subsystems in the areas of power  management,  imaging,
display drivers, audio, amplifiers and data conversion.  The company targets key
markets such as wireless, displays, information infrastructure and a broad range
of portable applications. With headquarters in Santa Clara, California, National
reported  sales of $1.67  billion for its most recent  fiscal  year.  Additional
company  and  product  information  is  available  on  the  World  Wide  Web  at
www.national.com.