Exhibit 24

                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that each of the  undersigned  persons  hereby
constitutes and appoints Brian L. Halla,  Lewis Chew, and John M. Clark III, and
each of them  singly,  his true and  lawful  attorney-in-fact  and in his  name,
place, and stead, and in any and all of his offices and capacities with National
Semiconductor Corporation,  to sign the Post-Effective Amendment to Registration
Statement with which this Power of Attorney is filed, and any and all amendments
to said Post-Effective  Amendment to Registration Statement, and generally to do
and perform all things and acts necessary or advisable in connection  therewith,
and each of the  undersigned  hereby ratifies and confirms all that each of said
attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

     IN WITNESS  WHEREOF,  each of the  undersigned  has hereunto  executed this
Power of Attorney as of the date set forth opposite his signature.


                    SIGNATURE                               DATE
                    ---------                               ----



    //S// STEVEN R. APPLETON                          April 14, 2004
    ------------------------
    Steven R. Appleton



    //S// ROBERT E. DEBARR                            March 25, 2004
    ------------------------
    Robert E. DeBarr