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 14, 2004


                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

      DELAWARE                    1-6453                 95-2095071
      --------                    ------                 ----------
  (State of Incorporation)      (Commission File        (I.R.S. Employer
                                 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

Table of Contents

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Item 5.  Other Events and Regulation FD Disclosure                    3

Signature                                                             4




NATIONAL SEMICONDUCTOR CORPORATION

Item 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

We contracted in 1999 to design and manufacture a system-on-a-chip  for ZF Micro
Devices, Inc. The successor to ZF Micro Devices, ZF Micro Solutions,  sued us in
the Superior Court in Santa Clara,  California in April 2002,  asserting various
contract  and  tort  claims.  On June 14,  2004,  the  jury  found  for ZF Micro
Solutions  on a claim of  intentional  misrepresentation,  awarding  damages  of
$28,000,000  and on a claim of breach of the implied  covenant of good faith and
fair dealing,  awarding damages of $1,950,000. On seven other claims by ZF Micro
Solutions,  the  jury  found  for  us.  The  jury  also  found  for  us  on  our
breach-of-contract cross-claim, awarding damages of $1,098,003.86.

We intend to challenge the verdicts in favor of ZF Micro Solutions in post-trial
motions and to vigorously  pursue the appeal of any judgment that may be entered
against us in this matter.




                                   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:  June 15, 2004                   Robert E.  DeBarr
                                        Controller
                                        Signing on behalf of the registrant and
                                        as principal accounting officer