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 10, 2004

                       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

Table of Contents


                                                                Page

Item 5.  Other Events and Regulation FD Disclosure                3

Item 7.  Financial Statements and Exhibits                        3



Signature                                                         4

Exhibits:
99.1     News release dated August 10, 2004





NATIONAL SEMICONDUCTOR CORPORATION

Item 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE

On August 10, 2004,  National  Semiconductor  Corporation  issued a news release
announcing a downward  revision of its revenue outlook for the first quarter of
fiscal 2005. A copy of the news release is attached as Exhibit 99.1.

     The  information  contained in Exhibit 99. shall not be deemed  "filed" for
purposes of Section 18 of the Securities  Exchange Act of 1934, as amended,  nor
shall it be deemed  incorporated by reference in any filing under the Securities
Act of 1933, as amended.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c )  Exhibits

Exhibit No.       Description of Exhibit

    99.1          News  release  dated  August 10,  2004 issued by  National
                  Semiconductor  Corporation* (Earnings)

*This  exhibit is intended to be furnished  and shall not be deemed  "filed" for
purposes of the Securities Exchange Act of 1934, as amended.



                                   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 10, 2004                Robert E.  DeBarr
                                       Controller
                                       Signing on behalf of the registrant and
                                       as principal accounting officer