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): September 30, 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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[  ] Written  communication  pursuant to Rule 425 under the securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant to Rule 14d-2(b) under the Act
     (17 CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant to Rule 13e-4(c) under the Act
     (17 CFR 240.14a-12)



NATIONAL SEMICONDUCTOR CORPORATION

Table of Contents


                                                                   Page
                                                                   ----
Section 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01     Entry into a Material Definitive Agreement             3

Section 8 - Other Events
------------------------

Item 8.01     Other Events                                           3

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01     Financial Statements and Exhibits                      3

Signature                                                            4

Exhibits:
99.1     News release dated October 1, 2004





NATIONAL SEMICONDUCTOR CORPORATION

Item 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

National  Semiconductor  Corporation  ("National" or the  "Company")  offers the
Deferred  Compensation Plan ("Plan") to highly compensated employees (as defined
by IRS  regulations).  Under  SEC  rules,  the  Plan is  considered  a  material
agreement of the Company. On September 30, 2004, the Company approved a proposal
to offer Plan  participants the opportunity to direct  investments of their Plan
accounts in the Company's  $0.50 par value Common Stock  ("common  Stock").  All
such Plan investments in Common Stock will be made through open market purchases
by the Plan trustee at fair market value.  National  will not be issuing  Common
Stock to the Plan.  A copy of the Plan has  previously  been filed with the SEC.
Although  Company  Common Stock will be available as an  investment  alternative
once all legal  requirements for the offering have been satisfied,  the addition
of  Company  Common  Stock as an  investment  alternative  does not  require  an
official  Plan  amendment and therefore an amended Plan document is not included
with this Form 8-K.

Item 8.01     OTHER EVENTS

On October 1, 2004, the Company issued a news release  announcing that its Board
of Directors  has  declared a cash  dividend of $0.02 per  outstanding  share of
common stock. A copy of the news release is attached as Exhibit 99.1.

The  information in Exhibit 99.1 attached hereto 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 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits

   Exhibit No.     Description of Exhibit
   -----------     ----------------------

      99.1         News release dated October 1, 2004 issued by National
                   Semiconductor Corporation*

*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:  October 1, 2004                Robert E. DeBarr
                                       Controller
                                       Signing on behalf of the registrant and
                                       as principal accounting officer