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                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): November 1, 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 8 - Other Events
------------------------

Item 8.01 Other Events                                                  3

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

Item 9.01 Financial Statements and Exhibits



Signature                                                               4

Exhibits: 99.1 News release dated November 1, 2004








NATIONAL SEMICONDUCTOR CORPORATION

Item 8.01  Other Events

On November 1, 2004,  National  Semiconductor  Corporation issued a news release
announcing a downward  revision of its revenue outlook for the second 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c ) Exhibits

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

    99.1          News release dated November 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:  November 1, 2004                 Robert E.  DeBarr
                                         Controller
                                         Signing on behalf of the registrant and
                                         as principal accounting officer