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): March 14, 2005


                       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                           3

Signature                                                                   4

Exhibits:
 99.1    News release dated March 14, 2005





NATIONAL SEMICONDUCTOR CORPORATION

Item 8.01       OTHER EVENTS

     On March 14, 2005, National Semiconductor Corporation announced that it has
signed a  definitive  agreement  to sell its PC Super I/O  business  to  Winbond
Electronics Corporation, based in Hsinchu Science Park, Taiwan, R.O.C. A copy of
the news release is attached as Exhibit 99.1.

The  information  contained  in  Exhibit  99.1 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  March 14,  2005  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:  March 14, 2005               Robert E.  DeBarr
                                     Controller
                                     Signing on behalf of the registrant and
                                     as principal accounting officer