SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SEIF ULRICH

(Last)

(First)

(Middle)

STOCK ADMINISTRATION, MAIL STOP C1-640

2900 SEMICONDUCTOR DR.

(Street)

SANTA CLARA

95051

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL SEMICONDUCTOR CORP [ NSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President and CIO

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/14/2005		M		21,000	A	$8.025	23,828.3272	D
Common Stock	09/14/2005		S		21,000	D	$26.17	2,828.3272	D
Common Stock	09/14/2005		M		4,000	A	$8.025	6,828.3272	D
Common Stock	09/14/2005		S		4,000	D	$26.18	2,828.3272	D
Common Stock	09/14/2005		M		6,000	A	$6.3	8,828.3272	D
Common Stock	09/14/2005		S		6,000	D	$26.18	2,828.3272	D
Common Stock	09/14/2005		M		5,000	A	$6.3	7,828.3272	D
Common Stock	09/14/2005		S		5,000	D	$26.21	2,828.3272	D
Common Stock	09/14/2005		M		2,000	A	$6.3	4,828.3272	D
Common Stock	09/14/2005		S		2,000	D	$26.22	2,828.3272	D
Common Stock	09/14/2005		M		3,000	A	$6.3	5,828.3272	D
Common Stock	09/14/2005		S		3,000	D	$26.23	2,828.3272	D
Common Stock	09/14/2005		M		9,000	A	$6.3	11,828.3272	D
Common Stock	09/14/2005		S		9,000	D	$26.25	2,828.3272	D
Common Stock								963.141	I	by Trust
Common Stock								1,884.739	I	by Trust.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option with tandem tax withholding right	$6.3	09/14/2005		M			6,000	10/17/2003⁽¹⁾	10/17/2012	Common Stock	6,000	$0	44,000	D
Employee Stock Option with tandem tax withholding right	$6.3	09/14/2005		M			5,000	10/17/2003⁽¹⁾	10/17/2012	Common Stock	5,000	$0	39,000	D
Employee Stock Option with tandem tax withholding right	$6.3	09/14/2005		M			2,000	10/17/2003⁽¹⁾	10/17/2012	Common Stock	2,000	$0	37,000	D
Employee Stock Option with tandem tax withholding right	$6.3	09/14/2005		M			3,000	10/17/2003⁽¹⁾	10/17/2012	Common Stock	3,000	$0	34,000	D
Employee Stock Option with tandem tax withholding right	$6.3	09/14/2005		M			9,000	10/17/2003⁽¹⁾	10/17/2012	Common Stock	9,000	$0	25,000	D
Employee Stock Option with tandem tax withholding right	$8.03	09/14/2005		M			21,000	08/06/2003⁽²⁾	08/06/2012	Common Stock	21,000	$0	16,500	D
Employee Stock Option with tandem tax withholding right	$8.03	09/14/2005		M			4,000	08/06/2003⁽²⁾	08/06/2012	Common Stock	4,000	$0	12,500	D
Employee Stock Option with tandem tax withholding right	$11.63	09/14/2005		M			12,300	07/15/2004⁽³⁾	07/15/2009	Common Stock	12,300	$0	167,700	D
Employee Stock Option with tandem tax withholding right	$11.63	09/14/2005		M			1,000	07/15/2004⁽³⁾	07/15/2009	Common Stock	1,000	$0	166,700	D
Employee Stock Option with tandem tax withholding right	$11.63	09/14/2005		M			51,000	07/15/2004⁽³⁾	07/15/2009	Common Stock	51,000	$0	115,700	D
Employee Stock Option with tandem tax withholding right	$11.63	09/14/2005		M			21,700	07/15/2004⁽³⁾	07/15/2009	Common Stock	21,700	$0	94,000	D
Employee Stock Option with tandem tax withholding right	$11.63	09/14/2005		M			3,000	07/15/2004⁽³⁾	07/15/2009	Common Stock	3,000	$0	91,000	D
Employee Stock Option with tandem tax withholding right	$11.63	09/14/2005		M			1,000	07/15/2004⁽³⁾	07/15/2009	Common Stock	1,000	$0	90,000	D
Employee Stock Option with tandem tax withholding right	$12.75	09/14/2005		M			3,000	05/14/1998⁽⁴⁾	05/14/2007	Common Stock	3,000	$0	12,000	D
Employee Stock Option with tandem tax withholding right	$12.75	09/14/2005		M			12,000	05/14/1998⁽⁴⁾	05/14/2007	Common Stock	12,000	$0	0	D
Employee Stock Option with tandem tax withholding right	$12.98	09/14/2005		M			45,700	04/17/2002⁽⁵⁾	04/17/2011	Common Stock	45,700	$0	104,300	D
Employee Stock Option with tandem tax withholding right	$12.98	09/14/2005		M			15,400	04/17/2002⁽⁵⁾	04/17/2011	Common Stock	15,400	$0	88,900	D
Employee Stock Option with tandem tax withholding right	$12.98	09/14/2005		M			1,700	04/17/2002⁽⁵⁾	04/17/2011	Common Stock	1,700	$0	87,200	D
Employee Stock Option with tandem tax withholding right	$12.98	09/14/2005		M			37,500	04/17/2002⁽⁵⁾	04/17/2011	Common Stock	37,500	$0	49,700	D
Employee Stock Option with tandem tax withholding right	$12.98	09/14/2005		M			10,000	04/17/2002⁽⁵⁾	04/17/2011	Common Stock	10,000	$0	39,700	D
Employee Stock Option with tandem tax withholding right	$12.98	09/14/2005		M			36,000	04/17/2002⁽⁵⁾	04/17/2011	Common Stock	36,000	$0	3,700	D
Employee Stock Option with tandem tax withholding right	$12.98	09/14/2005		M			3,700	04/17/2002⁽⁵⁾	04/17/2011	Common Stock	3,700	$0	0	D

Explanation of Responses:

1. The stock option became exercisable in four equal annual installments beginning on October 17, 2003.

2. The stock option became exercisable in four equal annual installments beginning on August 6, 2003.

3. The stock option became exercisable 25% on July 15, 2004, and then 1/48th per month for the following 36 months.

4. The stock option became exercisable in four equal annual installments beginning on May 14, 1998.

5. The stock option became exercisable in four equal annual installments beginning on April 17, 2002.

Remarks:

The nature of the indirect beneficial ownership shown in item 7 on Table 1 is shares held by the Company's Retirement and Savings Program. As of May 29, 2005, the 2005 fiscal year end, based on unitized valuations provided by the Plan Trustee, 963.141 shares contributed by the Company to Mr. Seif's Profit Sharing Plan account were fully vested. Shares contributed to the Plan by the Company are exempt under Rule 16b-3(c). Share amounts will vary based on unitized values provided by the Plan Trustee. The Company has ceased to make contributions of NSC stock to the Profit Sharing Plan. Further, as of the FY 2005 fiscal year of May 29, 2005, based on unitized valuations provided by the Plan Trustee, 1,884.739 shares of NSC stock had been acquired under the NSC Stock Fund in the Company's Savings Plus 401(k) Plan of the Retirement and Savings Program for the benefit of Mr. Seif. These acquisitions are exempt as Discretionary Transactions under Rule 16b-3(f). Share amounts will vary based on unitized values provided by the Plan Trustee and changes in share amounts do not necessarily represent dispositions or acquisitions made by Mr. Seif in the Savings Plus 401(k) Plan. Mr. Seif has not made any dispositions in the NSC Stock Fund and has ceased acquiring shares in the NSC Stock with payroll deductions.

	By: Susan Schmidt, Attorney-in-Fact For: Ulrich Seif	09/15/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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