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^*

CLARK JOHN M

(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,

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2006

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	01/19/2006		M		15,000	A	$12.975	46,642	D
Common Stock	01/19/2006		S		15,000	D	$28.68	31,642	D
Common Stock	01/19/2006		M		10,000	A	$12.975	41,642	D
Common Stock	01/19/2006		S		10,000	D	$28.67	31,642	D
Common Stock	01/19/2006		M		5,000	A	$11.625	36,642	D
Common Stock	01/19/2006		S		5,000	D	$28.67	31,642	D
Common Stock								868	I	by Spouse
Common Stock								3,475.453	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	$11.63	01/19/2006		M			5,000	07/15/2004⁽¹⁾	07/15/2009	Common Stock	5,000	$0	47,000	D
Employee Stock Option with tandem tax withholding right	$12.98	01/19/2006		M			15,000	04/17/2002⁽²⁾	04/17/2011	Common Stock	15,000	$0	23,000	D
Employee Stock Option with tandem tax withholding right	$12.98	01/19/2006		M			10,000	04/17/2002⁽²⁾	04/17/2011	Common Stock	10,000	$0	13,000	D

Explanation of Responses:

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

2. 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 allocated and held by the Profit Sharing Plan in 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, 3,475.453 shares allocated to Mr. Clark's account were fully vested. Shares are contributed to the Plan by the Company and 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.

	By: Susan Schmidt, Attorney-in-Fact For: John M. Clark	01/23/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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