UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 15


CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number 1-6453

                       NATIONAL SEMICONDUCTOR CORPORATION

             (Exact name of registrant as specified in its charter)

                    2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
                       SANTA CLARA, CALIFORNIA 95052-8090
                                 (408) 721-5000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                        Preferred Stock Purchase Rights
            (Title of each class of securities covered by this Form)

                    Common Stock, par value $0.50 per share
(Titles of all other  classes  of  securities  for which a duty to file  reports
under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)  |X|                Rule 12h-3(b)(1)(i)  |_|
Rule 12g-4(a)(1)(ii) |_|                Rule 12h-3(b)(1)(ii) |_|
Rule 12g-4(a)(2)(i)  |_|                Rule 12h-3(b)(2)(i)  |_|
Rule 12g-4(a)(2)(ii) |_|                Rule 12h-3(b)(2)(ii) |_|
                                        Rule 15d-6           |_|

Approximate  number of holders of record as of the certification or notice date:
- -0-*

*The Preferred Stock Purchase Rights expired on August 8, 2006.

Pursuant to the  requirements of the Securities  Exchange Act of 1934,  National
Semiconductor  Corporation has caused this  certification/notice to be signed on
its behalf by the undersigned duly authorized person.


Date: August 9, 2006    By: /s/ John M. Clark III
                            ---------------------------------
                            John M. Clark III
                            Senior Vice President, General Counsel and Secretary