UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C. 20549

                              FORM 11-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended May 31, 1994

                                   OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from           to ____. 

Commission File Number: 1-6453
 
            NATIONAL SEMICONDUCTOR CORPORATION  
              RETIREMENT AND SAVINGS PROGRAM  
                             (title of plan)

            NATIONAL SEMICONDUCTOR CORPORATION          
             (issuer of securities held pursuant to the plan)

                 DELAWARE                         95-2095071
          (State of incorporation)     (I.R.S. Employer Identification 
                                         Number)

               2900 Semiconductor Drive, P.O. Box 58090
                  Santa Clara, California  95052-8090   
                (Address of principal executive offices)

Issuer's telephone number, including area code:  (408) 721-5000





NATIONAL SEMICONDUCTOR CORPORATION
RETIREMENT AND SAVINGS PROGRAM


INDEX

                                                 Page

Required Information                               3

Signature                                          4

Index to Exhibits                                  5





NATIONAL SEMICONDUCTOR CORPORATION
RETIREMENT AND SAVINGS PROGRAM


Required Information 

Items 1-3
National Semiconductor Corporation Retirement and Savings Program 
Financial Statements and Supplemental Schedules for the fiscal years 
ending May 31, 1994 and May 31, 1993, together with Independent 
Auditor's Report prepared in accordance with the financial reporting 
requirements of ERISA (Incorporated by reference from Form SE dated 
October 27, 1994).





                               SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
trustees (or other persons who administer the employee benefit plan) 
have duly caused this annual report to be signed on its behalf by the 
undersigned hereunto duly authorized. 


                                   National Semiconductor Corporation
                                   Retirement and Savings Program




Date:  October 31, 1994            /s/George Scalise
                                   Chairman, Administrative Committee
                                   of the National Semiconductor 
                                   Corporation Retirement and Savings
                                   Program




INDEX TO EXHIBITS

Designation              Description of Exhibit

1.0    Consent of Independent Auditors




                                                            Exhibit  1.0


CONSENT OF INDEPENDENT AUDITORS


The Administrative Committee
National Semiconductor Corporation
  Retirement and Savings Program

     We consent to the incorporation by reference in Registration 
Statement number 33-48943 on Form S-8 of National Semiconductor 
Corporation filed with the Securities and Exchange Commission on August 
26, 1992, of our report dated September 30, 1994, on the financial 
statements and supplemental schedules included in the Annual Report on 
Form 11-K of the National Semiconductor Corporation Retirement and 
Savings Program for the year ended May 31, 1994.




/s/Morris, Davis & Chan


Oakland, California
October 26, 1994