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):  October 5, 1998



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 No.)



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


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



NATIONAL SEMICONDUCTOR CORPORATION

INDEX



                                                          Page No.
                                                          --------


Item 5. Other Events                                         3

Item 7. Financial Statements and Exhibits                    4

Signature                                                    5


Item 5. Other Events
- --------------------

On October 5, 1998, the Company announced plans to consolidate its wafer
manufacturing operations in Greenock, Scotland and to seek investors to
acquire and operate the facility in Greenock as an independent foundry
business.  The decision for this action was made in light of continued 
weakness in the semiconductor market, which has resulted in overall 
lower capacity utilization in the Company's manufacturing facilities.
In addition to the information included in the Company's News Release
dated October 5, 1998, which is incorporated herein by reference, the 
following is provided to further describe the impact of the Company's 
actions:

The Company will close its 4-inch wafer fabrication facility ("Fab 1")
and consolidate Fab 1 manufacturing into the Company's 6-inch wafer 
fabrication facility ("Fab 3").  This action is expected to be completed 
within 12 to 18 months.  In connection with the closure of Fab 1, the 
Company will incur a one-time charge of approximately $18-$25 million in
its second quarter of fiscal 1999.  The charge will include
approximately $10-$15 million for severance, approximately $3-$5 million 
for costs associated with the dismantling of Fab 1 and approximately $5
million for other related exit costs.  In accordance with Statement of 
Financial Accounting Standards ("SFAS") No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed 
of, the Company reviewed the carrying value of the Fab 1 assets for
impairment in light of the change in circumstances.  The Company 
performed an impairment test utilizing expected cash flows over the 
remaining estimated useful lives of these assets and determined that
they were not impaired, since the carrying value of the assets will be 
fully recovered through expected cash flows prior to the expected date 
of disposal.  The Company expects to dispose of the Fab 1 assets at the 
time of closure and will continue to use these assets until that time.
Therefore, the related assets do not meet the criteria for assets to be 
held for disposal under SFAS No. 121, because the Company does not have 
the current ability to remove the assets from operation. As a result,
the Company will recognize approximately $2.5 million additional 
depreciation expense per quarter over the next 18 months, which 
represents the acceleration of depreciation related to these assets due 
to their shortened remaining useful lives and reduces their carrying 
value to expected salvage value at the time of disposal.

In conjunction with plans to seek outside investors to acquire and 
operate the Greenock facility, the Company reviewed the carrying value 
of the Fab 3 assets for impairment.  The Company performed an impairment 
test utilizing expected cash flows over the remaining estimated useful 
lives of these assets and determined that they were not impaired, since 
the carrying value of the assets become fully recovered through expected 
cash flows prior to the expected date of disposal.  The assets also do
not meet the criteria for assets to be held for disposal under SFAS No. 
121, because the Company does not have the current ability to remove the 
assets from operation. Management believes that the likely sale of the
assets would result in substantial loss, as estimated sales proceeds 
would not exceed the asset carrying value based on current depreciation 
rates.  There is also a risk that the Company will be unsuccessful in 
seeking investors, in which case, the Company may decide to either 
shutdown or continue to operate the facility.  Management has re-
evaluated the remaining useful lives and salvage value of these assets,
based on the probability of these potential alternatives.  As a result,
the Company will recognize approximately $6 million additional 
depreciation expense per quarter over the adjusted remaining lives of
the Fab 3 assets, which represents acceleration of depreciation to 
reduce their carrying value to expected fair value less cost to sell at
the estimated time of disposal.

Other costs associated with this action, which will be charged to future 
operations, include approximately $20-$25 million for process transfer 
costs and approximately $6-$8 million for retention bonuses.  The 
process transfer costs will be recorded as incurred and the retention 
bonuses will be recorded ratably as earned over the employees' service 
period.



Item 7. Financial Statements and Exhibits
- -----------------------------------------

    (c). Exhibits
         --------

    Designation  
    of Exhibit     Description of Exhibit
    -------------- -----------------------

         99        Contents of News Release dated October 5,
                   1998.




SIGNATURE
- ---------


   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 thereunto duly authorized.



                                NATIONAL SEMICONDUCTOR CORPORATION



Date:  October 8, 1998
                                ----------------------------------
                                Richard D. Crowley, Jr.
                                Vice President and Controller
                                Signing on behalf of the
                                registrant and as principal  
                                accounting officer


www.national.com



For more information:
     P.R.:    Bill Callahan          Alan Bernheimer  
              (408) 721-2871         (408) 721-8665   
              bill.callahan@nsc.com  alan.bernheimer@nsc.com

Financial:    Jim Foltz
              (408) 721-5693
	        invest.group@nsc.com

NATIONAL SEMICONDUCTOR ANNOUNCES PLANS TO RESTRUCTURE
AND SPIN OUT WAFER MANUFACTURING OPERATIONS IN SCOTLAND 
SANTA CLARA, CA, October 5, 1998--National Semiconductor 
Corporation (NSM:NYSE) today announced plans to consolidate its
wafer manufacturing operations in Greenock, Scotland and said it 
is currently seeking investors to spin out the remaining 
operations there as an independent foundry operation. 
The Greenock facility near Glasgow currently has two 
manufacturing lines designated as Fab 1, which processes 4-
inch diameter wafers, and Fab 3, which processes 6-inch wafers. 
The plan announced today will close Fab 1 and consolidate all 
manufacturing at this site into Fab 3. Employment at Greenock will 
not be affected for at least six months, but expectations are that 
the consolidation will reduce total employment there from 1,000 to 
400, starting in March 1999. The full transition to Fab 3 is 
expected to take another 12 months after that to reach completion. 
Some product lines and personnel will also be transferred to other 
National facilities with excess capacity. The action has no impact 
on the company's Product Development/Design Center in Greenock, 
which employs 40 people. National said negotiations for the spin 
out will go forward simultaneously as part of the company's 
efforts to establish the Greenock site as a new foundry business 
in Scotland.
	National attributed the actions to continuing weakness in 
the global semiconductor market, which has resulted in 
underutilization of the company's wafer manufacturing sites 
worldwide, excluding the company's new 0.25-micron facility in 
South Portland, Maine, which is operating at full capacity. 
"This decision in no way reflects on the outstanding 
performance of our Scottish workforce," said Brian Halla, 
president and chief executive officer of National Semiconductor.
"We greatly value the contributions they have made to our 
operations and deeply regret the impact of this action on this 
highly skilled and motivated workforce," he added.
"We currently have the equivalent of one factory too many to 
meet the business level of the next four to five years," Halla 
said. "The decision to consolidate our operations at Greenock and 
seek investors to operate the facility independently is a direct 
result of continuing softness in the semiconductor market and of 
factory utilization rates below 50 percent. We believe our 
restructuring plans for Greenock offer the best prospects to 
ensure continuation of manufacturing operations there and to 
preserve the employment opportunities of the greatest possible 
number of current employees," he added. 
	National said that even its best forecasts of market growth 
over the next several years would not support current capacity 
levels at Greenock but added that the flexibility of a foundry 
relationship would be a more viable approach to meeting periods of 
peak market demand.
As a result of the restructuring, the company said it will
take an additional one-time charge of approximately $25 million in 
the current quarter, which ends November 29, 1998.
National said it is prepared to support the spin out by 
buying back wafers and providing support services for a period of 
time to be negotiated. The company has previously completed 
similar successful transfers of manufacturing and other operations
in the United States and Israel, including the spin out of its 
Fairchild Semiconductor businesses in 1997, and the transfer of 
its manufacturing operations in Israel to Tower Semiconductor in 
1993. 
 
# # #