8-A12B/A

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                    -------------

                                     Form 8-A\A

                             AMENDMENT NO. 1 TO FORM 8-A

                   FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                        PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                          National Semiconductor Corporation
                 ----------------------------------------------------
                (Exact name of registrant as specified in its charter)



                Delaware                                 95-2095071
- ----------------------------------------------         --------------
     (State of incorporation or organization)           (IRS Employer
                                                         Identification No.)



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



   Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class      Name of each exchange on which
      to be so registered      each class is to be registered
      --------------------     --------------------------------


Preferred Stock Purchase      New York Stock Exchange
Rights                        Pacific Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:

                                 None
              ---------------------------------------------
                           (Title of Class)



Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED.

   
     On August 5, 1988, the Board of Directors of National Semiconductor
Corporation (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par
value $.50 per share (the "Common Shares"), of the Company.  The dividend
was payable on August 19, 1988 ("Record Date") to the stockholders of
record on that date.  Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.50 per share (the "Preferred
Shares") of the Company at a price of $60.00 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment.
    

     Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 20% or more of
the outstanding Common Shares or (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors prior to such time as
any person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 20% or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate.

     The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares.  Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share Certificates issued after the Record Date, upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference.  Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares outstanding as of the Record Date will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.  As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Rights Certificate") will be
mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date and such separate Right Certificates alone will
evidence the Rights.

     In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right.  In the
event that (i) any person or group



of affiliated or associated persons becomes the beneficial owner of 30% or
more of the outstanding Common Shares (unless such person first acquires 20%
or more of the outstanding Common Shares by a purchase pursuant to a tender
offer for all of the Common Shares for cash, which purchase increases such
person's beneficial ownership to 85% or more of the outstanding Common
Shares) or (ii) during such time as there is an Acquiring Person, there shall
be a reclassification of securities or a recapitalization or reorganization
of the Company or other transaction or series of transactions involving the
Company which has the effect of increasing by more than 1% the proportionate
share of the outstanding shares of any class of equity securities of the
Company or any of its subsidiaries beneficially owned by the Acquiring
Person, proper provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise that number
of Common Shares having a market value of two times the exercise price of the
Right.

     At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 30% of more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one
Common Share, or one one-thousandth of a Preferred Share (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

     The Rights are redeemable at $.01 per Right at any time prior to
acquisition by a person or group of affiliated or associated persons of
beneficial ownership of 20% or more of the outstanding Common Shares.  The
Rights will expire on August 8, 1998 (unless earlier redeemed).  The First
National Bank of Boston is the Rights Agent.

     The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion
price, less than the then current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences
of indebtedness or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends payable in Preferred Shares) or
of subscription rights or warrants (other than those referred to above).

     The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares




occurring, in any such case, prior to the Distribution Date.

   
     The First Amendment to the Rights Agreement provides that the Company
may, at its option, issue new Right Certificates evidencing Rights in such
form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities or property purchasable under the Right Certificates made in
accordance with the provisions of the Rights Agreement, as amended.  In
addition, in connection with the issuance or sale of Common Shares following
the Distribution Date and prior to the redemption or expiration of the
Rights, the Company (a) shall, with respect to Common Shares so issued or
sold pursuant to the exercise of stock options or otherwise under any
employee plan or arrangement, which plan or arrangement is existing as of the
Distribution Date, or upon the exercise, conversion or exchange of any other
securities issued by the Company on or prior to the Distribution Date, (b)
shall, with respect to Common Shares so issued or sold by the Company upon
exercise, conversion or exchange, in whole or in part, of any or all of the
6.5% Convertible Subordinated Notes due October 1, 2002 issued pursuant to
that certain Indenture dated as of September 15, 1995 as may be amended from
time-to-time, between the Company and The First National Bank of Boston, a
national banking association, as Trustee, and (c) may, in any other case, if
deemed necessary or appropriate by the Board of Directors of the Company,
issue Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such
Right Certificates shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the Person to
whom such Right Certificates would be issued, and (ii) no such Right
Certificates shall be issued if, and to the extent that, appropriate
adjustments shall otherwise have been made pursuant to the Rights Agreement,
as amended, in lieu of the issuance thereof.
    

     Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $10 per share but will be entitled to an
aggregate dividend of 1,000 times the dividend declared per Common Share.  In
the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $1,000 per share
but will be entitled to an aggregate payment of 1,000 times the payment made
per Common Share.  Each Preferred Share will have 1,000 votes, voting
together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 1,000 times the amount received
per Common Share.  These rights are protected by customary antidilution
provisions.

     Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.




     The Rights have certain antitakeover effects.  The Rights may cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by its Board of Directors.  The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Common Shares as the Rights may be
redeemed by the Company at $.01 per Right prior to such time.

   
     The Rights Agreement, dated as of August 8, 1988 between the Company and
The First National Bank of Boston, as Rights Agent, specifying the terms of
the Rights (which includes as exhibits the form of Certificate of Designation
of the Series A Junior Participating Preferred Stock, form of Right
Certificate and the Summary of Rights to Purchase Preferred Shares), is
incorporated herein by reference as Exhibit 1.  The foregoing description of
the Rights is qualified by reference to such Exhibit 1.
    

   
     The First Amendment to the Rights Agreement, dated as of October 31,
1995 between the Company and The First National Bank of Boston, as Rights
Agent, is incorporated herein by reference as Exhibit 2.  The foregoing
description of the Rights is qualified by reference to such Exhibit 2.
    




Item 2.   EXHIBITS

     1.   Rights Agreement, dated as of August 8, 1988, between National
     Semiconductor Corporation and The First National Bank of Boston, which
     includes the form of Certificate of Designations of Series A Junior
     Participating Preferred Stock as Exhibit A, form of Right Certificate as
     Exhibit B and the Summary of Rights to Purchase Preferred Shares as
     Exhibit C.  Pursuant to the Rights Agreement, printed Right Certificates
     will not be mailed until as soon as practicable after the earlier of the
     tenth day after public announcement that a person or group has acquired
     beneficial ownership of 20% or more of the Common Stock or the tenth
     business day after a person commences or announces its intention to
     commence a tender or exchange offer the consummation of which would
     result in any person or group becoming the beneficial owner of 20% or
     more of the Common Stock.

   
     2.   First Amendment to the Rights Agreement, dated as of October 31,
     1995 between the Company and The First National Bank of Boston.
    




                                  SIGNATURE

   
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amended registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.

                                      NATIONAL SEMICONDUCTOR CORPORATION


Dated: December 11, 1995              By:   /s/   JOHN M. CLARK III
                                         ---------------------------------
                                                John M. Clark III
                                                Senior Vice President, General
                                                Counsel and Secretary
    





                                EXHIBIT INDEX


1.   Rights Agreement, dated as of August 8, 1988, between National
     Semiconductor Corporation and The First National Bank of Boston, which
     includes the form of Certificate of Designations of Series A Junior
     Participating Preferred Stock as Exhibit A, the form of Right Certificate
     as Exhibit B and the Summary of Rights to Purchase Preferred Shares as
     Exhibit C.  (Incorporated by reference from the Exhibits to Form 8-A
     filed August 9, 1988).

   
2.   First Amendment to the Rights Agreement, dated as of October 31, 1995
     between the Company and The First National Bank of Boston.
    

EX-2

                                                                Exhibit 2


                            FIRST AMENDMENT TO THE
                               RIGHTS AGREEMENT
                                   BETWEEN
                     NATIONAL SEMICONDUCTOR CORPORATION
                                     AND
                     THE FIRST NATIONAL BANK OF BOSTON


     THIS FIRST AMENDMENT TO THE RIGHTS AGREEMENT (this "First Amendment"),
is made and entered into between National Semiconductor Corporation, a
Delaware corporation (the "Company") and the First National Bank of Boston,
a national banking association (the "Rights Agent"), with respect to that
certain Rights Agreement, dated as of August 8, 1988 (the "Original
Agreement").

     The parties to this First Amendment are all of the parties to the
Original Agreement.  The parties to this First Amendment desire to amend the
Original Agreement as hereinafter set forth. Capitalized terms used in this
First Amendment without definition have the meanings given them in the
Original Agreement.

     Section 22 of the Original Agreement is amended and modified to read in
full as follows:

     Section 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement.  In
addition, in connection with the issuance or sale of share of Common Stock
following the Distribution Date and prior to the redemption or expiration of
the Rights, the Company (a) shall, with respect to shares of Common Stock so
issued or sold pursuant to the exercise of stock options or otherwise under
any employee plan or arrangement, which plan or arrangement is existing as of
the Distribution Date, or upon the exercise, conversion or exchange of any
other securities issued by the Company on or prior to the Distribution Date,
(b) shall, with respect to shares of Common Stock so issued or sold by the
Company upon exercise, conversion or exchange, in whole or in part, of any or
all of the 6.5% Convertible Subordinated Notes due October 1, 2002 issued
pursuant to that certain Indenture dated as of September 15, 1995 as may be
amended from time-to-time, between the Company and The First National Bank of
Boston, a national banking association, as Trustee, and (c) may, in any other
case, if deemed necessary or appropriate by the Board of Directors of the
Company, issue Right Certificates representing the appropriate number of
Rights in connection with such issuance or sale; provided, however, that (i)
no such Right Certificates shall be issued if, and to the extent that, the
Company




shall be advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the Person to
whom such Right Certificates would be issued, and (ii) no such Right
Certificates shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made pursuant to this Agreement in lieu
of the issuance thereof.

     The amendments to the Original Agreement made in this First Amendment
shall be effective as of October 31, 1995.

     IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment effective as of October 31, 1995.



                                      NATIONAL SEMICONDUCTOR CORPORATION

Attest:



By   /s/ NANCY LUDGUS                 By   /s/ JOHN M. CLARK III
  -----------------------------         --------------------------------
     Assistant Secretary                   Senior Vice President, General
                                           Counsel and Secretary

[SEAL]



Attest:



By    /s/ DUANE P. KNUTSON            By   /s/ GEOFFREY D. ANDERSON
  ------------------------------        -------------------------------
      Senior Account Manager               Senior Account Manager

[SEAL]