SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

National Semiconductor Corporation

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $0.50 Par Value Per Share

(Title of Class of Securities)

637640103

(CUSIP Number of Class of Securities (Underlying Common Stock))

Todd M. DuChene, Esq.
Senior Vice President, General Counsel and Secretary

2900 Semiconductor Drive, P.O. Box 58090

Santa Clara, California 95052-8090
(408) 376-7400

(Name, Address, and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Barry A. Bryer, Esq.

Ora T. Fisher, Esq.

Joseph M. Yaffe, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025

(650) 328-4600

Calculation of Filing Fee

Transaction valuation	Amount of filing fee*
N/A	N/A

* Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	N/A
Form or Registration No.:	N/A
Filing Party:	N/A
Date Filed:	N/A

x   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Attached is a written communication sent on August 11, 2009 by Eddie Sweeney, the Company’s Senior Vice President, Human Resources, to the Company’s employees regarding the proposed Option Exchange Program.  The communication attached as an exhibit to this filing does not constitute an offer to holders of the Company’s outstanding stock options to exchange those options.  The Option Exchange Program will be commenced, if at all, only if the Company’s stockholders approve the proposal to approve amendments to certain of the Company’s existing equity incentive plans to allow for the Option Exchange Program.

The Option Exchange Program has not yet commenced.  National will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, or SEC, upon the commencement of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read the Tender Offer Statement on Schedule TO and related materials when those materials become available, because they will contain important information about the Option Exchange Program.

National stockholders and option holders may obtain the written materials described above and other documents filed by National with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, stockholders and option holders may obtain free copies of the documents filed by National with the SEC by directing a written request to: Investor Relations, Mail Stop G2-397, National Semiconductor Corporation, 2900 Semiconductor Drive, P.O. Box 58090, Santa Clara, California 95052-8090.

Item 12. Exhibits.

Exhibit Number	Description
99.1	E-mail communication sent on August 11, 2009 by Eddie Sweeney, the Company’s Senior Vice President, Human Resources, to the Company’s HR Staff, Senior Managers and certain other employees.

2

EX-99.1

Exhibit 99.1

To:                  HR Staff; Legal Staff; Option Exchange team; Senior Managers’ distribution

From:              Eddie Sweeney, Senior Vice President — Human Resources

Date:               August 11, 2009

Subject:          Communication Rules for Proposed Option Exchange Program

Today, we filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) which included reference to National’s proposed stock option exchange program (the “Option Exchange Program”). You should also have received my email from today informing employees of this filing.  If we receive the necessary shareholder approval for the Option Exchange Program at our Stockholder’s Meeting on September 25th, 2009, we will provide employees with additional information about the Option Exchange Program.

Please be advised that the Option Exchange Program is governed by the federal securities laws and regulations. Accordingly, we are required to file with the SEC all written and recorded communications about the Option Exchange Program. Since you are a member of Human Resources, Legal, a member of the option exchange team or senior management team, you may be asked questions about the Option Exchange Program. Communications about the Option Exchange Program between you and employees or outside constituents are subject to these SEC filing and other requirements.

Please follow the rules below when responding to questions about the Option Exchange Program. Failure to follow the rules below could result in National having to take complicated and expensive corrective actions.

· Answer questions only by referring people to our definitive proxy statement or to my August 11th or July 24th, 2009 emails.

· Do not answer a question by email or by leaving a voicemail. Federal securities laws require National to file with the SEC all written and recorded communications made on behalf of National about the Option Exchange Program. We want to minimize the number of filings we have to make, as these filings can be expensive. If incorrect information is given to employees or outside constituents, or if some employees or outside constituents are given information that other employees or outside constituents are not given, we will have to take complicated and expensive corrective actions.

· If for some reason you do not follow these rules and leave a voicemail or send an email, please immediately contact Todd DuChene in the legal department.

· Do not guarantee that the Option Exchange Program will be implemented.

· Do not give any advice about whether an employee should participate in the Option Exchange Program.

· Do not give any advice regarding the tax consequences of participating in the Option Exchange Program.

Sincerely,

Eddie

Eddie Sweeney

Senior Vice President - Human Resources

National Semiconductor Corp

Phone 408 721 5000

The option exchange described in this e-mail has not yet commenced.  National will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, or SEC, upon the commencement of the option exchange. Persons who are eligible to participate in the option exchange should read the Tender Offer Statement on Schedule TO and related materials when those materials become available, because they will contain important information about the option exchange.

National stockholders and option holders may obtain the written materials described above and other documents filed by National with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, stockholders and option holders may obtain free copies of the documents filed by National with the SEC by directing a written request to: Investor Relations, Mail Stop G2-397, National Semiconductor Corporation, 2900 Semiconductor Drive, P.O. Box 58090, Santa Clara, California 95052-8090.