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): December 4, 2003


                       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 Number)


                    2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
                       SANTA CLARA, CALIFORNIA 95052-8090
                    (Address of Principal Executive Offices)

                                 (408) 721-5000

              (Registrant's telephone number, including area code)




NATIONAL SEMICONDUCTOR CORPORATION

Table of Contents


                                                                  Page

Item 7.  Financial Statements and Exhibits                         3

Item 12. Results of Operations and Financial Condition             3

Signature                                                          4

Exhibits:
  99.1   News release dated December 4, 2003




NATIONAL SEMICONDUCTOR CORPORATION

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c )  Exhibits

Exhibit No.      Description of Exhibit

     99.1       News release dated December 4, 2003 issued by National
                Semiconductor Corporation*

*This  exhibit is intended to be furnished  and shall not be deemed  "filed" for
purposes of the Securities Exchange Act of 1934, as amended.

Item 12.  RESULTS OF OPERATION AND FINANCIAL CONDITION

     On  December  4, 2003,  National  Semiconductor  Corporation  issued a news
release  announcing  earnings  for the quarter  ended  November  23,  2003.  The
earnings  news  release,  which has been  attached  as  Exhibit  99.1,  contains
Condensed Consolidated Statements of Operations,  Balance Sheets, and Statements
of Cash Flows that are  presented in  accordance  with United  States  generally
accepted accounting principles, or GAAP.

     The news  release  also  contains  information  on  operating  results that
excludes  special  charges  relating to cost reduction  actions.  This operating
results  information is not presented in accordance with GAAP and is provided as
supplemental  information  because  we  believe  it gives  investors  additional
information  that  will  provide  a  better   understanding  of  the  underlying
performance  of  our  business.  The  non-GAAP  results  information  should  be
considered  supplemental  to,  and not a  substitute  for or  superior  to,  the
financial  statements prepared in accordance with GAAP that are contained in the
news release.

     The information in Exhibit 99.1 attached hereto shall not be deemed "filed"
for purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,
nor  shall it be  deemed  incorporated  by  reference  in any  filing  under the
Securities Act of 1933, as amended.




                                                              SIGNATURES

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 hereunto duly authorized.

                                        NATIONAL SEMICONDUCTOR CORPORATION

                                        //S// Robert E.  DeBarr

Dated:  December 4, 2003                Robert E.  DeBarr
                                        Controller
                                        Signing on behalf of the registrant and
                                        as principal accounting officer