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): May 6, 2005


                       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)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[ ] Written communication  pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




NATIONAL SEMICONDUCTOR CORPORATION

Table of Contents

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Section 5 - Departure of Directors or Principal Officers; Election of 
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Directors; Appointment of Principal Officers
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Item 5.02(b)    Departure of Principal Officers                               3

Signature                                                                     4



NATIONAL SEMICONDUCTOR CORPORATION

Item 5.02(b)    Departure of Principal Officers

     On May 6, 2005, Kamal K. Aggarwal, who holds the position of Executive Vice
President, Central Technology and Manufacturing Group, informed the Company that
he would be retiring on July 8, 2005.





                                   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



Dated:  May 10, 2005                 //S// Robert E.  DeBarr
                                     -----------------------
                                     Robert E.  DeBarr
                                     Controller
                                     Signing on behalf of the registrant and
                                     as principal accounting officer