<PAGE>

   As filed with the Securities and Exchange Commission on May  ____, 1997
                                                       Registration No. _____
------------------------------------------------------------------------------
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     Under 
                           THE SECURITIES ACT OF 1933

                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                  <C>                                      <C>
          DELAWARE                                                                  95-2095071
(State or other jurisdiction of          2900 Semiconductor Drive               (I.R.S. Employer
incorporation or organization)              P.O. Box 58090                    Identification Number)
                                    Santa Clara, California 95052-8090
                                  (Address of principle executive offices)
                     Registrant's telephone number including area code: (408)721-5000
</TABLE>
                              ----------------------

               NATIONAL SEMICONDUCTOR CORPORATION STOCK OPTION PLAN
                                       and
       NATIONAL SEMICONDUCTOR CORPORATION 1997 EMPLOYEES STOCK OPTION PLAN
                           (Full title of the plans) 

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

                             JOHN M. CLARK III, Esq.
                     Senior Vice President, General Counsel
                                  and Secretary
                       NATIONAL SEMICONDUCTOR CORPORATION
                    2900 Semiconductor Drive, P.O. Box 58090
                           Santa Clara, CA 95052-8090
                                  (408)721-5000

 (Name, address and telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
  Title of           Shares      Proposed Maximum     Proposed Maximum      Amount of 
Securities to        to be        Offering Price         Aggregate         Registration
be Registered      Registered      Per Share (1)      Offering Price (1)      Fee (1) 
----------------------------------------------------------------------------------------
<S>               <C>               <C>                <C>                 <C>
Common Stock      16,600,000 shs    $25.875            $429,525,000        $130,159.09
$0.50 par value 
----------------------------------------------------------------------------------------
Preferred Stock        (2) 
Purchase Rights 
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>
(1)  Estimated for the purpose of calculating the registration fee pursuant to
     Rule 457(c) on the basis of the average of the high and low prices of the
     Common Stock on May 5, 1997 of $25.875 per share, as reported on the New
     York Stock Exchange Composite Transactions, which is used as the estimate
     offering price solely for the purpose of determining the registration fee,
     in accordance with Rule 457(h).
(2)  Each share of Common Stock includes one Preferred Stock Purchase Right
     issued under the Rights Agreement, dated as of August 8, 1988, as amended,
     between the Registrant and The First National Bank of Boston, as Rights
     Agent.

*    Pursusant to Rule 429 under the Securities Act of 1933, the propsectus
     which forms a part of this Registration statement also relates to
     32,754,929 shares under the Registrant's Stock Option Plan that were
     previously registered under Registration Statements 2-92468, 33-189-13, 33-
     48941, and 33-61377  with respect thereto.
<PAGE>

                                     PART I

                                EXPLANATORY NOTE

     As permitted by the rules of the Securities and Exchange Commissions 
(the "Commission"), this Registration Statement omits the information 
specified in Part I of Form S-8.  The documents containing the information 
specified in Part I will be delivered to the participants in the Plan as 
required by Securities Act Rule 428(b).  Such documents are not being filed 
as part of this Registration Statement or as prospectuses or prospectus 
supplements pursuant to Rule 424.


                                        I-1

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents which have been filed with the Commission 
under Commission File Number 1-6453 by the Company are hereby incorporated by 
reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended May
          26, 1996, including the portions of the Company's 1996 Annual Report
          and the Company's Proxy Statement for the 1996 Annual Meeting of
          Stockholders incorporated therein by reference;

     (b)  All other reports filed by the Company pursuant to Section 13(a) and
          15(d) of the Securities and Exchange Act of 1934 ("Exchange Act") 
          since May 26, 1996;

     (c)  The description of the Common Stock contained in the Company's
          Registration Statement on Form 8-A filed September 8, 1970; and

     (d)  The description of the Preferred Stock Purchase Rights contained in
          the Company's Registration Statement on Form 8-A filed August 9, 1988
          and any amendments thereto filed for the purpose of updating such
          description.
     
          All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be part hereof from the date 
of filing of such documents.
     
          Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed documents which also is 
or is deemed to be incorporated by reference herein modifies or supersedes 
such statements.  Any such statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this 
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          In connection with the filing of the Registration Statement, John 
M. Clark III, Esq. has rendered an opinion to the Company upon the legality 
of the Common Stock being registered hereunder.  At the time of rendering 
such opinion, Mr. Clark had a substantial interest in the Company, as defined 
by the rules of the Securities and Exchange Commission, in that the fair 
market value of the 14,710 shares of Common Stock owned directly and 
indirectly by him and the 80,000 shares of Common Stock subject to options 
held by him exceeds $50,000. Also at such time, Mr. Clark was connected with 
the Company in that he was Senior Vice President, General Counsel and 
Secretary of the Company.


                                        II-1

<PAGE>


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 102 of the Delaware General Corporation Law ("DGCL") allows 
a corporation to eliminate the personal liability of directors of a 
corporation to the corporation or to any of its stockholders for monetary 
damages for a breach of fiduciary duty as a director, except (i) for breach 
of the director's duty of loyalty, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) for certain unlawful dividends and stock repurchases or (iv) for any 
transaction from which the director derived an improper personal benefit.  
Article Thirteenth of the Company's Second Restated Certificate of 
Incorporation (the "Certificate") provides that no director shall be 
personally liable to the Company or its stockholders for monetary damages for 
any breach of his fiduciary duty as a director, except as provided in Section 
102 of the DGCL.

          Section 145 of the DGCL provides that in the case of any action 
other than one by or in the right of the corporation, a corporation may 
indemnify any person who was or is a party or is threatened to be made a 
party to any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that such person is or 
was a director, officer, employee or agent of the corporation, or is or was 
serving at the request of the corporation in such capacity on behalf of 
another corporation or enterprise, against expenses (including attorney's 
fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by him in connection with such action if he acted in good 
faith and in a manner he reasonably believed to be in, or not opposed to, the 
best interest of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.

          Section 145 of the DGCL provides that in the case of an action by 
or in the right of a corporation to procure a judgment in its favor, a 
corporation may indemnify any person who was or is a party or is threatened 
to be made a party to any action or suit by reason of the fact that such 
person is or was a director, officer, employee or agent of the corporation, 
or is or was serving at the request of the corporation in such capacity on 
behalf of another corporation or enterprise, against expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection with 
the defense or settlement of such action or suit if he acted under standards 
similar to those set forth in the preceding paragraph, except that no 
indemnification may be made in respect of any action or claim as to which 
such person shall have been adjudged to be liable to the corporation, unless 
a court determines that such person is fairly and reasonably entitled to 
indemnification.

          Article Thirteenth of the Company's Certificate provides that the 
Company shall to the extent permitted by law indemnify any person for all 
liabilities incurred by or imposed upon him as a result of any action or 
threatened action, suit or proceeding, whether civil, criminal, 
administrative or investigative, in which he shall be involved by reason of 
the fact that he is or was serving as a director, officer or employee of the 
Company or that, at the request of the Company, he is or was serving another 
corporation or enterprise in any capacity.  Article VIII of the Company's 
By-Laws provides for indemnification of any person who was or is a party to 
any threatened, pending or completed action, or to any derivative proceeding 
by reason of the fact that he is or was a director, officer, employee or 
agent of the corporation, or was serving at the request of the corporation in 
that capacity for another corporation if he acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the best interests 
of the corporation, and with respect to any criminal action or proceeding, 
had no reasonable cause to believe his conduct unlawful.

          The Company has purchased and maintains at its expense on behalf of 
directors and officers insurance, within certain limits, covering liabilities 
that may be incurred by them in such capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


                                     II-2
<PAGE>

ITEM 8.   TABLE OF EXHIBITS

4.1  Second Restated Certificate of Incorporation of the Company, as amended
     (incorporated by reference from the Exhibits to the Company's Registration
     Statement on Form S-3 Registration No. 33-52775, which became effective
     March 22, 1994); Certificate of Amendment of Certificate of Incorporation
     dated September 30, 1994 (incorporated by reference from the Exhibits to
     the Company's Registration Statement on Form S-8 Registration No. 333-09957
     which became effective August 12, 1996).

4.2  By-Laws of the Company (incorporated by reference from the Exhibits to the
     Company's 10-Q for the quarter ended November 21, 1996, filed December 20,
     1996).

4.3  Form of Common Stock Certificate (incorporated by reference from the
     Exhibits to the Company's Registration Statement on Form S-3 Registration
     No. 33-48935, which became effective October 5, 1992).

4.4  Rights Agreement (incorporated by reference from the Exhibits to the
     Company's Registration Statement on Form 8-A filed August 10, 1988).  First
     Amendment to the Rights Agreement dated as of October 31, 1995
     (incorporated by reference from the Exhibits to the Company's Amendment No.
     1 to the Registration Statement on Form 8-A filed December 11, 1995). 
     Second Amendment to the Rights Agreement dated as of December 17, 1996
     (incorporated by reference from the Exhibits to the Company's Amendment No.
     2 to the Registration Statement on Form 8-A filed January 17, 1997.)

5.1  Opinion re Legality

10.1 National Semiconductor Corporation Stock Option Plan

10.2 National Semiconductor Corporation 1997 Employees Stock Option Plan

23.1 Consent of Independent Auditors

23.2 Consent of Counsel (Included in Exhibit 5)   

24.1 Power of Attorney


ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)  to include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (ii) to reflect in the Prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement, and

               (iii)     to include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;


                                        II-3

<PAGE>

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
               shall not apply to information contained in periodic reports 
               filed by the Registrant pursuant to Section 13 or Section 15(d) 
               of the Exchange Act that are incorporated by reference in this
               Registration Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933 (the "Securities Act"), each such post-
               effective amendment shall be deemed to be a new registration
               statement relating to the securities offered therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof; and 

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act that is incorporated by reference in this
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered herein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Act and is, therefore, unenforeceable.  In the event that a
          claim for indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a director,
          officer or controlling person of the Registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection  with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final adjudication 
          of such issue.


                                        II-4

<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Santa Clara, California, on the 7th day of May 
1997. 

                              NATIONAL SEMICONDUCTOR CORPORATION

                              By          BRIAN L. HALLA* 
                                -------------------------------------------
                                   Brian L. Halla
                                   Chairman of the Board, and Chief 
                                   Executive Officer


          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS 
REGISTRATION STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING 
PERSONS IN THE CAPACITIES INDICATED ON THE 7TH DAY OF MAY, 1997.

     BRIAN L. HALLA*                     Chairman of the Board, President 
------------------------------------     and Chief Executive Offficer     
(Brian L. Halla)                         (Principal Executive Officer)    

     DONALD MACLEOD*                     Executive Vice President, Finance 
------------------------------------     and Chief Financial Officer       
(Donald MacLeod)                         (Principal Financial Officer)     

RICHARD D. CROWLEY, JR.*                 Vice President and Controller  
------------------------------------     (Principal Accounting Officer) 
(Richard D. Crowley, Jr.)

GARY P. ARNOLD*                          Director
------------------------------------     
(Gary P. Arnold)

ROBERT BESHAR*                           Director
------------------------------------     
(Robert Beshar)

EDWARD R. McCRACKEN*                     Director
------------------------------------     
(Edward R. McCracken)

MODESTO A. MAIDIQUE*                     Director
------------------------------------     
(Modesto A. Maidique)

J. TRACY O'ROURKE*                       Director
------------------------------------     
(J. Tracy O'Rourke)

CHARLES E. SPORCK*                       Director
------------------------------------     
(Charles E. Sporck)


DONALD E. WEEDEN*                        Director
------------------------------------     
(Donald E. Weeden)

By:   /s/ JOHN M. CLARK III
   --------------------------------
          John M. Clark III
          Attorney-in-Fact

                                        II-5

<PAGE>


                       NATIONAL SEMICONDUCTOR CORPORATION

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                              Page 
Number    Description of Exhibit                                                    Number
-------------------------------------------------------------------------------------------
<S>       <C>                                                                       <C>
4.1       Second Restated Certificate of Incorporation of the Company, as
          amended (incorporated by reference from the Exhibits to the Company's
          Registration Statement on Form S-3 Registration No. 33-52775, which
          became effective March 22, 1994); Certificate of Amendment of
          Certificate of Incorporation dated September 30, 1994 (incorporated by
          reference from the Exhibits to the Company's Registration Statement on
          Form S-8 Registration No. 333-09957  which became effective August 12,
          1996.)

4.2       By-Laws of the Company (incorporated by reference from the Exhibits to
          the Company's 10-Q for the quarter ended November 24, 1996, filed
          December 20, 1996.)

4.3       Form of Common Stock Certificate (incorporated by reference from the
          Exhibits to the Company's Registration Statement on Form S-3
          Registration No. 33-48935, which became effective October 5, 1992).

4.4       Rights Agreement (incorporated by reference from the Exhibits to the
          Company's Registration Statement on Form 8-A filed August 10, 1988). 
          First Amendment to the Rights Agreement dated as of October 31, 1995
          (incorporated by reference from the Exhibits to the Company's
          Amendment No. 1 to the Registration Statement on Form 8-A filed
          December 11, 1995).  Second Amendment to the Rights Agreement dated as
          of December 17, 1996 (incorporated by reference from the Exhibits to
          the Company's Amendment No. 2 to the Registration Statement on Form 
          8-A filed January 17, 1997.)

5.1       Opinion re Legality

10.1      National Semiconductor Corporation Stock Option Plan

10.2      National Semiconductor Corporation 1997 Employees Stock Option Plan

23.1      Consent of Independent Auditors

23.2      Consent of Counsel (Included in Exhibit 5)   

24.1      Power of Attorney

</TABLE>


                                        II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23624}]
{"company-data": {"conformed-name": "NATIONAL SEMICONDUCTOR CORP", "cik": "0000070530", "assigned-sic": "3674", "irs-number": "952095071", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26625", "film-number": "97597379"}, "business-address": {"street1": "2900 SEMICONDUCTORS DR", "street2": "PO BOX 58090", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8090", "phone": "4087215000"}, "mail-address": {"street1": "2900 SEMICONDUCTOR DR", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8090"}}
As filed with the Securities and Exchange Commission on May  ____, 1997
                                                       Registration No. _____
------------------------------------------------------------------------------
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     Under 
                           THE SECURITIES ACT OF 1933

                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                                                  95-2095071
(State or other jurisdiction of          2900 Semiconductor Drive               (I.R.S. Employer
incorporation or organization)              P.O. Box 58090                    Identification Number)
                                    Santa Clara, California 95052-8090
                                  (Address of principle executive offices)
                     Registrant's telephone number including area code: (408)721-5000
----------------------

               NATIONAL SEMICONDUCTOR CORPORATION STOCK OPTION PLAN
                                       and
       NATIONAL SEMICONDUCTOR CORPORATION 1997 EMPLOYEES STOCK OPTION PLAN
                           (Full title of the plans) 

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

                             JOHN M. CLARK III, Esq.
                     Senior Vice President, General Counsel
                                  and Secretary
                       NATIONAL SEMICONDUCTOR CORPORATION
                    2900 Semiconductor Drive, P.O. Box 58090
                           Santa Clara, CA 95052-8090
                                  (408)721-5000

 (Name, address and telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
  Title of           Shares      Proposed Maximum     Proposed Maximum      Amount of 
Securities to        to be        Offering Price         Aggregate         Registration
be Registered      Registered      Per Share (1)      Offering Price (1)      Fee (1) 
----------------------------------------------------------------------------------------
Common Stock      16,600,000 shs    $25.875            $429,525,000        $130,159.09
$0.50 par value 
----------------------------------------------------------------------------------------
Preferred Stock        (2) 
Purchase Rights 
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
(1)  Estimated for the purpose of calculating the registration fee pursuant to
     Rule 457(c) on the basis of the average of the high and low prices of the
     Common Stock on May 5, 1997 of $25.875 per share, as reported on the New
     York Stock Exchange Composite Transactions, which is used as the estimate
     offering price solely for the purpose of determining the registration fee,
     in accordance with Rule 457(h).
(2)  Each share of Common Stock includes one Preferred Stock Purchase Right
     issued under the Rights Agreement, dated as of August 8, 1988, as amended,
     between the Registrant and The First National Bank of Boston, as Rights
     Agent.

*    Pursusant to Rule 429 under the Securities Act of 1933, the propsectus
     which forms a part of this Registration statement also relates to
     32,754,929 shares under the Registrant's Stock Option Plan that were
     previously registered under Registration Statements 2-92468, 33-189-13, 33-
     48941, and 33-61377  with respect thereto.
PART I

                                EXPLANATORY NOTE

     As permitted by the rules of the Securities and Exchange Commissions 
(the "Commission"), this Registration Statement omits the information 
specified in Part I of Form S-8.  The documents containing the information 
specified in Part I will be delivered to the participants in the Plan as 
required by Securities Act Rule 428(b).  Such documents are not being filed 
as part of this Registration Statement or as prospectuses or prospectus 
supplements pursuant to Rule 424.

                                        I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents which have been filed with the Commission 
under Commission File Number 1-6453 by the Company are hereby incorporated by 
reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended May
          26, 1996, including the portions of the Company's 1996 Annual Report
          and the Company's Proxy Statement for the 1996 Annual Meeting of
          Stockholders incorporated therein by reference;

     (b)  All other reports filed by the Company pursuant to Section 13(a) and
          15(d) of the Securities and Exchange Act of 1934 ("Exchange Act") 
          since May 26, 1996;

     (c)  The description of the Common Stock contained in the Company's
          Registration Statement on Form 8-A filed September 8, 1970; and

     (d)  The description of the Preferred Stock Purchase Rights contained in
          the Company's Registration Statement on Form 8-A filed August 9, 1988
          and any amendments thereto filed for the purpose of updating such
          description.
     
          All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be part hereof from the date 
of filing of such documents.
     
          Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed documents which also is 
or is deemed to be incorporated by reference herein modifies or supersedes 
such statements.  Any such statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this 
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          In connection with the filing of the Registration Statement, John 
M. Clark III, Esq. has rendered an opinion to the Company upon the legality 
of the Common Stock being registered hereunder.  At the time of rendering 
such opinion, Mr. Clark had a substantial interest in the Company, as defined 
by the rules of the Securities and Exchange Commission, in that the fair 
market value of the 14,710 shares of Common Stock owned directly and 
indirectly by him and the 80,000 shares of Common Stock subject to options 
held by him exceeds $50,000. Also at such time, Mr. Clark was connected with 
the Company in that he was Senior Vice President, General Counsel and 
Secretary of the Company.

                                        II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 102 of the Delaware General Corporation Law ("DGCL") allows 
a corporation to eliminate the personal liability of directors of a 
corporation to the corporation or to any of its stockholders for monetary 
damages for a breach of fiduciary duty as a director, except (i) for breach 
of the director's duty of loyalty, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) for certain unlawful dividends and stock repurchases or (iv) for any 
transaction from which the director derived an improper personal benefit.  
Article Thirteenth of the Company's Second Restated Certificate of 
Incorporation (the "Certificate") provides that no director shall be 
personally liable to the Company or its stockholders for monetary damages for 
any breach of his fiduciary duty as a director, except as provided in Section 
102 of the DGCL.

          Section 145 of the DGCL provides that in the case of any action 
other than one by or in the right of the corporation, a corporation may 
indemnify any person who was or is a party or is threatened to be made a 
party to any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that such person is or 
was a director, officer, employee or agent of the corporation, or is or was 
serving at the request of the corporation in such capacity on behalf of 
another corporation or enterprise, against expenses (including attorney's 
fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by him in connection with such action if he acted in good 
faith and in a manner he reasonably believed to be in, or not opposed to, the 
best interest of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.

          Section 145 of the DGCL provides that in the case of an action by 
or in the right of a corporation to procure a judgment in its favor, a 
corporation may indemnify any person who was or is a party or is threatened 
to be made a party to any action or suit by reason of the fact that such 
person is or was a director, officer, employee or agent of the corporation, 
or is or was serving at the request of the corporation in such capacity on 
behalf of another corporation or enterprise, against expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection with 
the defense or settlement of such action or suit if he acted under standards 
similar to those set forth in the preceding paragraph, except that no 
indemnification may be made in respect of any action or claim as to which 
such person shall have been adjudged to be liable to the corporation, unless 
a court determines that such person is fairly and reasonably entitled to 
indemnification.

          Article Thirteenth of the Company's Certificate provides that the 
Company shall to the extent permitted by law indemnify any person for all 
liabilities incurred by or imposed upon him as a result of any action or 
threatened action, suit or proceeding, whether civil, criminal, 
administrative or investigative, in which he shall be involved by reason of 
the fact that he is or was serving as a director, officer or employee of the 
Company or that, at the request of the Company, he is or was serving another 
corporation or enterprise in any capacity.  Article VIII of the Company's 
By-Laws provides for indemnification of any person who was or is a party to 
any threatened, pending or completed action, or to any derivative proceeding 
by reason of the fact that he is or was a director, officer, employee or 
agent of the corporation, or was serving at the request of the corporation in 
that capacity for another corporation if he acted in good faith and in a 
manner he reasonably believed to be in or not opposed to the best interests 
of the corporation, and with respect to any criminal action or proceeding, 
had no reasonable cause to believe his conduct unlawful.

          The Company has purchased and maintains at its expense on behalf of 
directors and officers insurance, within certain limits, covering liabilities 
that may be incurred by them in such capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

                                     II-2
ITEM 8.   TABLE OF EXHIBITS

4.1  Second Restated Certificate of Incorporation of the Company, as amended
     (incorporated by reference from the Exhibits to the Company's Registration
     Statement on Form S-3 Registration No. 33-52775, which became effective
     March 22, 1994); Certificate of Amendment of Certificate of Incorporation
     dated September 30, 1994 (incorporated by reference from the Exhibits to
     the Company's Registration Statement on Form S-8 Registration No. 333-09957
     which became effective August 12, 1996).

4.2  By-Laws of the Company (incorporated by reference from the Exhibits to the
     Company's 10-Q for the quarter ended November 21, 1996, filed December 20,
     1996).

4.3  Form of Common Stock Certificate (incorporated by reference from the
     Exhibits to the Company's Registration Statement on Form S-3 Registration
     No. 33-48935, which became effective October 5, 1992).

4.4  Rights Agreement (incorporated by reference from the Exhibits to the
     Company's Registration Statement on Form 8-A filed August 10, 1988).  First
     Amendment to the Rights Agreement dated as of October 31, 1995
     (incorporated by reference from the Exhibits to the Company's Amendment No.
     1 to the Registration Statement on Form 8-A filed December 11, 1995). 
     Second Amendment to the Rights Agreement dated as of December 17, 1996
     (incorporated by reference from the Exhibits to the Company's Amendment No.
     2 to the Registration Statement on Form 8-A filed January 17, 1997.)

5.1  Opinion re Legality

10.1 National Semiconductor Corporation Stock Option Plan

10.2 National Semiconductor Corporation 1997 Employees Stock Option Plan

23.1 Consent of Independent Auditors

23.2 Consent of Counsel (Included in Exhibit 5)   

24.1 Power of Attorney

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)  to include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (ii) to reflect in the Prospectus any facts or events arising
                    after the effective date of this Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement, and

               (iii)     to include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

                                        II-3
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
               shall not apply to information contained in periodic reports 
               filed by the Registrant pursuant to Section 13 or Section 15(d) 
               of the Exchange Act that are incorporated by reference in this
               Registration Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933 (the "Securities Act"), each such post-
               effective amendment shall be deemed to be a new registration
               statement relating to the securities offered therein, and the
               offering of such securities at that time shall be deemed to be
               the initial bona fide offering thereof; and 

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act that is incorporated by reference in this
          Registration Statement shall be deemed to be a new registration
          statement relating to the securities offered herein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Act and is, therefore, unenforeceable.  In the event that a
          claim for indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a director,
          officer or controlling person of the Registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection  with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final adjudication 
          of such issue.

                                        II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Santa Clara, California, on the 7th day of May 
1997. 

                              NATIONAL SEMICONDUCTOR CORPORATION

                              By          BRIAN L. HALLA* 
                                -------------------------------------------
                                   Brian L. Halla
                                   Chairman of the Board, and Chief 
                                   Executive Officer

          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS 
REGISTRATION STATEMENT HAS BEEN SIGNED BY OR ON BEHALF OF THE FOLLOWING 
PERSONS IN THE CAPACITIES INDICATED ON THE 7TH DAY OF MAY, 1997.

     BRIAN L. HALLA*                     Chairman of the Board, President 
------------------------------------     and Chief Executive Offficer     
(Brian L. Halla)                         (Principal Executive Officer)    

     DONALD MACLEOD*                     Executive Vice President, Finance 
------------------------------------     and Chief Financial Officer       
(Donald MacLeod)                         (Principal Financial Officer)     

RICHARD D. CROWLEY, JR.*                 Vice President and Controller  
------------------------------------     (Principal Accounting Officer) 
(Richard D. Crowley, Jr.)

GARY P. ARNOLD*                          Director
------------------------------------     
(Gary P. Arnold)

ROBERT BESHAR*                           Director
------------------------------------     
(Robert Beshar)

EDWARD R. McCRACKEN*                     Director
------------------------------------     
(Edward R. McCracken)

MODESTO A. MAIDIQUE*                     Director
------------------------------------     
(Modesto A. Maidique)

J. TRACY O'ROURKE*                       Director
------------------------------------     
(J. Tracy O'Rourke)

CHARLES E. SPORCK*                       Director
------------------------------------     
(Charles E. Sporck)

DONALD E. WEEDEN*                        Director
------------------------------------     
(Donald E. Weeden)

By:   /s/ JOHN M. CLARK III
   --------------------------------
          John M. Clark III
          Attorney-in-Fact

                                        II-5
NATIONAL SEMICONDUCTOR CORPORATION

                                  EXHIBIT INDEX
Exhibit                                                                              Page 
Number    Description of Exhibit                                                    Number
-------------------------------------------------------------------------------------------
4.1       Second Restated Certificate of Incorporation of the Company, as
          amended (incorporated by reference from the Exhibits to the Company's
          Registration Statement on Form S-3 Registration No. 33-52775, which
          became effective March 22, 1994); Certificate of Amendment of
          Certificate of Incorporation dated September 30, 1994 (incorporated by
          reference from the Exhibits to the Company's Registration Statement on
          Form S-8 Registration No. 333-09957  which became effective August 12,
          1996.)

4.2       By-Laws of the Company (incorporated by reference from the Exhibits to
          the Company's 10-Q for the quarter ended November 24, 1996, filed
          December 20, 1996.)

4.3       Form of Common Stock Certificate (incorporated by reference from the
          Exhibits to the Company's Registration Statement on Form S-3
          Registration No. 33-48935, which became effective October 5, 1992).

4.4       Rights Agreement (incorporated by reference from the Exhibits to the
          Company's Registration Statement on Form 8-A filed August 10, 1988). 
          First Amendment to the Rights Agreement dated as of October 31, 1995
          (incorporated by reference from the Exhibits to the Company's
          Amendment No. 1 to the Registration Statement on Form 8-A filed
          December 11, 1995).  Second Amendment to the Rights Agreement dated as
          of December 17, 1996 (incorporated by reference from the Exhibits to
          the Company's Amendment No. 2 to the Registration Statement on Form 
          8-A filed January 17, 1997.)

5.1       Opinion re Legality

10.1      National Semiconductor Corporation Stock Option Plan

10.2      National Semiconductor Corporation 1997 Employees Stock Option Plan

23.1      Consent of Independent Auditors

23.2      Consent of Counsel (Included in Exhibit 5)   

24.1      Power of Attorney
II-6