<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1994
                                                      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 issuer as specified in its charter)

               DELAWARE                                95-2095071
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

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

                      GLOBAL EMPLOYEES STOCK PURCHASE PLAN
                            (Full title of the plan)

                            JOHN M. CLARK III, ESQ.

              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

  2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090

                                 (408) 721-6529
(Name, address and telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                      PROPOSED
                                                                       MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
                                                  AMOUNT TO BE     OFFERING PRICE       AGGREGATE       REGISTRATION
     TITLE OF SECURITIES TO BE REGISTERED          REGISTERED       PER SHARE(1)     OFFERING PRICE          FEE
<S>                                             <C>                <C>              <C>                <C>
Common Stock, ($0.50 par value)...............   5,000,000 shs.        $15.50          $77,500,000       $26,724.14
Preferred Stock Purchase Rights...............         (2)
<FN>

(1)  Computed on the basis of the average of the high and low sales price of the
     Common  Stock  on  September  28,  1994  as  reported  in  the consolidated
     reporting system, which is used as the estimated 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.
</TABLE>

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

* PURSUANT  TO  RULE 417  UNDER THE  SECURITIES ACT  OF 1933,  THIS REGISTRATION
  STATEMENT ALSO COVERS AN  INDETERMINATE AMOUNT OF INTERESTS  TO BE OFFERED  OR
  SOLD PURSUANT TO THE NATIONAL SEMICONDUCTOR CORPORATION GLOBAL EMPLOYEES STOCK
  PURCHASE PLAN.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                     PART I
                                EXPLANATORY NOTE

    As  permitted by  the rules of  the Securities and  Exchange Commission (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.
<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 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 29, 1994, including the portions of the Company's 1994 Annual Report and
    the  Company's Proxy Statement  for the 1994  Annual Meeting of Stockholders
    incorporated therein by reference;

        (b) All other reports  filed by the Company  pursuant to Sections  13(a)
    and  15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since May
    29, 1994;

        (c) The  description of  the  Common Stock  contained in  the  Company's
    Registration  Statement on Form  8-A filed September  8, 1970, together with
    any amendment  or  report filed  with  the  Commission for  the  purpose  of
    updating such description; 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,
    together  with any  amendment or  report filed  with the  Commission for the
    purpose of updating such description.

    All documents filed by the Company pursuant to Sections 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  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 document which also is or is
deemed to  be  incorporated by  reference  herein modifies  or  supersedes  such
statement.  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  3,056
shares  of Common Stock owned directly and  indirectly by him, together with the
31,000 shares of Common Stock subject to options held by him, exceeded  $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.

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.

                                      II-1
<PAGE>
    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  attorneys' 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 8.  TABLE OF EXHIBITS

<TABLE>
<S>        <C>
 4-A       Copy of Registrant's Restated Certificate of Incorporation (1)
 4-B       Copy of Registrant's By-laws (1)
 5         Opinion re legality
10         National Semiconductor Corporation Global Employees Stock Purchase Plan
23-A       Consent of KPMG Peat Marwick
23-B       Consent of John M. Clark III (Included in Exhibit 5)
24         Power of Attorney
<FN>
- ------------------------
(1)  Filed  as an  Exhibit to the  Company's Registration Statement  on Form S-3
     (File No. 33-52775) and incorporated herein by reference.
</TABLE>

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-2
<PAGE>
           (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;

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, 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.

        (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,  unenforceable.
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-3
<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 30th day of September, 1994.

                                          NATIONAL SEMICONDUCTOR CORPORATION

                                          By        /s/ GILBERT F. AMELIO

                                            ------------------------------------
                                                     Gilbert F. Amelio
                                             President, Chief Executive Officer
                                                        and Director

    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 30TH DAY OF SEPTEMBER, 1994.

<TABLE>
<CAPTION>
                      SIGNATURE                                                TITLE
- -----------------------------------------------------  -----------------------------------------------------

<C>                                                    <S>
                     /s/ PETER J. SPRAGUE*             Chairman of the Board
     ------------------------------------------
                 (Peter J. Sprague)

                     /s/ GILBERT F. AMELIO             President, Chief Executive Officer and
     ------------------------------------------        Director (Principal Executive Officer)
                 (Gilbert F. Amelio)

                      /s/ DONALD MACLEOD*              Senior Vice President, Finance and Chief
     ------------------------------------------        Financial Officer (Principal Financial Officer)
                  (Donald Macleod)

                    /s/ ROBERT B. MAHONEY*             Vice President and Controller
     ------------------------------------------        (Principal Accounting Officer)
                 (Robert B. Mahoney)

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

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

                                                       Director
     ------------------------------------------
                (Modesto A. Maidique)

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

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

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

          *By         /s/ GILBERT F. AMELIO
        -------------------------------------
                    Gilbert F. Amelio
                    Attorney-in-Fact
</TABLE>

                                      II-4
<PAGE>
    THE PLAN.  Pursuant to the requirements  of the Securities Act of 1933,  the
Stock  Option and Compensation  Committee of the Board  of Directors of National
Semiconductor Corporation  has duly  caused this  Registration Statement  to  be
signed  on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, State of California, on September 30, 1994.

STOCK OPTION AND COMPENSATION COMMITTEE

By the Members of the Committee:

         /s/ GARY P. ARNOLD*
- --------------------------------------
            Gary P. Arnold

          /s/ ROBERT BESHAR*
- --------------------------------------
            Robert Beshar

- --------------------------------------
         Modesto A. Maidique

        /s/ J. TRACY O'ROURKE*
- --------------------------------------
          J. Tracy O'Rourke

        /s/ PETER J. SPRAGUE*
- --------------------------------------
           Peter J. Sprague

*By        /s/ GILBERT F. AMELIO

- --------------------------------------
           (Gilbert F. Amelio,
          ATTORNEY-IN-FACT)

                                      II-5
<PAGE>
                       NATIONAL SEMICONDUCTOR CORPORATION
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                         DESCRIPTION OF EXHIBIT                                       PAGE NUMBER
- ---------  ----------------------------------------------------------------------------------------------  -------------
<S>        <C>                                                                                             <C>
 4-A       Copy of Registrant's Restated Certificate of Incorporation (1)
 4-B       Copy of Registrant's By-laws (1)
 5         Opinion re legality
10         National Semiconductor Corporation Global Employees Stock Purchase Plan
23-A       Consent of KPMG Peat Marwick
23-B       Consent of John M. Clark III (Included in Exhibit 5)
24         Power of Attorney
<FN>
- ------------------------
(1)  Filed  as an  Exhibit to the  Company's Registration Statement  on Form S-3
     (File No. 33-52775) and incorporated herein by reference.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21347}]
{"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": "033-55703", "film-number": "94551100"}, "business-address": {"street1": "2900 SEMICONDUCTORS DR", "street2": "PO BOX 58090", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8090", "phone": "408-721-4131"}, "mail-address": {"street1": "2900 SEMICONDUCTOR DR.", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8090"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1994
                                                      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 issuer as specified in its charter)

               DELAWARE                                95-2095071
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

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

                      GLOBAL EMPLOYEES STOCK PURCHASE PLAN
                            (Full title of the plan)

                            JOHN M. CLARK III, ESQ.

              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

  2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090, SANTA CLARA, CALIFORNIA 95052-8090

                                 (408) 721-6529
(Name, address and telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                       MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
                                                  AMOUNT TO BE     OFFERING PRICE       AGGREGATE       REGISTRATION
     TITLE OF SECURITIES TO BE REGISTERED          REGISTERED       PER SHARE(1)     OFFERING PRICE          FEE
Common Stock, ($0.50 par value)...............   5,000,000 shs.        $15.50          $77,500,000       $26,724.14
Preferred Stock Purchase Rights...............         (2)
(1)  Computed on the basis of the average of the high and low sales price of the
     Common  Stock  on  September  28,  1994  as  reported  in  the consolidated
     reporting system, which is used as the estimated 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.
-------------------

* PURSUANT  TO  RULE 417  UNDER THE  SECURITIES ACT  OF 1933,  THIS REGISTRATION
  STATEMENT ALSO COVERS AN  INDETERMINATE AMOUNT OF INTERESTS  TO BE OFFERED  OR
  SOLD PURSUANT TO THE NATIONAL SEMICONDUCTOR CORPORATION GLOBAL EMPLOYEES STOCK
  PURCHASE PLAN.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
                                EXPLANATORY NOTE

    As  permitted by  the rules of  the Securities and  Exchange Commission (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.
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 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 29, 1994, including the portions of the Company's 1994 Annual Report and
    the  Company's Proxy Statement  for the 1994  Annual Meeting of Stockholders
    incorporated therein by reference;

        (b) All other reports  filed by the Company  pursuant to Sections  13(a)
    and  15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since May
    29, 1994;

        (c) The  description of  the  Common Stock  contained in  the  Company's
    Registration  Statement on Form  8-A filed September  8, 1970, together with
    any amendment  or  report filed  with  the  Commission for  the  purpose  of
    updating such description; 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,
    together  with any  amendment or  report filed  with the  Commission for the
    purpose of updating such description.

    All documents filed by the Company pursuant to Sections 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  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 document which also is or is
deemed to  be  incorporated by  reference  herein modifies  or  supersedes  such
statement.  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  3,056
shares  of Common Stock owned directly and  indirectly by him, together with the
31,000 shares of Common Stock subject to options held by him, exceeded  $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.

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.

                                      II-1
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  attorneys' 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 8.  TABLE OF EXHIBITS
4-A       Copy of Registrant's Restated Certificate of Incorporation (1)
 4-B       Copy of Registrant's By-laws (1)
 5         Opinion re legality
10         National Semiconductor Corporation Global Employees Stock Purchase Plan
23-A       Consent of KPMG Peat Marwick
23-B       Consent of John M. Clark III (Included in Exhibit 5)
24         Power of Attorney
- ------------------------
(1)  Filed  as an  Exhibit to the  Company's Registration Statement  on Form S-3
     (File No. 33-52775) and incorporated herein by reference.
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-2
(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;

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, 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.

        (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,  unenforceable.
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-3
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 30th day of September, 1994.

                                          NATIONAL SEMICONDUCTOR CORPORATION

                                          By        /s/ GILBERT F. AMELIO

                                            ------------------------------------
                                                     Gilbert F. Amelio
                                             President, Chief Executive Officer
                                                        and Director

    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 30TH DAY OF SEPTEMBER, 1994.
SIGNATURE                                                TITLE
- -----------------------------------------------------  -----------------------------------------------------
/s/ PETER J. SPRAGUE*             Chairman of the Board
     ------------------------------------------
                 (Peter J. Sprague)

                     /s/ GILBERT F. AMELIO             President, Chief Executive Officer and
     ------------------------------------------        Director (Principal Executive Officer)
                 (Gilbert F. Amelio)

                      /s/ DONALD MACLEOD*              Senior Vice President, Finance and Chief
     ------------------------------------------        Financial Officer (Principal Financial Officer)
                  (Donald Macleod)

                    /s/ ROBERT B. MAHONEY*             Vice President and Controller
     ------------------------------------------        (Principal Accounting Officer)
                 (Robert B. Mahoney)

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

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

                                                       Director
     ------------------------------------------
                (Modesto A. Maidique)

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

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

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

          *By         /s/ GILBERT F. AMELIO
        -------------------------------------
                    Gilbert F. Amelio
                    Attorney-in-Fact
II-4
THE PLAN.  Pursuant to the requirements  of the Securities Act of 1933,  the
Stock  Option and Compensation  Committee of the Board  of Directors of National
Semiconductor Corporation  has duly  caused this  Registration Statement  to  be
signed  on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, State of California, on September 30, 1994.

STOCK OPTION AND COMPENSATION COMMITTEE

By the Members of the Committee:

         /s/ GARY P. ARNOLD*
- --------------------------------------
            Gary P. Arnold

          /s/ ROBERT BESHAR*
- --------------------------------------
            Robert Beshar

- --------------------------------------
         Modesto A. Maidique

        /s/ J. TRACY O'ROURKE*
- --------------------------------------
          J. Tracy O'Rourke

        /s/ PETER J. SPRAGUE*
- --------------------------------------
           Peter J. Sprague

*By        /s/ GILBERT F. AMELIO

- --------------------------------------
           (Gilbert F. Amelio,
          ATTORNEY-IN-FACT)

                                      II-5
NATIONAL SEMICONDUCTOR CORPORATION
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                                         DESCRIPTION OF EXHIBIT                                       PAGE NUMBER
- ---------  ----------------------------------------------------------------------------------------------  -------------
4-A       Copy of Registrant's Restated Certificate of Incorporation (1)
 4-B       Copy of Registrant's By-laws (1)
 5         Opinion re legality
10         National Semiconductor Corporation Global Employees Stock Purchase Plan
23-A       Consent of KPMG Peat Marwick
23-B       Consent of John M. Clark III (Included in Exhibit 5)
24         Power of Attorney
- ------------------------
(1)  Filed  as an  Exhibit to the  Company's Registration Statement  on Form S-3
     (File No. 33-52775) and incorporated herein by reference.