<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995

                                                        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)

<TABLE>
<S>                                     <C>
                DELAWARE                               95-2095071
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)
</TABLE>

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

                    STOCK OPTION GRANTED TO PETER J. SPRAGUE
                            (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
                   (Name and address of agent for service)               (Zip
Code)

   Telephone number, including area code, of agent for service (408) 721-6529

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                        PROPOSED        PROPOSED
                                                        MAXIMUM         MAXIMUM        AMOUNT OF
     TITLE OF SECURITIES TO BE        AMOUNT TO BE   OFFERING PRICE    AGGREGATE      REGISTRATION
            REGISTERED                 REGISTERED    PER SHARE (1)   OFFERING PRICE       FEE
<S>                                  <C>             <C>             <C>             <C>
Common Stock, ($0.50 par value)....   300,000 shs.      $27.875        $8,362,500      $2,883.62
<FN>
(1)  Computed on the basis of the price at which the option may be exercised, in
     accordance with Rule 457(h).
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 Mr. Sprague 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 STATEMENTS

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 28, 1995, including the portions of the Company's 1995 Annual Report and
    the Company's Proxy Statement  for the 1995  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
    28, 1995;

        (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 2,884
shares of Common Stock owned directly  and indirectly by him, together with  the
21,750  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 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) Copy of
            Certificate of Amendment of Certificate of Incorporation dated September 30,
            1994 (2)
 4-B       Copy of Registrant's By-Laws (2)
 5         Opinion re legality
10         Non Qualified Stock Option Agreement with Peter J. Sprague
23-A       Consent of KPMG Peat Marwick LLP
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.

(2)  Filed  as an Exhibit to  the Company's Form 10-K  for the fiscal year ended
     May 28, 1995.
</TABLE>

                                      II-2
<PAGE>
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;

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  the
signed  on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, California, on the 28th day of July, 1995.

                                          NATIONAL SEMICONDUCTOR CORPORATION

                                          By       /s/ GILBERT F. AMELIO

                                          --------------------------------------
                                                    Gilbert F. Amelio
                                             Chairman of the Board, President
                                               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 28TH DAY OF JULY, 1995.

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

<C>                                                  <S>
               /s/ GILBERT F. AMELIO                 Chairman of the Board, President and Chief Executive
     ----------------------------------------        Officer (Principal Executive Officer)
                (Gilbert F. Amelio)

                /s/ DONALD MACLEOD*                  Executive 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)

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

             /s/ EDWARD R. MCCRACKEN*                Director
     ----------------------------------------
               (Edward R. McCracken)

              /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>
                       NATIONAL SEMICONDUCTOR CORPORATION
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT                                                                                                      PAGE
 NUMBER    DESCRIPTION OF EXHIBIT                                                                            NUMBER
- ---------  ----------------------------------------------------------------------------------------------  -----------
<S>        <C>                                                                                             <C>
 4-A       Copy of Registrant's Restated Certificate of Incorporation (1) Copy of Certificate of
            Amendment of Certificate of Incorporation dated September 30, 1994 (2)
 4-B       Copy of Registrant's By-Laws (2)
 5         Opinion re legality
10         Non Qualified Stock Option Agreement with Peter J. Sprague
23-A       Consent of KPMG Peat Marwick LLP
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.

(2)  Filed as an Exhibit to  the Company's Form 10-K  for the fiscal year  ended
     May 28, 1995.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20129}]
{"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": "033-61381", "film-number": "95556933"}, "business-address": {"street1": "2900 SEMICONDUCTORS DR", "street2": "PO BOX 58090", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8090", "phone": "4087216782"}, "mail-address": {"street1": "2900 SEMICONDUCTOR DR", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8090"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995

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

                    STOCK OPTION GRANTED TO PETER J. SPRAGUE
                            (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
                   (Name and address of agent for service)               (Zip
Code)

   Telephone number, including area code, of agent for service (408) 721-6529

                        CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED
                                                        MAXIMUM         MAXIMUM        AMOUNT OF
     TITLE OF SECURITIES TO BE        AMOUNT TO BE   OFFERING PRICE    AGGREGATE      REGISTRATION
            REGISTERED                 REGISTERED    PER SHARE (1)   OFFERING PRICE       FEE
Common Stock, ($0.50 par value)....   300,000 shs.      $27.875        $8,362,500      $2,883.62
(1)  Computed on the basis of the price at which the option may be exercised, in
     accordance with Rule 457(h).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 Mr. Sprague 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 STATEMENTS

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 28, 1995, including the portions of the Company's 1995 Annual Report and
    the Company's Proxy Statement  for the 1995  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
    28, 1995;

        (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 2,884
shares of Common Stock owned directly  and indirectly by him, together with  the
21,750  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 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) Copy of
            Certificate of Amendment of Certificate of Incorporation dated September 30,
            1994 (2)
 4-B       Copy of Registrant's By-Laws (2)
 5         Opinion re legality
10         Non Qualified Stock Option Agreement with Peter J. Sprague
23-A       Consent of KPMG Peat Marwick LLP
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.

(2)  Filed  as an Exhibit to  the Company's Form 10-K  for the fiscal year ended
     May 28, 1995.
II-2
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;

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  the
signed  on its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Clara, California, on the 28th day of July, 1995.

                                          NATIONAL SEMICONDUCTOR CORPORATION

                                          By       /s/ GILBERT F. AMELIO

                                          --------------------------------------
                                                    Gilbert F. Amelio
                                             Chairman of the Board, President
                                               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 28TH DAY OF JULY, 1995.
SIGNATURE                                               TITLE
- ---------------------------------------------------  ------------------------------------------------------
/s/ GILBERT F. AMELIO                 Chairman of the Board, President and Chief Executive
     ----------------------------------------        Officer (Principal Executive Officer)
                (Gilbert F. Amelio)

                /s/ DONALD MACLEOD*                  Executive 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)

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

             /s/ EDWARD R. MCCRACKEN*                Director
     ----------------------------------------
               (Edward R. McCracken)

              /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
NATIONAL SEMICONDUCTOR CORPORATION
                                 EXHIBIT INDEX
EXHIBIT                                                                                                      PAGE
 NUMBER    DESCRIPTION OF EXHIBIT                                                                            NUMBER
- ---------  ----------------------------------------------------------------------------------------------  -----------
4-A       Copy of Registrant's Restated Certificate of Incorporation (1) Copy of Certificate of
            Amendment of Certificate of Incorporation dated September 30, 1994 (2)
 4-B       Copy of Registrant's By-Laws (2)
 5         Opinion re legality
10         Non Qualified Stock Option Agreement with Peter J. Sprague
23-A       Consent of KPMG Peat Marwick LLP
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.

(2)  Filed as an Exhibit to  the Company's Form 10-K  for the fiscal year  ended
     May 28, 1995.