<PAGE>

         As filed with the Securities and Exchange Commission on ___________

                                                              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                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                             2900 Semiconductor Drive
                                 P.O. Box 58090 
                          Santa Clara, California 95052-8090
                      (Address of principle executive offices)
           Registrant's telephone number including area code: (408)721-5000

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

             NATIONAL SEMICONDUCTOR CORPORATION DIRECTOR STOCK OPTION PLAN

                              (Full title of the plan) 

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

                               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         1,000,000          $  41.21875           $ 41,218,750            $ 12,491
$0.50 par value
--------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights         (2)
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
</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 September 26, 1997 of $ 41.21875  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. 

(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.

<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.

    This Registration Statement covers the grant of options, and the sale of
shares to the holders of such options upon exercise thereof, under the Director
Stock Option Plan of National Semiconductor Corporation (the "Plan").  The Plan
was approved by stockholders of the Company on September 26, 1997.


                                      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
         25, 1997, including the portions of the Company's 1997 Annual Report
         and the Company's Proxy Statement for the 1997 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 25, 1997;

    (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.


                                     II-1

<PAGE>

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 15,291 shares of Common Stock owned directly and indirectly by 
him and the 101,000 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.

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.


                                     II-2

<PAGE>

         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.

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 

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, 1997
    (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


                                     II-3

<PAGE>

10.1  National Semiconductor Corporation Director 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 of 1933;

              (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.  Notwithstanding the foregoing, 
                    any increase or decrease in volume of securities offered 
                    (if the total dollar value of securities offered would 
                    not exceed that which was registered) and any deviation 
                    from the low or high end of the estimated maximum 
                    offering range may be reflected in the form of prospectus 
                    filed with the Commission pursuant to Rule 424(b) if, in 
                    the aggregate, the changes in volume and price represent 
                    no more than a 20% change in the maximum aggregate 
                    offering price set forth in the "Calculation of 
                    Registration Fee" table in the effective 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 required to be included in a 
              post-effective amendment by those paragraphs that is contained 
              in periodic reports filed with or furnished to the Commission 
              by the Registrant pursuant to Section 13 or Section 15(d) of 
              the Securities Exchange Act of 1934 that are incorporated by 
              reference in this Registration Statement;


                                     II-4

<PAGE>

         (2)  That, for the purpose of determining any liability under the
              Securities Act of 1933 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 of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 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.

    (h)  Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 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 Securities and Exchange 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-5

<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 29th day of
September, 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 29TH DAY OF SEPTEMBER, 1997.

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

     DONALD MACLEOD*              Executive Vice President, Finance and 
-------------------------------   Chief Financial Officer (Principal Financial
(Donald MacLeod)                  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-6

<PAGE>

                       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 

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, 1997 
         (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 Director Stock Option Plan

23.1     Consent of Independent Auditors

23.2     Consent of Counsel (Included in Exhibit 5)   

24.1     Power of Attorney

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 23693}]
{"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": "333-36733", "film-number": "97688436"}, "business-address": {"street1": "2900 SEMICONDUCTOR 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 ___________

                                                              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                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                             2900 Semiconductor Drive
                                 P.O. Box 58090 
                          Santa Clara, California 95052-8090
                      (Address of principle executive offices)
           Registrant's telephone number including area code: (408)721-5000

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

             NATIONAL SEMICONDUCTOR CORPORATION DIRECTOR STOCK OPTION PLAN

                              (Full title of the plan) 

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

                               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         1,000,000          $  41.21875           $ 41,218,750            $ 12,491
$0.50 par value
--------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights         (2)
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
(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 September 26, 1997 of $ 41.21875  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. 

(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.
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.

    This Registration Statement covers the grant of options, and the sale of
shares to the holders of such options upon exercise thereof, under the Director
Stock Option Plan of National Semiconductor Corporation (the "Plan").  The Plan
was approved by stockholders of the Company on September 26, 1997.

                                      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
         25, 1997, including the portions of the Company's 1997 Annual Report
         and the Company's Proxy Statement for the 1997 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 25, 1997;

    (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.

                                     II-1
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 15,291 shares of Common Stock owned directly and indirectly by 
him and the 101,000 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.

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.

                                     II-2
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.

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 

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, 1997
    (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

                                     II-3
10.1  National Semiconductor Corporation Director 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 of 1933;

              (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.  Notwithstanding the foregoing, 
                    any increase or decrease in volume of securities offered 
                    (if the total dollar value of securities offered would 
                    not exceed that which was registered) and any deviation 
                    from the low or high end of the estimated maximum 
                    offering range may be reflected in the form of prospectus 
                    filed with the Commission pursuant to Rule 424(b) if, in 
                    the aggregate, the changes in volume and price represent 
                    no more than a 20% change in the maximum aggregate 
                    offering price set forth in the "Calculation of 
                    Registration Fee" table in the effective 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 required to be included in a 
              post-effective amendment by those paragraphs that is contained 
              in periodic reports filed with or furnished to the Commission 
              by the Registrant pursuant to Section 13 or Section 15(d) of 
              the Securities Exchange Act of 1934 that are incorporated by 
              reference in this Registration Statement;

                                     II-4
(2)  That, for the purpose of determining any liability under the
              Securities Act of 1933 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 of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 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.

    (h)  Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 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 Securities and Exchange 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-5
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 29th day of
September, 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 29TH DAY OF SEPTEMBER, 1997.

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

     DONALD MACLEOD*              Executive Vice President, Finance and 
-------------------------------   Chief Financial Officer (Principal Financial
(Donald MacLeod)                  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-6
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 

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, 1997 
         (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 Director Stock Option Plan

23.1     Consent of Independent Auditors

23.2     Consent of Counsel (Included in Exhibit 5)   

24.1     Power of Attorney

                                     II-7