<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 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
                   (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)....  5,000,000 shs.     $28.065       $140,312,500     $48,383.62
<FN>
(1)  Computed on the basis of the average of the high and low sales price of the
     Common  Stock on  July 26, 1995  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).
</TABLE>

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

* PURSUANT TO RULE 429  UNDER THE SECURITIES ACT  OF 1933, THE PROSPECTUS  WHICH
  FORMS  A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO 27,754,929 SHARES
  UNDER REGISTRANT'S STOCK  OPTION PLAN  (FORMERLY NAMED THE  1977 STOCK  OPTION
  PLAN)  THAT WERE PREVIOUSLY REGISTERED  UNDER REGISTRATION STATEMENTS 2-92468,
  33-189-13, AND 33-48941 WITH RESPECT THERETO.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 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         National Semiconductor Corporation Stock Option Plan
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         National Semiconductor Corporation Stock Option Plan
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": 20771}]
{"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": "033-61377", "film-number": "95556914"}, "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 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
                   (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)....  5,000,000 shs.     $28.065       $140,312,500     $48,383.62
(1)  Computed on the basis of the average of the high and low sales price of the
     Common  Stock on  July 26, 1995  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).
------------------------

* PURSUANT TO RULE 429  UNDER THE SECURITIES ACT  OF 1933, THE PROSPECTUS  WHICH
  FORMS  A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO 27,754,929 SHARES
  UNDER REGISTRANT'S STOCK  OPTION PLAN  (FORMERLY NAMED THE  1977 STOCK  OPTION
  PLAN)  THAT WERE PREVIOUSLY REGISTERED  UNDER REGISTRATION STATEMENTS 2-92468,
  33-189-13, AND 33-48941 WITH RESPECT THERETO.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 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         National Semiconductor Corporation Stock Option Plan
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         National Semiconductor Corporation Stock Option Plan
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.