Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Samath Jamie
 2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2005		 3. Issuer Name and Ticker or Trading Symbol
NATIONAL SEMICONDUCTOR CORP [NSM]
(Last)
(First)
(Middle)
STOCK ADMINISTRATION, MAIL STOP C1-640, 2900 SEMICONDUCTOR DR.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95051		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,548.6948
D
 
Common Stock 6,015.1832
I
by Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 10/17/2003(1) 10/17/2012 Common Stock 4,500 $ 6.3 D  
Non-Qualified Stock Option (right to buy) 04/29/2000(2) 04/29/2009 Common Stock 6,600 $ 6.375 D  
Non-Qualified Stock Option (right to buy) 07/28/1999(3) 07/28/2008 Common Stock 4,400 $ 6.5 D  
Non-Qualified Stock Option (right to buy) 02/11/2004(4) 02/11/2013 Common Stock 2,200 $ 6.545 D  
Non-Qualified Stock Option (right to buy) 06/29/1999(5) 06/29/2008 Common Stock 4,100 $ 6.9375 D  
Non-Qualified Stock Option (right to buy) 01/21/2000(6) 01/21/2009 Common Stock 1,500 $ 7.531 D  
Non-Qualified Stock Option (right to buy) 08/06/2003(7) 08/06/2012 Common Stock 3,000 $ 8.025 D  
Non-Qualified Stock Option (right to buy) 04/15/2004(8) 04/15/2013 Common Stock 2,200 $ 8.375 D  
Non-Qualified Stock Option (right to buy) 07/15/2004(9) 07/15/2009 Common Stock 19,800 $ 11.625 D  
Non-Qualified Stock Option (right to buy) 04/17/2002(10) 04/17/2011 Common Stock 11,000 $ 12.975 D  
Non-Qualified Stock Option (right to buy) 06/19/2002(11) 06/19/2011 Common Stock 8,000 $ 13.875 D  
Non-Qualified Stock Option (right to buy) 08/18/2000(12) 08/18/2009 Common Stock 30,000 $ 14.9375 D  
Non-Qualified Stock Option (right to buy) 04/16/2003(13) 04/16/2012 Common Stock 12,000 $ 17.1 D  
Non-Qualified Stock Option (right to buy) 07/13/2005(14) 07/13/2010 Common Stock 22,500 $ 19.1 D  
Non-Qualified Stock Option (right to buy) 01/27/2005(15) 01/27/2010 Common Stock 5,320 $ 19.15 D  
Non-Qualified Stock Option (right to buy) 04/19/2001(16) 04/19/2010 Common Stock 10,000 $ 29.9375 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Samath Jamie
STOCK ADMINISTRATION, MAIL STOP C1-640
2900 SEMICONDUCTOR DR.
SANTA CLARA, CA 95051		       Corporate Controller  

Signatures

By: Susan Schmidt, Attorney-in-Fact For: Jamie Samath 06/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The stock option became exercisable in four equal annual installments beginning on October 17, 2003.
(2) The stock option became exercisable in four equal annual installments beginning on April 29, 2000.
(3) The stock option became exercisable in four equal annual installments beginning on July 28, 1999.
(4) The stock option became exercisable in four equal annual installments beginning on February 11, 2004.
(5) The stock option became exercisable in four equal annual installments beginning on June 29, 1999.
(6) The stock option became exercisable in four equal annual installments beginning on January 21, 2000.
(7) The stock option became exercisable in four equal annual installments beginning on August 6, 2003.
(8) The stock option became exercisable in four equal annual installments beginning on April 15, 2004.
(9) The stock option became exercisable 25% on July 15, 2004, and then 1/48th per month for the following 36 months.
(10) The stock option became exercisable in four equal annual installments beginning on April 17, 2002.
(11) The stock option became exercisable in four equal annual installments beginning on June 19, 2002.
(12) The stock option became exercisable in four equal annual installments beginning on August 18, 2000.
(13) The stock option became exercisable in four equal annual installments beginning on April 16, 2003.
(14) The stock option becomes exercisable 25% on July 13, 2005 and then 1/48th per month for the following 36 months.
(15) The stock option became exercisable 25% on January 27, 2005 and then 1/48th per month for the following 36 months.
(16) The stock option became exercisable in four equal annual installments beginning on April 19, 2001.
 
Remarks:
The nature of the indirect beneficial ownership shown in item 4 on Table 1 is shares allocated and held by the Profit Sharing Plan in the Company's Retirement and Savings Program.  As of June 13, 2005, based on unitized valuations provided by the Plan Trustee, 6,015.1832 shares allocated to Mr. Samath's account were fully vested. Shares are contributed to the Plan by the Company and are exempt under Rule 16b-3(c).  Share amounts will vary based on unitized values provided by the Plan Trustee.  The Company has ceased to make contributions of NSC stock to the Profit Sharing Plan.

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