Item 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

On November 12, 2008, National Semiconductor Corporation reported that it will reduce the size of its global workforce by approximately 330 employees in order to adjust operating expenses in light of the uncertain business environment. This action primarily impacts non-manufacturing functions. As a result, National expects to incur a total charge of approximately $30 million, primarily for severance, most of which will be recorded in the second quarter of fiscal 2009, which ends November 23, 2008. The departure of affected employees is expected to begin immediately and will be substantially completed during the course of the third quarter of fiscal 2009. Severance amounts are generally paid 30-60 days after the employee's actual departure date and therefore, are expected to be paid within one year.

Item 7.01 REGULATION FD DISCLOSURE

On November 12, 2008, National Semiconductor Corporation issued a news release announcing that it was lowering its sales outlook for the second quarter of fiscal 2009. A copy of the news release is attached as Exhibit 99.1.

The information in this item and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description of Exhibit

99.1 News release dated November 12, 2008 issued by National Semiconductor Corporation

Page 3 of 4

---