Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 28, 2009, the Board of Directors of National Semiconductor Corporation (the "Company") amended and restated the Company's By-Laws (the "By-Laws") to amend existing provisions providing for advance notice of stockholder proposals (other than proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended) and director nominations in order to (i) expand the disclosure stockholders must provide when submitting proposals and nominations to include expanded information about director nominees and proponents' economic, voting and other interests and relationships, including ownership of derivative securities, voting arrangements, short positions or other interests related to the Company and its shares, and (ii) require updates to such disclosure as of the record date for the meeting of stockholders and as of the date that is ten business days prior to the date of the meeting or any adjournment or postponement thereof.

A copy of the By-Laws is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing summary information regarding the By-Law amendments is qualified in its entirety by reference to the full text of the By-Laws.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description of Exhibit

3.1 By-Laws of National Semiconductor Corporation

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