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 *
  RELATIONAL INVESTORS LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2005		 3. Issuer Name and Ticker or Trading Symbol
NATIONAL SEMICONDUCTOR CORP [NSM]
(Last)
(First)
(Middle)
12400 HIGH BLUFF DRIVE, SUITE 600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92130		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 34,872,989
I
Through Limited Partnerships and managed accounts managed by reporting persons (1) (2)

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RELATIONAL INVESTORS LLC
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA 92130		     X    
BATCHELDER DAVID H
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA 92130		     X    
WHITWORTH RALPH V
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA 92130		     X    

Signatures

Relational Investors, LLC By: /s/ Ralph V. Whitworth, Principal 08/18/2005
**Signature of Reporting Person Date
/s/ Ralph V. Whitworth 08/18/2005
**Signature of Reporting Person Date
/s/ David H. Batchelder 08/18/2005
**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) Relational Investors, LLC, is the sole general partner of Relational Investors, L.P., Relational Fund Partners, L.P., Relational Coast Partners, L.P., Relational Partners, L.P., RH Fund 1, L.P., RH Fund 2, L.P., RH Fund 4, L.P., RH Fund 6, L.P., RH Fund 7, L.P., Relational Investors VIII, L.P., Relational Investors IX, L.P., Relational Investors XI, L.P., Relational Investors XII, L.P., Relational Investors XIV, L.P and the sole managing member of Relational Asset Management LLC and Relational Investors X GP LLC which serve as the sole general partners of Relational Investors III, L.P. and Relational Investors X, L.P., respectively.
(2) These Limited Partnerships own a total of 30,545,313 shares. An additional 4,327,676 shares are held in accounts managed by Relational Investors, LLC. All shares are owned indirectly by Relational Investors, LLC, and by Ralph V. Whitworth and David H. Batchelder (each of which is a reporting person hereunder) certain of the principals of Relational Investors, LLC. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

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