UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): October 6, 2006


                       NATIONAL SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                   1-6453                  95-2095071
        --------                   ------                  ----------
 (State of Incorporation)       (Commission              (I.R.S.Employer
                                File Number)           Identification Number)

                    2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090
                       SANTA CLARA, CALIFORNIA 95052-8090
                       ----------------------------------
                    (Address of Principal Executive Offices)

                                 (408) 721-5000

              (Registrant's telephone number, including area code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A. 2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))















                                   Page 1 of 4



NATIONAL SEMICONDUCTOR CORPORATION

Table of Contents

                                                                            Page
                                                                            ----
Section 8 - Other Events
- ------------------------
Item 8.01       Other Events                                                  2

Section 9 - Financial Statements and Exhibits
- ---------------------------------------------
Item 9.01       Financial Statements and Exhibits                             2

Signature                                                                     3

Exhibits:
99.1    New release dated October 6, 2006



































                                   Page 2 of 4




NATIONAL SEMICONDUCTOR CORPORATION

Item 8.01       OTHER EVENTS

On October 6, 2006,  the Company  announced  in a news release that its Board of
Directors had declared a cash dividend of $0.04 per outstanding  share of common
stock.  The dividend is payable on January 8, 2007 to  stockholders of record on
December 18, 2006.

     The information in 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, an amended.

Item 9.01       FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits
        --------

Exhibit No.     Description of Exhibit
- -----------     ----------------------

99.1           News   release   dated   October  6,  2006   issued  by  National
               Semiconductor Corporation*

*This  exhibit is intended to be furnished  and shall not be deemed  "filed" for
purposes of the Securities Exchange Act of 1934, as amended.


























                                   Page 3 of 4




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         NATIONAL SEMICONDUCTOR CORPORATION



Dated: October 6, 2006                   \s\Jamie E. Samath
                                         ------------------
                                         Jamie E. Samath
                                         Corporate Controller
                                         Signing on behalf of the registrant and
                                         as principal accounting officer
































                                   Page 4 of 4




                                                                    Exhibit 99.1

Media Contact:                              Financial:
LuAnn Jenkins                               Long Ly
National Semiconductor                      National Semiconductor
(408) 721-2440                              (408) 721-5007
luann.jenkins@nsc.com                       invest.group@nsc.com




National Semiconductor Increases Quarterly Cash Dividend

October 6, 2006 - National Semiconductor  Corporation (NYSE:NSM) announced today
that  the  Board  of  Directors  has  declared  a cash  dividend  of  $0.04  per
outstanding share of common stock, which is an increase from the prior quarterly
cash  dividend of $0.03 per share.  This new dividend will be paid on January 8,
2007 to shareholders of record at the close of business on December 18, 2006.

National   Semiconductor   had  324,227,988   million  shares  of  common  stock
outstanding  at the end of its first quarter of fiscal 2007,  which ended August
27, 2006.

About National  Semiconductor  National  Semiconductor,  the industry's  premier
analog company,  creates  high-value  analog devices and subsystems.  National's
leading-edge products include power management circuits,  display drivers, audio
and operational  amplifiers,  interface products and data conversion  solutions.
National's key analog markets include wireless handsets,  displays and a variety
of broad electronics markets,  including medical,  automotive,  industrial,  and
test  and  measurement  applications.  Headquartered  in  Santa  Clara,  Calif.,
National  reported  sales of $2.16 billion for fiscal 2006,  which ended May 28,
2006.   Additional   company   and   product   information   is   available   at
www.national.com.