Exhibit 24.1 

                           POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned persons hereby 
constitutes and appoints Brian L. Halla, Donald Macleod, and John M. Clark 
III, and each of them singly, his true and lawful attorney-in-fact and in his 
name, place, and stead, and in any and all of his offices and capacities with 
National Semiconductor Corporation, to sign the Registration Statement with 
which this Power of Attorney is filed, and any and all amendments to said 
Registration Statement, and generally to do and perform all things and acts 
necessary or advisable in connection therewith, and each of the undersigned 
hereby ratifies and confirms all that each of said attorneys-in-fact may 
lawfully do or cause to be done by virtue hereof.

    IN WITNESS WHEREOF, each of the undersigned has hereunto executed this 
Power of Attorney as of the date set forth opposite his signature.

    SIGNATURE                               DATE
    ---------                               ----

 /s/ BRIAN L. HALLA                    October 16, 1997
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    Brian L. Halla


 /s/ GARY P. ARNOLD                    October 16, 1997
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    Gary P. Arnold


 /s/ ROBERT BESHAR                     October 16, 1997
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    Robert Beshar


 /s/ MODESTO A. MAIDIQUE               October 15, 1997
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    Modesto A. Maidique


 /s/ EDWARD R. McCRACKEN               October 17, 1997
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    Edward R. McCracken


 /s/ J. TRACY O'ROURKE                 October 20, 1997
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    J. Tracy O'Rourke


 /s/ CHARLES E. SPORCK                 October 17, 1997
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    Charles E. Sporck


 /s/ DONALD E. WEEDEN                  October 16, 1997
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    Donald E. Weeden


 /s/ DONALD MACLEOD                    October 15, 1997
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    Donald Macleod


 /s/ RICHARD D. CROWLEY, JR.           October 15, 1997
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    Richard D. Crowley, Jr.