SecProbe.io

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March 29, 2005

Ms. Heather Tress
Staff Accountant
Securities and Exchange Commission
Washington, D.C.  20549

Re:  National Semiconductor Corporation
     Form 10-K for the fiscal year ended May 30, 2004
     File No. 1-06453

Dear Ms. Tress:

The  following  is in response to the letter from the  Securities  and  Exchange
Commission  Staff (the  "Staff")  to  National  Semiconductor  Corporation  (the
"Company")  dated as of March  18,  2005.  Your  comment  is  included  for your
reference below, along with the Company's response.

Consolidated Financial Statements - Page 33.
Note 1.  Summary of Significant Accounting Policies.
(We have  divided  the  Staff's  comment  into  Part A and Part B and  responded
accordingly).

1.   Comment 1, Part A: See prior  comment 6. We note that an equity  investment
     -----------------
     met the  significance  test under S-X Rule 3-09 in fiscal 2003 and that you
     disposed of that investment in fiscal 2003.  Please amend your May 30, 2004
     Form 10-K to include the financial  information for this equity  investment
     required by Item 3-09 of  Regulation  S-X.  For those  periods in which the
     investment  met the  significance  tests  under Rule 3-09,  please  include
     audited   financial   information  and  for  other  periods  presented  the
     information may be unaudited.  You should include the financial information
     through the date of disposal.

     Response:  The equity investment that met the significance test of S-X Rule
     --------
     3-09 and is the  subject  of  Staff  comment  1  consists  of a  series  of
     investments  that the  Company  had made in fiscal  2002 and fiscal 2003 in
     iReady  Corporation  ("iReady").  We provide the following  background  and
     supplemental information for the Staff's consideration.

     In fiscal 2003, the Company  reported a consolidated net loss before income
     taxes of $23.3  million  on  consolidated  net sales of  $1,983.1  million.
     Because the Company's 2003  consolidated net loss before income taxes was a
     relatively small figure, our $8.5 million share in the losses of iReady for
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     fiscal 2003 met the significance  test of Regulation S-X Rule  3-09(a)/Rule
     1-02(w).  As a result, we filed audited financial  statements of iReady for
     its fiscal year ended  September  30, 2003,  with the  Commission on a Form
     10-K/A  in  March,  2004,  after  we had  received  the  audited  financial
     statements.

     We believe that iReady  effectively  ceased  operations  in early  calendar
     2004. In April 2004, iReady sold  substantially all of its assets to NVIDIA
     Corporation and we understand that iReady  subsequently  dissolved pursuant
     to Delaware law. Fiscal 2003 was the only period for which the significance
     test was met with respect to our investment in iReady.  The Company's share
     of the losses of iReady for fiscal  year 2004 of $4.6  million did not meet
     any significance  test under Regulation S-X, and the iReady  investment was
     immaterial  to the Company's  financial  position in both fiscal years 2003
     and 2004. The Company's  consolidated total assets were $2,280.4 million as
     of the end of  fiscal  2004 and  $2,248.4  million  as of the end of fiscal
     2003. The Company's fiscal 2004 consolidated net income before income taxes
     and  cumulative  effect  of a change in  accounting  principle  was  $333.7
     million.

     The  Staff  has  requested  that we amend the  Company's  fiscal  2004 10-K
     filing, to include iReady's (unaudited)  financial  information through the
     date of disposal. In that regard, we respectfully remind the Staff that the
     requirement  for the Company to file iReady  financial  statements  was due
     solely to the technical  application of the third condition of Rule 1-02(w)
     which was triggered  because the Company had a relatively small loss before
     income taxes for the scale of its operations in fiscal 2003 (i.e., the loss
     before taxes  represented 1.4% of sales and applying the significance  test
     to that figure results in a filing trigger based upon a very small fraction
     of sales). In addition,  the most current set of unaudited iReady financial
     information  that we possess is dated as of January  2004.  This  financial
     information set consists  solely of unaudited  basic  financial  statements
     that do not conform  with U.S.  generally  accepted  accounting  principles
     because they lack  footnotes  and other  required  disclosures.  We are not
     aware of whether any financial  information  "through the date of disposal"
     is available,  as iReady no longer exists.  We respectfully  submit that in
     consideration  of  the  immateriality  of  the  iReady  investment  to  the
     Company's  financial  statements,   filing  any  further  unaudited  iReady
     financial  information  would not be meaningful or  significant to users of
     our financial statements.

     Comment 1, Part B:  Additionally,  please explain how you record your share
     -----------------
     of net losses of investees  using a hypothetical  liquidation at book value
     method.

     Response: The Company calculates its share of net losses of investees using
     --------
     the hypothetical  liquidation at book value method as described in Approach
     B of EITF  Issue No.  99-10,  Percentage  Used to  Determine  the Amount of
     Equity Method Losses.  Under this method, the Company computes the value of
     its claim on the net book value of the investee as of each reporting  date.
     The value of the claim is equal to the estimated proceeds the Company would
     receive if the investee company were to hypothetically liquidate its assets
     and  liabilities at book value and distribute the proceeds to creditors and
     investors.  The increase or decrease in the value of the Company's claim on
     the  investee's  net book value during the period,  excluding the effect of
     any equity  transactions,  is the amount recognized by Company as its share
     of the gains or losses.
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The Company acknowledges that:

o    The Company is responsible for the adequacy and accuracy of the disclosures
     in the filing;
o    Comments  from the Staff or changes to the  disclosure  in  response to the
     Staff comments do not foreclose the Securities and Exchange Commission (the
     "Commission") from taking any action with respect to the filing; and
o    The Company may not assert  Staff  comments as a defense in any  proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

You may contact Bob DeBarr,  Corporate  Controller,  at (408)  721-6455 or me at
(408)  721-2436 if you have any questions  regarding our responses  contained in
this letter.

Very truly yours,

NATIONAL SEMICONDUCTOR CORPORATION

Lewis Chew
Senior Vice-President, Finance and Chief Financial Officer

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