FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * YEGNASHANKARAN VISVAMOHAN   2. Issuer Name and Ticker or Trading Symbol NATIONAL SEMICONDUCTOR CORP [NSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) STOCK ADMINISTRATION, MAIL STOP G1-1160, 2900 SEMICONDUCTOR DR. 3. Date of Earliest Transaction (Month/Day/Year) 05/03/2011 (Street) SANTA CLARA, CA 95051 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/03/2011   M   50,000 A $ 19.74 63,392.7659 D   Common Stock 05/03/2011   S   50,000 D $ 24.1406 13,392.7659 D   Common Stock               6,402.02 I by Trust1 (1) Common Stock               66,924.762 I by Trust2 (1) Common Stock               18,657.379 I by Trust3 (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 19.74

05/03/2011

M

50,000

(3)

05/09/2011

Common Stock

50,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
YEGNASHANKARAN VISVAMOHAN STOCK ADMINISTRATION, MAIL STOP G1-1160 2900 SEMICONDUCTOR DR. SANTA CLARA, CA 95051			Senior Vice President

Signatures

By: Rose Hoffman, Attorney-in-fact For: Visvamohan Yegnashankaran		05/03/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The nature of the indirect beneficial ownership of the shares shown in lines 2 and 3 in item 4 on Table 1 consists of shares acquired and held for Mr. Yegnashankaran's account by the Company's Retirement and Savings Program, a tax qualified defined contribution plan. As of October 1, 2008, based on unitized valuations provided by the Plan Trustee, a total of 70,207.456 shares were held for Mr. Yegnashankaran's plan accounts in the Program and were fully vested. Shares acquired under the Program are exempt under Rule 16b-3(c). Share amounts will vary based on unitized values provided by the Plan Trustee.
(2)	The nature of the indirect beneficial ownership of the shares shown in line 4 in item 4 on Table 1 consists of shares held for Mr. Yegnashankaran's account by the rabbi trust utilized by the Company's Deferred Compensation Plan, a non tax qualified defined contribution plan. Shares acquired under the Plan are exempt under Rule 16b-3(d).
(3)	The stock option becomes exercisable 25% on the first anniversary of the date of grant, and then 1/48th per month for the following 36 months.

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