SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

DAVERN ALEXANDER M

(Last)

(First)

(Middle)

C/O NATIONAL INSTRUMENTS

11500 MOPAC BLDG B

(Street)

AUSTIN

78759

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL INSTRUMENTS CORP /DE/ [ nati ]

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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2004		M		535⁽¹⁾	A	$5.9259	589	D
Common Stock	02/27/2004		M		122	A	$5.9259	711	D
Common Stock	02/27/2004		M		984	A	$9.6297	1,695	D
Common Stock	02/27/2004		M		265	A	$12.2222	1,960	D
Common Stock	02/27/2004		S		1,906	D	$34.2252	54	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.9259	02/27/2004		M			535⁽²⁾	⁽³⁾	03/20/2006	Common Stock	535⁽²⁾	$0	0	D
Employee Stock Option (right to buy)	$5.9259	02/27/2004		M			122⁽²⁾	⁽³⁾	03/20/2006	Common Stock	122⁽²⁾	$0	0	D
Employee Stock Option (right to buy)	$9.6297	02/27/2004		M			984⁽²⁾	⁽³⁾	03/19/2007	Common Stock	984⁽²⁾	$0	1,314⁽²⁾	D
Employee Stock Option (right to buy)	$12.2222	02/27/2004		M			265⁽²⁾	⁽³⁾	03/24/2009	Common Stock	265⁽²⁾	$0	33,485⁽²⁾	D

Explanation of Responses:

1. On February 20, 2004, the common stock of the Issuer split 3-for-2, resulting in the Reporting Person's acquisition of 18 additional shares of common stock.

2. These Options were previously reported as covering 357 shares, 81 shares, 1532 shares and 22,500 shares respectively, at an exercise prices of $8.8889, $8.8889, $14.4445 and $18.3333 per share, respectively, but were adjusted to reflect the stock split on February 20, 2004.

3. The options become exercisable based on time and performance.

	David G. Hugley as attorney-in-fact for Alexander M. Davern	03/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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