8-K

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):  10/08/2008

NETGEAR, INC

(Exact name of registrant as specified in its charter)

Commission File Number:  000-50350

DE	770419172
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

350 E. Plumeria Drive, San Jose, CA 95134

(Address of principal executive offices, including zip code)

408-907-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

[  ]   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))

Item 2.02.    Results of Operations and Financial Condition

On October 8, 2008, NETGEAR, Inc. (the "Company") announced preliminary financial results for the fiscal third quarter 2008. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but shall not be deemed filed with, the Securities and Exchange Commission or incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1 Press release, dated October 8, 2008.

Signature(s)

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.

		NETGEAR, INC
Date: October 08, 2008	By:	/s/    Patrick C.S. Lo
		Patrick C.S. Lo
		Chairman and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release, dated October 8, 2008.

EX-99.1 2 rrd220683_26093.htm PRESS RELEASE, DATED OCTOBER 8, 2008.

Exhibit 99.1

NETGEAR

NEWS RELEASE

NETGEAR Comments on Expected Third Quarter Results

SAN JOSE, Calif. - October 8, 2008 - NETGEAR^®, Inc. (NASDAQGM: NTGR), said today that based on preliminary data available at this time, net revenue for the third quarter ended September 28, 2008 is expected to be in the range of $173 million to $183 million, or below the range of $208 million to $212 million provided on July 23, 2008.

"We experienced weakness in September demand on our consumer products across all channels and in all geographies, particularly in the service provider channel, where our carrier customers worldwide requested shipment delays on previously placed orders, thereby preventing us from recognizing revenue on those orders," commented Patrick Lo, Chairman and CEO of NETGEAR. "We believe the uncertainty in the economies and financial markets worldwide, especially in light of recent events, is causing the weakening of demand and we expect these conditions to persist until financial confidence returns to the market."

The company expects non-GAAP operating margin to be in the range of 10.3% to 11.3% versus the company's previous expectation of approximately 9.5% to 10.5%. Additionally the company expects to report other expense in the range of $4.5 million to $5.5 million in relation to losses on transactions denominated in foreign currencies. This is primarily a result of the strengthening of the U.S. dollar as compared to the Australian dollar, the British pound and the Euro.

These expected third quarter operating results are preliminary and subject to management completing their quarterly closing review procedures.

NETGEAR will report third quarter 2008 results after market close on October 23, 2008. NETGEAR will host a conference call and live webcast on that day at 5:00 p.m. ET (2:00 p.m. PT) to discuss third quarter results.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for NETGEAR, Inc.:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding (i) our expectation that net revenue for the third quarter will be below the previously communicated range, (ii) our belief that the expected shortfall in net revenue is the result of weakness in demand on our consumer products across all channels and in all geographies, particularly due to lower than expected demand in the service provider channel, (iii) our belief that uncertainty in the economic and financial markets is causing the weakening of demand, (iv) our belief that we expect these conditions to persist until financial confidence returns to the market, (v) our belief that non-GAAP operating margin may be slightly above previously communicated expectations, (vi) our belief that we expect to report other expense in relation to losses on transactions d enominated in foreign currencies as a result of the strengthening of the dollar as compared to the Australian dollar, the British pound and the Euro, as well as (vii) other matters discussed in this press release that are not purely historical data, all of which are forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. These risks and uncertainties include, but are not limited to, final closing review procedures identifying adjustments to the preliminary financial results included in this press release, the ability of management to complete their quarterly closing review procedures in a timely manner and other risks indicated in our filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled "Part II - Item 1A. Risk Factors", pages 28 through 39, in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2008, filed with the Securities and Exchange Commission on August 8, 2008. Forward-looking statements are made and based on information available to us on the date of this press release. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About NETGEAR, Inc.

NETGEAR (NASDAQGM: NTGR) designs technologically advanced, branded networking solutions that address the specific needs of small and medium business and home users. The Company's product offerings enable users to share Internet access, peripherals, files, digital multimedia content and applications among multiple personal computers and other Internet-enabled devices. As an ENERGY STAR® partner, NETGEAR offers products that prevent greenhouse gas emissions by meeting strict energy-efficiency specifications set by the U.S. government. NETGEAR is headquartered in San Jose, Calif. For more information, visit the company's Web site at http://www.netgear.com or call (408) 907-8000.

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EX-99.1

Exhibit 99.1

NETGEAR

NEWS RELEASE

NETGEAR Comments on Expected Third Quarter Results

SAN JOSE, Calif. - October 8, 2008 - NETGEAR^®, Inc. (NASDAQGM: NTGR), said today that based on preliminary data available at this time, net revenue for the third quarter ended September 28, 2008 is expected to be in the range of $173 million to $183 million, or below the range of $208 million to $212 million provided on July 23, 2008.

"We experienced weakness in September demand on our consumer products across all channels and in all geographies, particularly in the service provider channel, where our carrier customers worldwide requested shipment delays on previously placed orders, thereby preventing us from recognizing revenue on those orders," commented Patrick Lo, Chairman and CEO of NETGEAR. "We believe the uncertainty in the economies and financial markets worldwide, especially in light of recent events, is causing the weakening of demand and we expect these conditions to persist until financial confidence returns to the market."

The company expects non-GAAP operating margin to be in the range of 10.3% to 11.3% versus the company's previous expectation of approximately 9.5% to 10.5%. Additionally the company expects to report other expense in the range of $4.5 million to $5.5 million in relation to losses on transactions denominated in foreign currencies. This is primarily a result of the strengthening of the U.S. dollar as compared to the Australian dollar, the British pound and the Euro.

These expected third quarter operating results are preliminary and subject to management completing their quarterly closing review procedures.

NETGEAR will report third quarter 2008 results after market close on October 23, 2008. NETGEAR will host a conference call and live webcast on that day at 5:00 p.m. ET (2:00 p.m. PT) to discuss third quarter results.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for NETGEAR, Inc.:

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding (i) our expectation that net revenue for the third quarter will be below the previously communicated range, (ii) our belief that the expected shortfall in net revenue is the result of weakness in demand on our consumer products across all channels and in all geographies, particularly due to lower than expected demand in the service provider channel, (iii) our belief that uncertainty in the economic and financial markets is causing the weakening of demand, (iv) our belief that we expect these conditions to persist until financial confidence returns to the market, (v) our belief that non-GAAP operating margin may be slightly above previously communicated expectations, (vi) our belief that we expect to report other expense in relation to losses on transactions d enominated in foreign currencies as a result of the strengthening of the dollar as compared to the Australian dollar, the British pound and the Euro, as well as (vii) other matters discussed in this press release that are not purely historical data, all of which are forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements. These risks and uncertainties include, but are not limited to, final closing review procedures identifying adjustments to the preliminary financial results included in this press release, the ability of management to complete their quarterly closing review procedures in a timely manner and other risks indicated in our filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled "Part II - Item 1A. Risk Factors", pages 28 through 39, in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2008, filed with the Securities and Exchange Commission on August 8, 2008. Forward-looking statements are made and based on information available to us on the date of this press release. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About NETGEAR, Inc.

NETGEAR (NASDAQGM: NTGR) designs technologically advanced, branded networking solutions that address the specific needs of small and medium business and home users. The Company's product offerings enable users to share Internet access, peripherals, files, digital multimedia content and applications among multiple personal computers and other Internet-enabled devices. As an ENERGY STAR® partner, NETGEAR offers products that prevent greenhouse gas emissions by meeting strict energy-efficiency specifications set by the U.S. government. NETGEAR is headquartered in San Jose, Calif. For more information, visit the company's Web site at http://www.netgear.com or call (408) 907-8000.