Edgar Filing: Porterfield Robert

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Porterfield Robert

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2004

3. Issuer Name and Ticker or Trading Symbol
NATIONAL INSTRUMENTS CORP /DE/ [NATI]

(Last)

(First)

(Middle)

11500 N. MOPAC EXPWY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

AUSTIN,Â TXÂ 78759

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,287	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	03/13/1995⁽¹⁾	03/13/2005	Common Stock	4,725	$ 4.2963	D	Â
Employee Stock Option (Right to Buy)	03/20/1996⁽¹⁾	03/20/2006	Common Stock	5,062	$ 5.9259	D	Â
Employee Stock Option (Right to Buy)	03/19/1997⁽¹⁾	03/19/2007	Common Stock	4,387	$ 9.6297	D	Â
Employee Stock Option (Right to Buy)	03/19/1998⁽¹⁾	03/19/2008	Common Stock	1,350	$ 15.3055	D	Â
Employee Stock Option (Right to Buy)	03/19/1998⁽²⁾	03/19/2008	Common Stock	3,375	$ 15.3055	D	Â
Employee Stock Option (Right to Buy)	03/24/1999⁽¹⁾	03/24/2009	Common Stock	2,250	$ 12.2222	D	Â
Employee Stock Option (Right to Buy)	03/22/2000⁽²⁾	03/22/2010	Common Stock	3,000	$ 32.0833	D	Â
Employee Stock Option (Right to Buy)	03/21/2001⁽²⁾	03/21/2011	Common Stock	6,000	$ 21.0417	D	Â
Employee Stock Option (Right to Buy)	04/16/2003⁽²⁾	04/16/2013	Common Stock	3,000	$ 20.12	D	Â
Employee Stock Option (Right to Buy)	03/24/2004⁽²⁾	03/24/2014	Common Stock	4,000	$ 29.85	D	Â
Employee Stock Option (Right to Buy)	03/13/1995⁽¹⁾	03/13/2005	Common Stock	4,725	$ 4.2963	I	by Spouse
Employee Stock Option (Right to Buy)	03/20/1996⁽¹⁾	03/20/2006	Common Stock	4,725	$ 5.9259	I	by Spouse
Employee Stock Option (Right to Buy)	03/19/1997⁽²⁾	03/19/2007	Common Stock	11,812	$ 9.6297	I	by Spouse
Employee Stock Option (Right to Buy)	03/19/1997⁽¹⁾	03/19/2007	Common Stock	1,687	$ 9.6297	I	by Spouse
Employee Stock Option (Right to Buy)	03/19/1998⁽¹⁾	03/19/2008	Common Stock	1,350	$ 15.3055	I	by Spouse
Employee Stock Option (Right to Buy)	03/19/1998⁽²⁾	03/19/2008	Common Stock	7,874	$ 15.3055	I	by Spouse
Employee Stock Option (Right to Buy)	03/24/1999⁽²⁾	03/24/2009	Common Stock	4,499	$ 12.2222	I	by Spouse
Employee Stock Option (Right to Buy)	03/22/2000⁽²⁾	03/22/2010	Common Stock	6,000	$ 32.0833	I	by Spouse
Employee Stock Option (Right to Buy)	03/21/2001⁽²⁾	03/21/2011	Common Stock	6,000	$ 21.0417	I	by Spouse
Employee Stock Option (Right to Buy)	04/16/2003⁽²⁾	04/16/2013	Common Stock	3,000	$ 20.12	I	by Spouse
Employee Stock Option (Right to Buy)	03/24/2004⁽²⁾	03/24/2014	Common Stock	4,000	$ 29.85	I	by Spouse
Employee Stock Option (Right to Buy)	03/20/2002⁽¹⁾	03/20/2012	Common Stock	1,500	$ 27.9467	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Porterfield Robert 11500 N. MOPAC EXPWY AUSTIN,Â TXÂ 78759	Â	Â	Â Vice President	Â

Signatures

David G. Hugley as attorney-in-fact for Robert Porterfield		11/04/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Options vest and become exercisable ratably over a 60-month period from the date of the grant.
(2)	Options vest and become exercisable after the date of grant based on time and performance milestones set by the Company.

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