form8-k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)

October 28, 2008
 
____________________________

National Instruments Corporation
(Exact name of registrant as specified in its charter)

Delaware
  
000-25426
  
74-1871327
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

11500 North MoPac Expressway
Austin, Texas 78759
(Address of principal executive offices, including zip code)

(512) 338-9119
(Registrant’s telephone number, including area code)

N/A
(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 (see General Instruction A.2. below):
 
 
[  ] 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 Conditions

 
Attached hereto as Exhibit 99.1 and incorporated by reference herein is the text of the registrant's press release, dated October 28, 2008, regarding financial results for the registrant's third fiscal quarter ended September 30, 2008.
 
 
The information in this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
 

Item 9.01.  Financial Statements and Exhibits

(c)  Exhibits.

Exhibit No.
  
Description
     
99.1
  
Press Release dated October 28, 2008
     

SIGNATURES

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.

   
NATIONAL INSTRUMENTS CORPORATION
     
 
By:
/s/ DAVID G. HUGLEY
  
   
David  G. Hugley
Vice President & General Counsel; Secretary

Date:  October 28, 2008