Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
OLSON CHARLES T
   2. Issuer Name and Ticker or Trading Symbol
NETGEAR INC [NTGR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Engineering
(Last)
(First)
(Middle)
NETGEAR, INC., 4500 GREAT AMERICA PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
11/24/2004
(Street)

SANTA CLARA, CA 95054		 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 (1) 11/24/2004 11/24/2004 M   7,650 A $ 8.57 7,650 D  
Common Stock (1) 11/24/2004 11/24/2004 D   7,650 D $ 16.7 0 D  
Common Stock (4)               1,335 D  

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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
Employee Stock Option (Right to Buy) $ 8.57 11/24/2004   M     7,650   (2) 01/06/2013 Common Stock 7,650 $ 0 99,550 D  
Employee Stock Option (Right to Buy) $ 16.53               (3) 02/09/2014 Common Stock 10,000   10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OLSON CHARLES T
NETGEAR, INC.
4500 GREAT AMERICA PARKWAY
SANTA CLARA, CA 95054		       VP, Engineering  

Signatures

 /s/ Charles T. Olson   11/24/2004
**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) This Transaction is made pursuant to a Rule 10b5-1 Plan that was adopted on November 21, 2003.
(2) The Reporting Person exercised 7,650 shares of the 122,500 share stock option granted under the NETGEAR, Inc. 2000 Option Plan on January 6, 2003. Such option becomes exercisable at a rate of 1/4th of the shares on January 6, 2004 and 1/48th of the shares on each one-month anniversary thereafter.
(3) On February 9, 2004, the Reporting Person was granted an option to purchase 10,000 shares under the NETGEAR, Inc. 2003 Stock Plan. The option becomes exercisable as to 1/4th of the shares one year after the vesting start date of February 9, 2004 and 1/48th of the shares on each one-month anniversary thereafter.
(4) On July 30, 2004, the Reporting Person purchased 1,335 shares of common stock at $9.72 per share under the Company's employee stock purchase plan.

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