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 * SOARES DAVID   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) Senior VP, Worldwide Sales (Last) (First) (Middle) NETGEAR, INC., 4500 GREAT AMERICA PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2006 (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               7,997 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)	$ 15.35							(1)	03/11/2015	Common Stock	35,000		35,000	D
Employee Stock Option (Right to Buy)	$ 4.51							(2)	04/05/2010	Common Stock	60,000		60,000	D
Employee Stock Option (Right to Buy)	$ 8.57							(3)	10/24/2010	Common Stock	14,000		14,000	D
Employee Stock Option (Right to Buy)	$ 11							(4)	07/11/2013	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)	$ 14.79							(5)	02/26/2014	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)	$ 9.26							(6)	07/23/2014	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)	$ 22.68	05/23/2006		A		10,000		(7)	05/23/2016	Common Stock	10,000	$ 0	10,000	D
Restricted Stock Units	(8)	05/23/2006		A		4,000		(9)	(10)	Common Stock	4,000	(10)	4,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SOARES DAVID NETGEAR, INC. 4500 GREAT AMERICA PARKWAY SANTA CLARA, CA 95054			Senior VP, Worldwide Sales

Signatures

/s/ David Soares		05/23/2006
**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)	100% of this option grant is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09.
(2)	25% of the option grant is exercisable on 04/05/01, and 1/48 of the option grant is exercisable each month thereafter.
(3)	25% of the option grant is exercisable on 10/24/2001, and 1/48 of the option grant is exercisable each month thereafter.
(4)	25% of the option grant is exercisable on 7/11/2004, and 1/48 of the option grant is exercisable each month thereafter.
(5)	25% of the option grant is exercisable on 02/26/2005, and 1/48 of the option grant is exercisable each month thereafter.
(6)	25% of the option grant is exercisable on 07/23/2005, and 1/48 of the option grant is exercisable each month thereafter.
(7)	25% of the option grant is exercisable on 05/23/2007, and 1/48 of the option grant is exercisable each month thereafter.
(8)	Converts to common stock on a one-for-one basis.
(9)	Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 5/23/06, the vest start date, so that all of the units will have vested on 5/23/10.
(10)	Not applicable.

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