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

                                  July 14, 2004
                ------------------------------------------------
                Date of report (Date of earliest event reported)

                             NetScout Systems, Inc.
               --------------------------------------------------
               (Exact name of Registrant as specified in charter)

          Delaware                      0000-26251               04-2837575
(State or Other Jurisdiction         (Commission File         (I.R.S. Employer
     of Incorporation)                    Number)            Identification No.)

           310 Littleton Road
         Westford, Massachusetts                                   01886
----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)

                                 (978) 614-4000
               --------------------------------------------------
               Registrant's telephone number, including area code

                                 Not Applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




                                      -2-


Item 12. Results of Operations and Financial Condition.

      The following information and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.

      On July 14, 2004, NetScout issued a press release regarding its financial
results for the quarter ended June 30, 2004, its expectations of future
performance and its intention to hold a conference call regarding these topics.
NetScout's press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.




                                      -3-


                                   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.

                                                 NETSCOUT SYSTEMS, INC.

Date: July 14, 2004                              By: /s/ David P. Sommers
                                                     ---------------------------
                                                     David P. Sommers
                                                     Chief Financial Officer and
                                                     Senior Vice President,
                                                     General Operations





                                      -4-


                                  EXHIBIT INDEX

Exhibit No.   Description
-----------   -----------

99.1          Press release dated July 14, 2004.