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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(Print or Type Responses)

1. Name and Address of Reporting Person *   RAZDAN ASH 2. Date of Event Requiring Statement (Month/Day/Year) 12/27/2005 3. Issuer Name and Ticker or Trading Symbol NATIONAL INSTRUMENTS CORP /DE/ [NATI] (Last) (First) (Middle) 11500 MOPAC EXPWY. BLDG C 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Director Corp Dev& Ofc of Pres 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) AUSTIN, TX 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 57,223 D   Common Stock 18,000 I by Razdan Partners, Ltd. Common Stock 8,250 I by Razdan Charitable Remainder Unitrust

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	  (1)	03/19/2007	Common Stock	3,012	$ 9.6297	D	Â
Employee Stock Option (right to buy)	  (1)	03/19/2008	Common Stock	15,119	$ 15.3055	D	Â
Employee Stock Option (right to buy)	  (2)	03/19/2008	Common Stock	1,575	$ 15.3055	D	Â
Employee Stock Option (right to buy)	  (1)	03/24/2009	Common Stock	5,347	$ 12.2222	D	Â
Employee Stock Option (right to buy)	  (1)	03/22/2010	Common Stock	15,000	$ 32.0833	D	Â
Employee Stock Option (right to buy)	  (1)	03/21/2011	Common Stock	14,000	$ 21.0417	D	Â
Employee Stock Option (right to buy)	  (2)	04/16/2013	Common Stock	1,500	$ 20.12	D	Â
Employee Stock Option (right to buy)	  (1)	03/24/2014	Common Stock	3,000	$ 29.85	D	Â
Restricted Stock Units	  (3)	05/11/2020	Common Stock	4,000	$ (4)	D	Â
Employee Stock Option (right to buy)	  (2)	12/20/2010	Common Stock	375	$ 31.2917	I	by Spouse
Employee Stock Option (right to buy)	  (2)	03/21/2011	Common Stock	750	$ 21.0417	I	by Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAZDAN ASH 11500 MOPAC EXPWY. BLDG C AUSTIN, TX 78759	Â	Â	Â	Director Corp Dev& Ofc of Pres

Signatures

Ash Razdan		01/04/2006
**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 based on time and performance milestones set by the Issuer.
(2)	Options vest and become exercisable ratably over a 60-month period from the date of the grant.
(3)	The restricted stock units vest and become exercisable based on time and performance milestones set by the Issuer.
(4)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

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