Washington, D.C. 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): January 21, 2004

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

          Delaware                     0-25426                   74-1871327
      (State or other         (Commission File Number)         (IRS Employer
      jurisdiction of                                       Identification No.)

11500 North MoPac Expressway, Austin, Texas                        78759
  (Address of principal executive offices)                      (Zip Code)

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

          (Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

     (c) Exhibits.

     99.1 Press Release dated January 21, 2004.

Item 12. Results of Operation and Financial  Condition.  The information in this
Form 8-K is  furnished  under  Item 12 - Results  of  Operations  and  Financial
Condition - as provided in SEC Release No. 34-47226.

     On January 21, 2004, National Instruments Corporation announced the results
of  operations  for the quarter and year ended  December 31, 2003.  The complete
press release is attached to this report as Exhibit 99.1.


     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.

Dated: January 21, 2004              NATIONAL INSTRUMENTS CORPORATION

                                    /s/ DAVID G. HUGLEY
                                    David G. Hugley
                                    Vice President & General Counsel

                                INDEX TO EXHIBITS

Exhibit Number    Description of Document

    99.1          Press Release dated January 21, 2004.