<PAGE>
 

                                 SCHEDULE 14A 

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
Filed by the Registrant [X]

Filed by a Party other than the Registrant [_] 

Check the appropriate box:

[_]  Preliminary Proxy Statement         

[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))

[X]  Definitive Proxy Statement 

[_]  Definitive Additional Materials 

[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                       National Instruments Corporation
--------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

   
Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

   
     (1) Title of each class of securities to which transaction applies:


     (2) Aggregate number of securities to which transaction applies:


     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):


     (4) Proposed maximum aggregate value of transaction:


     (5) Total fee paid:


[_]  Fee paid previously with preliminary materials.
     
[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
     
     (1) Amount Previously Paid:
 

     (2) Form, Schedule or Registration Statement No.:


     (3) Filing Party:
      

     (4) Date Filed:


Notes:






Reg. (S) 240.14a-101.

SEC 1913 (3-99)


<PAGE>
 
                       NATIONAL INSTRUMENTS CORPORATION


                   Notice of Annual Meeting of Stockholders

                                 May 30, 2001
                                        
TO THE STOCKHOLDERS:

  NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders of
National Instruments Corporation, a Delaware corporation, will be held on May
30, 2001, at 9:00 a.m. local time, at National Instruments' principal executive
offices located at 11500 North Mopac Expressway, Building B, Austin, Texas,
78759 for the following purposes as more fully described in the Proxy Statement
accompanying this Notice:

  1.  To elect two directors to the Board of Directors for a term of three
years;

  2.  To ratify the appointment of PricewaterhouseCoopers LLP as National
Instruments' independent public accountants for the fiscal year ending December
31, 2001; and

  3.  To transact such other business as may properly come before the meeting or
any adjournment thereof.

  Only stockholders of record at the close of business on April 4, 2001, are
entitled to receive notice of and to vote at the meeting.

  All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy Card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose.  Stockholders attending the
meeting may vote in person even if they have returned a Proxy.  However, if you
have returned a Proxy and wish to vote at the meeting, you must notify the
inspector of election of your intention to revoke the Proxy you previously
returned and instead vote in person at the meeting.   If your shares are held in
the name of a broker, trustee, bank or other nominee, please bring a proxy from
the broker, trustee, bank or other nominee with you to confirm you are entitled
to vote the shares.


                                                    Sincerely,

                                                    /s/  DAVID G. HUGLEY    

                                                    David G. Hugley
                                                    Secretary

Austin, Texas
A
pril 25, 2001

<PAGE>
 
                       NATIONAL INSTRUMENTS CORPORATION
                                        
                                PROXY STATEMENT
                                        
                INFORMATION CONCERNING SOLICITATION AND VOTING
                                        
General

  The enclosed Proxy is solicited on behalf of National Instruments Corporation,
a Delaware corporation (the "Company"), for use at its 2001 Annual Meeting of
Stockholders (the "Annual Meeting") to be held on May 30, 2001, at 9:00 a.m.,
local time, or at any adjournments or postponements thereof, for the purposes
set forth in this Proxy Statement and in the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting will be held at the Company's
principal executive offices at 11500 North Mopac Expressway, Building B, Austin,
Texas 78759. The Company's telephone number is (512) 338-9119.

  These proxy solicitation materials were mailed on or about April 25, 2001 to
all stockholders entitled to vote at the Annual Meeting.

Record Date; Outstanding Shares

  Stockholders of record at the close of business on April 4, 2001 (the "Record
Date"), are entitled to receive notice of and vote at the meeting. On the Record
Date, 50,765,350 shares of the Company's Common Stock, $.01 par value, were
issued and outstanding. For information regarding holders of more than five
percent of the outstanding Common Stock, see "Election of Directors -- Security
Ownership."

Revocability of Proxies

  Proxies given pursuant to this solicitation may be revoked at any time before
they have been used. Revocation will occur by delivering a written notice of
revocation to the Company or by duly executing a proxy bearing a later date.
Revocation will also occur if the individual attends the meeting, notifies the
inspector of elections of his or her intention to revoke the proxy and votes in
person at the meeting.

Voting and Solicitation

  Every stockholder of record on the Record Date is entitled, for each share
held, to one vote on each proposal or item that comes before the meeting. In the
election of directors, each stockholder will be entitled to vote for two
nominees and the two nominees with the greatest number of votes will be elected.

  The cost of this solicitation will be borne by the Company. The Company may
reimburse expenses incurred by brokerage firms and other persons representing
beneficial owners of shares in forwarding solicitation material to beneficial
owners. Proxies may be solicited by certain of the Company's directors, officers
and regular employees, without additional compensation, personally, by telephone
or by telefax.

                                       1

<PAGE>
 
Deadline for Receipt of Stockholder Proposals

  Stockholder proposals or director nominations which are intended to be
presented at the Company's 2002 Annual Meeting must be received by the Company
no later than December 4, 2001 in order to be included in the proxy statement
and form of proxy for that meeting.

  If you intend to present a proposal at the Company's Annual Meeting of
stockholders to be held in 2002, but you do not intend to have it included in
the Company's 2002 Proxy Statement, you must deliver a copy of your proposal to
the Company's Secretary at the Company's principal executive office no later
than February 24, 2002 and no earlier than January 25, 2002.  If the date of the
Company's 2002 Annual Meeting is advanced or delayed by more than 30 calendar
days from the first anniversary date of the 2001 Annual Meeting, your notice of
a proposal will be timely if it is received by the Company by the close of
business on the tenth day following the day the Company publicly announces the
date of the 2002 Annual Meeting.  If the Company does not receive notice of your
proposal within this time frame, the proxy holders designated by the Company
will use their discretionary authority to vote the shares they represent as the
Board of Directors may recommend.

                                       2

<PAGE>
 
                             ELECTION OF DIRECTORS
                                        
General

  The Company's Board of Directors is divided into three classes, with the term
of office of one class expiring each year. The Company currently has eight
directors with two directors in one class and three directors in two classes.
The terms of office of Class I directors Dr. James J. Truchard and William C.
Nowlin, Jr. will expire at the 2001 Annual Meeting.  Mr. Nowlin is not standing
for re-election at the 2001 Annual Meeting.   Dr. Truchard will stand for re-
election to the Board of Directors at the 2001 Annual Meeting.  In addition,
Charles J. Roesslein, whose term of office expires at the 2002 Annual Meeting,
has tendered his resignation from the Board of Directors to take effect
immediately prior to the 2001 Annual Meeting.  Mr. Roesslein will stand for re-
election to the Board of Directors at the 2001 Annual Meeting.  The terms of
office of Class II directors L. Wayne Ashby and Donald M. Carlton will expire at
the 2002 Annual Meeting and the terms of office of Class III directors Jeffrey
L. Kodosky, Ben G. Streetman and R. Gary Daniels will expire at the 2003 Annual
Meeting.  At the 2001 Annual Meeting, stockholders will elect two directors for
a term of three years.  After the election at the 2001 Annual Meeting, there
will be seven directors, with two directors in two classes and three directors
in one class.

Vote Required

  The two nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors shall be elected to the Board of
Directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum, but have no legal effect under
Delaware law. While there is no definitive statutory or case law authority in
Delaware as to the proper treatment of abstentions and broker non-votes in the
election of directors, the Company believes that both abstentions and broker
non-votes should be counted for purposes of whether a quorum is present at the
Annual Meeting. In the absence of precedent to the contrary, the Company intends
to treat abstentions and broker non-votes with respect to the election of
directors in this manner. Cumulative voting is not permitted by the Company's
Certificate of Incorporation.

  Unless otherwise instructed, the proxy holders will vote the proxies received
by them for the Company's two nominees named below. If any nominee of the
Company is unable or declines to serve as a director at the time of the Meeting,
the proxies will be voted for any nominee who is designated by the present Board
of Directors to fill the vacancy. It is not expected that any nominee will be
unable or will decline to serve as a director. The Board of Directors recommends
that stockholders vote FOR the nominees listed below.

Nominees for Election at the Annual Meeting

  The following sets forth information concerning the nominees for election as
directors at the Annual Meeting, including information as to each nominee's age
as of the Record Date, position with the Company and business experience.


<TABLE> 
<S>                                         <C>        <C>                                           <C> 
                                                                                                     Director
            Name of Nominee                 Age             Position/Principal Occupation             Since
            ---------------                 ---             -----------------------------            -------- 
James J.  Truchard....................       57        Chairman of the Board of Directors and          1976
                                                       President of the Company
Charles J. Roesslein (1) (2)..........       52        Director; Former Chairman of the Board          2000
                                                       of Directors and President of Prodigy
                                                       Communications Corp.
</TABLE>
 
__________
(1) Member of Compensation Committee

(2) Member of Audit Committee

                                       3

<PAGE>
 
  James J. Truchard, PhD, co-founded the Company in 1976 and has served as its
President and Chairman of the Board of Directors since inception. From 1963 to
1976 Dr. Truchard was the Managing Director of the Acoustical Measurements
Division at Applied Research Laboratories ("ARL"), The University of Texas ("UT
Austin").  Dr. Truchard received his PhD in Electrical Engineering, his MS in
Physics and his BS in Physics, all from UT Austin.

  Charles J. Roesslein was elected as a director by the Board of Directors
effective July 19, 2000.  He was elected into Class II as provided in the
Company's Certificate of Incorporation.  Mr. Roesslein is the Former Chairman of
the Board of Directors, President and Chief Executive Officer of Prodigy
Communications Corporation. Mr. Roesslein holds a bachelor's degree in
mechanical engineering from the University of Missouri-Columbia and a master's
degree in finance from the University of Missouri-Kansas City.


Incumbent Directors Whose Terms of Office Continue After the Annual Meeting

  The following sets forth information concerning the directors whose terms of
office continue after the Annual Meeting, including information as to each
director's age as of the Record Date, position with the Company and business
experience.


<TABLE>
<S>                                            <C>    <C>                                             <C>
                                                                                                      Director
              Name of Director                 Age           Position/Principal Occupation             Since
              ----------------                 ---           -----------------------------            --------
L. Wayne Ashby (1).........................     61     Director                                         1977
Donald M. Carlton (2)(3)...................     63     Director; Past President and Chief Executive     1994
                                                       Officer of Radian International LLC
Jeffrey L. Kodosky (3).....................     51     Director; Fellow of the Company                  1976
Ben G. Streetman (1) (2) (3)...............     61     Director; Dean, College of Engineering at The    1997
                                                       University of Texas at Austin
R. Gary Daniels (1) (2)....................     63     Director; Former Senior Vice President and       1999
                                                       General Manager of the Microcontroller
                                                       Technologies Group, Motorola
</TABLE>

__________
(1) Member of Compensation Committee

(2) Member of Audit Committee

(3) Member of Nominating and Governance Committee

  L. Wayne Ashby has been a member of the Company's Board of Directors since
1977. From January 1983 until August 1995, Mr. Ashby served as Program Manager
and as Division Head of the U.S. Navy's Electronic Warfare Programs at ARL, UT
Austin. From 1964 to 1980, Mr. Ashby worked at ARL in various positions
including Research Engineer, Project Leader and Division Head. Mr. Ashby was
Vice President, Special Projects at the Company from 1980 to 1983. Mr. Ashby
received his BS in Electrical Engineering and his MS in Electrical Engineering,
both from UT Austin.

  Donald M. Carlton, PhD, has been a member of the Company's Board of Directors
since 1994. From February 1996 until December 1998, Dr. Carlton served as the
President and Chief Executive Officer of Radian International LLC, and from 1969
until January 1996, Dr. Carlton served as President and Chairman of the Board of
Radian Corporation, both of which are environmental engineering firms. Dr.
Carlton received his BS in Chemistry from the University of St. Thomas and his
PhD in Chemistry from UT Austin. Dr. Carlton is currently a director of the
following publicly traded companies: American Electric Power, SmithBarney
Investment Trust (fka Concert Investment Series Fund), and Valero Energy
Corporation.

  Jeffrey L. Kodosky co-founded the Company in 1976 and has been a director
since that time. He was appointed Vice President of the Company in 1978 and has
served as Vice President, Research and Development from 1980 to 2000. 

                                       4

<PAGE>
 
Since 2000 he has held the position of Fellow. Prior to 1976, he was employed at
ARL, UT Austin. Mr. Kodosky received his BS in Physics from Rensselaer
Polytechnic Institute.

  Ben G. Streetman, PhD, has been a member of the Company's Board of Directors
since 1997 and is the Dean of the College of Engineering at UT Austin, as well
as Professor of Electrical and Computer Engineering, Dula D. Cockrell Centennial
Chair in Engineering, and Henry E. Singleton Research Fellow at IC2 Institute.
From 1984 to 1996, Dr. Streetman served as Director of the Microelectronics
Research Center at UT Austin. Dr. Streetman received his BS, MS, and PhD in
Electrical Engineering, all from UT Austin. Dr. Streetman is currently a
director of the following publicly traded companies: Global Marine, Inc. and
ZixIt Corporation (formerly CustomTracks Corporation).

  R. Gary Daniels has been a member of the Company's Board of Directors since
1999.  Mr. Daniels retired in 1997 from his position as Senior Vice President
and General Manager of the Microcontroller Technologies Group of Motorola, Inc.
after a thirty-two year career with Motorola.

  There is no family relationship between any director of the Company.


Security Ownership

  The following table sets forth the beneficial ownership of the Company's
Common Stock as of the Record Date (i) by all persons known to the Company,
based on statements filed by such persons pursuant to Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, as amended, to be the beneficial owners of
more than 5% of the Company's Common Stock, (ii) by each of the executive
officers named in the table under "Executive Compensation -- Summary
Compensation Table," (iii) by each director and nominee, and (iv) by all current
directors and executive officers as a group:


<TABLE>
<S>                                                            <C>                <C>
 
                                                                                     Approximate
                                                                 Number of         Percentage of Total
              Name of Person or Entity                           Shares (1)           Voting Power
              ------------------------                           ----------        -------------------     
James J. Truchard....................................         12,932,211  (2)            25.5%
  11500 North Mopac Expressway
  Austin, Texas 78759
Jeffrey L. Kodosky...................................          4,792,558  (3)             9.4%
  11500 North Mopac Expressway
  Austin, Texas 78759
Gail T. Kodosky......................................          3,692,340  (4)             7.3%
  11500 North Mopac Expressway
  Austin, Texas 78759
L. Wayne Ashby.......................................          2,578,940  (5)             5.1%
  5512 Cuesta Verde Drive
  Austin, Texas 78746
William C. Nowlin, Jr................................          1,397,411  (6)             2.8%
R. Gary Daniels......................................             11,506  (7)              *
Ben G. Streetman.....................................             36,652  (8)              *
Donald M. Carlton....................................             31,976  (9)              *
Charles J. Roesslein.................................              3,077 (10)              *
Peter Zogas, Jr......................................            107,557 (11)              *
Timothy R. Dehne.....................................             86,131 (12)              *
Ruben Reynoso-Mangin.................................             26,130 (13)              *
Alexander M. Davern..................................             36,410 (14)              *
All executive officers and directors as a group
  (16 persons).......................................         22,200,516 (15)            43.4%
</TABLE>

__________

 *   Represents less than 1% of the outstanding shares of Common Stock.

(1)  Except as indicated in the footnotes to this table, the persons named in
     the table have sole voting and investment power with respect to all shares
     of Common Stock shown as beneficially owned by them, subject to community
     property laws where applicable.

                                       5

<PAGE>
 
(2)  Includes 1,188,500 shares held by a trust for which Dr. Truchard is the
     trustee and 123,850 shares held by a corporation of which Dr. Truchard is
     president.

(3)  Includes an aggregate of 1,065,600 shares held in two trusts for the
     benefit of Mr. Kodosky's daughters for which Mr. Kodosky is the trustee;
     includes an aggregate of 425,000 shares held by a non-profit corporation of
     which Mr. Kodosky is president and his wife, Gail T. Kodosky is secretary;
     includes 112,100 shares held by a trust for the benefit of Mr. Kodosky and
     his wife; includes 12,000 shares held in a charitable remainder trust for
     the benefit of Mr. Kodosky's brother of which Mr. Kodosky is the sole
     trustee with dispositive power over the securities held therein; includes
     22,618 shares held in 18 trusts for non-immediate family members of Mr.
     Kodosky of which Mr. Kodosky is the sole trustee with dispositve power over
     the securities held therein; and includes 1,577,620 shares owned by his
     wife. Mr. Kodosky disclaims beneficial ownership of the shares owned by his
     wife.  (Cumulatively, Jeffrey and Gail Kodosky control and/or beneficially
     own a total of 4,792,558 shares.)

(4)  Includes 425,000 shares held by a non-profit corporation of which Mrs.
     Kodosky is secretary and her husband, Jeffrey L. Kodosky is president;
     includes 112,100 shares held by a trust for the benefit of Mrs. Kodosky and
     her husband; and includes 1,577,620 shares owned by her husband. Mrs.
     Kodosky disclaims beneficial ownership of the shares owned by her husband.
     (Cumulatively, Jeffrey and Gail Kodosky control and/or beneficially own a
     total of 4,792,558 shares.)

(5)  Includes 2,024 shares subject to options exercisable on or before June 3,
     2001, and 958 shares held by Mr. Ashby's wife.

(6)  Includes 1,012 shares subject to options exercisable on or before June 3,
     2001.

(7)  Includes 10,493 shares subject to options exercisable on or before June 3,
     2001.

(8)  Includes 35,527 shares subject to options exercisable on or before June 3,
     2001.

(9)  Includes 28,326 shares subject to options exercisable on or before June 3,
     2001.

(10) Includes 2,777 shares subject to options exercisable on or before June 3,
     2001.

(11) Includes 72,559 shares subject to options exercisable on or before June 3,
     2001.

(12) Includes 49,930 shares subject to options exercisable on or before June 3,
     2001.

(13) Includes 25,104 shares subject to options exercisable on or before June 3,
     2001.

(14) Includes 36,076 shares subject to options exercisable on or before June 3,
     2001.

(15) Includes 393,422 shares subject to options exercisable on or before June 3,
     2001.

Board Meetings and Committees

  The Board of Directors of the Company held a total of 8 meetings during 2000.
During 2000, the Board of Directors had a standing Audit Committee, Compensation
Committee, and Nominating and Governance Committee.

  The Audit Committee, which currently consists of directors Donald M. Carlton,
William C. Nowlin, Jr., Ben G. Streetman, R. Gary Daniels and Charles J.
Roesslein met 3 times during 2000. The Audit Committee recommends to the Board
of Directors the engagement of the Company's independent accountants, reviews
with such accountants the plan, scope and results of their examination of the
consolidated financial statements and determines the independence of such

                                       6

<PAGE>
 
accountants.  The Audit Committee inquires about any significant risks or
exposures and assesses the steps management has taken to minimize such risk to
the Company, including adequacy of insurance coverage and the strategy for
management of foreign currency risk.  The Audit Committee also reviews the
Company's compliance with matters relating to antitrust, environmental, EEOC and
SEC regulations.

  The Compensation Committee, which currently consists of directors William C.
Nowlin Jr., L. Wayne Ashby, Ben G. Streetman, R. Gary Daniels and Charles J.
Roesslein met 9 times during 2000. The Compensation Committee sets the level of
compensation of executive officers and advises management with respect to
compensation levels for key employees. The Compensation Committee also
administers the Company's 1994 Incentive Plan and Employee Stock Purchase Plan.

  The Nominating and Governance Committee, which currently consists of directors
Donald M. Carlton, Jeffrey L. Kodosky, Ben G. Streetman and William C. Nowlin,
Jr., met 2 times during 2000. The Nominating and Governance Committee recommends
to the Board of Directors the selection criteria for board members, compensation
of outside directors, appointment of board committee members and committee
chairmen, and develops board governance principles.

  No director attended fewer than 75% of the total number of meetings of the
Board of Directors or the total number of meetings held by all committees of the
Board of Directors on which he served.

Board Compensation

  Non-employee directors are paid a $10,000 annual retainer ($12,000 for
committee chairs), $1,000 for each Board meeting attended in person, $750
($1,000 for committee chairs) for each committee meeting attended in person,
$150 for each Board or committee meeting attended telephonically, and
reimbursement of out-of-town travel expenses. Prior to March 1997, non-employee
directors were also entitled to receive options (exercisable at fair market
value on the date of grant) to purchase 2,025 shares of Common Stock upon
joining the Board, and 1,012 shares on June 1st of each year. Non-employee
directors no longer receive automatic option grants although they may still
exercise options previously granted to them and are currently eligible to
receive discretionary option grants under the terms of the Company's Amended and
Restated 1994 Incentive Plan. Employee directors of the Company do not receive
any additional compensation for services provided as a director.

Executive Officers

  The following sets forth information concerning the persons currently serving
as executive officers of the Company, including information as to each executive
officer's age as of the Record Date, position with the Company and business
experience.


<TABLE>
<S>                                       <C>    <C>
      Name of Executive Officer            Age                     Position
      -------------------------            ---                     --------                               
James J. Truchard.....................     57   Chairman of the Board of Directors and President
Timothy R. Dehne......................     35   Vice President, Engineering
Peter Zogas, Jr.......................     40   Vice President, Sales
Mark A. Finger........................     43   Vice President, Human Resources
Ruben Reynoso-Mangin..................     53   Vice President, Manufacturing
John M.  Graff........................     36   Vice President, Marketing
Mihir Ravel...........................     41   Vice President, Corporate Development
Alexander M. Davern...................     34   Chief Financial Officer and Treasurer
David G. Hugley.......................     37   Secretary, General Counsel
</TABLE>


  See "Election of Directors" for additional information with respect to Dr.
Truchard.

  Timothy R. Dehne joined the Company in 1987 and is currently Vice President,
Engineering. He previously served as the Company's Vice President, Marketing;
Vice President, Strategic Marketing; Strategic Marketing Manager; GPIB 

                                       7

<PAGE>
 
Marketing Manager; GPIB Product Manager and as an Applications Engineer. Mr.
Dehne received his BS in Electrical Engineering from Rice University.

  Peter Zogas, Jr., joined the Company in 1985 and is currently Vice President,
Sales. He served as the Company's National Sales Manager from July 1992 until
his appointment as Vice President, Sales in July 1996. Earlier positions with
the Company include Business Development Manager, Regional Sales Manager, and
Sales Engineer. Prior to joining the Company, Mr. Zogas worked as an engineer at
Texas Instruments and, prior to that, at AT&T. Mr. Zogas received his BS in
Electrical Engineering from Drexel University. He is co-holder of one patent on
multichip packaging issued in 1986.

  Mark A. Finger joined the Company in August 1995 as Director of Human
Resources and became Vice President, Human Resources in December 1996. Prior to
joining the Company, Mr. Finger was employed by Rosemount Inc. and Fisher
Rosemount Systems Inc., from 1981 to 1995. Positions held at Rosemount include
Human Resources Manager, Staffing Manager, Senior Human Resources
Representative, Compensation and Benefits Specialist and Staffing Specialist.
Mr. Finger received his BS in Marketing from St. Cloud University.

  Ruben Reynoso-Mangin joined the Company in February 1997 as Vice President,
Manufacturing. Prior to joining the Company, Mr. Reynoso-Mangin was employed by
3M Corporation from 1972 to 1997. Positions held at 3M Corporation include Plant
Manager, Plant Quality Manager, Technology Manager, and Product Manager. Mr.
Reynoso-Mangin received his BS in BSIE from the California State Polytechnic
University.

  John M. Graff joined the Company in June 1987 and is currently Vice President,
Marketing.  He previously served as the Company's Acting Vice President,
Marketing; Director, Corporate Marketing; Corporate Marketing Manager; Product
Marketing Manager and as an Applications Engineer.  Mr. Graff received his BS in
Electrical Engineering from UT Austin.

  Mihir Ravel, joined the Company in April 2000 as Vice President, Corporate
Development.  Prior to joining the Company, Mr. Ravel was employed by Tektronix,
Inc. from 1982 to 2000.  Mr. Ravel was a Director/Fellow at Tektronix and worked
in the area of R&D Management.  Mr. Ravel received his BS in Physics, Electrical
Engineering and Computer Science from Massachusetts Institute of Technology.

  Alexander M. Davern joined the Company in February 1994 and is currently Chief
Financial Officer and Treasurer.  He previously served as Corporate Controller
and International Controller. Prior to joining the Company, Mr. Davern worked
both in Europe and in the United States for the international accounting firm of
Price Waterhouse, LLP. Mr. Davern received his BBA and a master's degree in
professional accounting from University College in Dublin, Ireland.

  David G. Hugley joined the Company in 1991 as General Counsel and currently
also serves as Secretary of the Company. Mr. Hugley received his BBA and JD from
UT Austin and is a licensed attorney in Texas.

                                       8

<PAGE>
 

Executive Compensation

  Summary Compensation Table. The following table shows the compensation paid by
the Company during the years ended December 31, 2000, 1999, and 1998 to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers of the Company whose total salary and bonus exceeded $100,000
(collectively, the "Named Executive Officers"):


<TABLE>
<CAPTION>
                                                                                                 Long-Term
                                                                                               Compensation
                                                                                                  Awards
                                                                               Annual           Securities
                                                                            Compensation        Underlying
                                                                     ------------------------     Options        All Other
                 Name and Principal Position                   Year     Salary      Bonus(1)   (# of Shares)  Compensation(2)
                 ---------------------------                  ------ ------------  ----------  -------------  ---------------
<S>                                                            <C>      <C>         <C>         <C>            <C>
Dr. James J. Truchard........................................  2000      $195,797  $47,853              --          $5,721
 Chairman of the Board and President                           1999       195,797   41,117              --           5,470
                                                               1998       195,797   27,020              --           5,470

Peter Zogas, Jr..............................................  2000      $198,926  $48,618           20,000         $5,728
 Vice President, Sales                                         1999       154,002   33,840            6,000          5,239
                                                               1998       145,561   20,087           17,250          5,071
 
Timothy R. Dehne.............................................  2000      $171,250  $42,853           20,000         $5,579
 Vice President, Engineering                                   1999       149,750   32,948            6,000          4,853
                                                               1998       138,500   19,113           16,950          4,847
 
Ruben Reynoso-Mangin.........................................  2000      $146,250  $37,743           10,000         $4,571
 Vice President, Manufacturing                                 1999       137,625   30,401            6,000          4,319
                                                               1998       132,063   18,225            6,950          3,295
 
Alexander M. Davern..........................................  2000      $163,750  $41,021           75,000         $5,160
 Chief Financial Officer                                       1999       117,625   26,701           22,500          3,058
  and Treasurer                                                1998       101,625   14,024           16,500          2,680


------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1)  Bonus amounts for 2000, 1999, and 1998 include bonus amounts paid in fiscal
     year 2001, 2000, and 1999, respectively, for services rendered in fiscal
     2000, 1999, and 1998, respectively.

(2)  Represents Company contributions to the Company's 401(k) plan on behalf of
     the Named Executive Officers and the full dollar value of premiums paid by
     the Company for term life insurance on behalf of the Named Executive
     Officers for 2000, 1999, and 1998.

                                       9

<PAGE>
 
  Option Grants in Last Fiscal Year. The following table sets forth each grant
of stock options made during the fiscal year ended December 31, 2000 to each
Named Executive Officer.


<TABLE>
<CAPTION>
                                                                                                            Potential
                                                                                                            Realizable 
                                                                   Individual Grants                     Value at Assumed   
                                                        --------------------------------------            Annual Rates of
                                                           % of Total                                       Stock Price
                                                            Options                                         Appreciation 
                                                           Granted to     Exercise                       for Option Term(1)
                                             Options       Employees      or Base   Expiration       -------------------------
Name                                         Granted        in FY00        Price       Date            5% ($)        10% ($)
------------------------------------------  ---------   ---------------   --------  ----------       ----------     ----------
<S>                                         <C>         <C>               <C>       <C>         <C>                 <C>
Dr. James J. Truchard.....................         --                --         --          --               --             --
Peter Zogas, Jr...........................     20,000 (2)           1.4%   $48.125     3/22/10       $  605,311     $1,533,977
Timothy R. Dehne..........................     20,000 (2)           1.4%   $48.125     3/22/10       $  605,311     $1,533,977
Ruben Reynoso-Mangin......................     10,000 (2)            *     $48.125     3/22/10       $  302,656     $  766,989
Alexander M. Davern.......................     75,000 (2)           5.2%   $48.125     3/22/10       $2,269,917     $5,752,414
</TABLE>

_________
 *   Represents less than 1% of the total number of options granted in 2000.

(1)  The dollar amounts under these columns are the result of calculations at
     the 5% and 10% rates set by the Securities and Exchange Commission ("SEC")
     and therefore are not intended to forecast possible future appreciation, if
     any, of the Company's stock price. The Company did not use an alternative
     formula for a grant date valuation, as the Company does not believe that
     any formula will determine with reasonable accuracy a present value based
     on future unknown or volatile factors.

(2) These options vest as to 1/120th of the shares per month after the date of
    grant, subject to acceleration based upon Company financial performance.

  Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values. The
following table sets forth, for each of the Named Executive Officers, the year-
end value of unexercised options.


<TABLE>
<CAPTION>
                                                                                                     Value (1) of Unexercised
                                                                    Number of Unexercised                  In-the Money
                                                                     Options at Year-End:              Options at Year-End:
                           Shares Acquired        Value        --------------------------------  --------------------------------
            Name           on Exercise (#)     Realized ($)    Exercisable(#)  Unexercisable(#)  Exercisable($)  Unexercisable($)
            ----           --------------      ------------    --------------  ----------------  --------------  ----------------
<S>                       <C>                  <C>                 <C>             <C>               <C>             <C>
Dr. James J. Truchard.....       --                --                --               --               --               --
Peter Zogas, Jr...........       --                --              60,677           57,048          $2,215,571      $1,287,966
Timothy R. Dehne..........     22,479            $645,206          38,113           56,833          $1,392,301      $1,281,658
Ruben Reynoso-Mangin......       --                --              19,052           36,098          $  564,473      $  812,688
Alexander M. Davern.......      3,514            $121,770          25,650          104,519          $  631,885      $1,091,286

</TABLE>

__________

(1) Based on a fair market value of $48.5625, which was the closing price of the
    Company's Common Stock on December 29, 2000, as reported on the NASDAQ Stock
    Market.

                                       10

<PAGE>
 
C
ompensation Committee Interlocks and Insider Participation

  In 2000, the Compensation Committee consisted of Directors William C. Nowlin,
Jr., Ben G. Streetman, L. Wayne Ashby, R. Gary Daniels and Charles J. Roesslein.
Dr. Truchard may participate in the deliberations of the Compensation Committee
with respect to the compensation of the Company's executive officers, changes in
the incentive plan and in other compensation matters.


Section 16(a) Beneficial Ownership Reporting Compliance

  Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors
and 10% stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it, the Company believes that, during the
fiscal year ended December 31, 2000, all Section 16(a) filing requirements
applicable to its officers, directors and 10% stockholders were satisfied.

P
erformance Graph

  The following line graph compares the cumulative total return to stockholders
of the Company's Common Stock from March 13, 1995 (the date of the Company's
initial public offering) to December 31, 2000 to the cumulative total return
over such period of (i) Nasdaq Composite Index and (ii) Russell 2000 Index. The
graph assumes that $100 was invested on March 13, 1995 in the Company's common
stock at its initial public offering price of $6.44 per share and in each of the
other two indices and the reinvestment of all dividends, if any.

  The information contained in the Performance Graph shall not be deemed to be
"soliciting material" or to be "filed" with the SEC, nor shall such information
be incorporated by reference into any future filing under the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), except to the extent that the Company
specifically incorporates it by reference into any such filing. The graph is
presented in accordance with SEC requirements. Stockholders are cautioned
against drawing any conclusions from the data contained therein, as past results
are not necessarily indicative of future performance.

                       [Performance Graph Appears Here]


<TABLE>
<S>                       <C>       <C>        <C>        <C>        <C>        <C>        <C>
---------------------------------------------------------------------------------------------------
                          3/13/95   12/29/95   12/31/96   12/31/97   12/31/98   12/31/99   12/29/00
---------------------------------------------------------------------------------------------------
National Instruments        100        140        221        300        353        594        753
---------------------------------------------------------------------------------------------------
Nasdaq                      100        132        161        199        270        507        308
---------------------------------------------------------------------------------------------------
Russell 2000                100        123        142        171        161        197        189
---------------------------------------------------------------------------------------------------
</TABLE>


                                       11

<PAGE>
 
Report of the Compensation Committee Regarding Executive Compensation

  The Compensation Committee, comprised of directors Nowlin, Streetman, Ashby,
Daniels and Roesslein, is responsible for recommending to the Board of Directors
the compensation programs and levels of pay for executive officers. The
Committee also advises management on pay programs and levels for other
employees. The Committee regularly retains an independent compensation
consulting firm to provide analyses of competitive industry pay levels and
practices, and to advise the Committee on appropriate pay levels for the
Company.

  Compensation Philosophy and Objectives. The Company's basic philosophy is to
align executive compensation with increases in stockholder value through growth
in sales and operating profits. Primarily, this is accomplished through the use
of stock options, which provide compensation in direct proportion to increases
in stockholder value, and profit sharing. In addition, the Company believes it
is important to emphasize teamwork, entrepreneurship and active participation by
all employees. This is accomplished through providing options to a majority of
full-time, exempt domestic employees and similarly situated international
employees, and through cash incentives, through which both executives and
employees receive cash bonuses based on company-wide financial goals. Finally,
it is the Company's philosophy that no special perquisites should be provided to
senior executives.

  Executive Compensation Programs. The Company's executive compensation programs
consist of three principal elements: base salary, cash bonus and stock options.
The Company emphasizes incentive compensation in the form of stock options and
bonuses, rather than base salary. The Compensation Committee has adopted a
guideline that executives should be paid competitive base salaries. The Board of
Directors sets the annual base salary for executives after consideration of the
recommendations of the Compensation Committee. Prior to making its
recommendations, the Compensation Committee reviews historical compensation
levels of the executives, evaluations of past performance, assessments of
expected future contributions of the executives, competitive pay levels and
programs provided by other comparable companies, and general industry pay
practices.  In making its determinations, the Committee does not utilize any
particular indices or formulae to arrive at each executive's recommended pay
level.

  For many years, the Company has maintained a cash bonus plan under which
executive officers participate. In recent years, this plan provided for a target
incentive to be paid based on achieving pre-determined levels of revenue growth
and profitability. For fiscal 2000, 1999 and 1998 these goals were 40% revenue
growth and 18% operating profit as a percent of revenue, the same goals as for
all other employees. At the end of each year, actual results for the Company are
compared to these targets and executive bonuses are based on actual Company
performance in relation to these factors. If there is no growth or no
profitability, no cash bonuses are payable to executive officers. Individual
performance is not considered in determining the bonus of individual for
officers for the cash bonus program. In 1999, the Company added a discretionary
cash bonus program for executive officers and employees which is paid based on
individual performance and achievement of the Company's minimum annual growth
goal.  For fiscal 2000, the minimum annual quarterly growth goal was 20% revenue
growth over the same period in the prior year.  As a result, executives and
employees are eligible for the discretionary company cash bonus on a quarterly
basis.  If the Company meets its minimum quarterly revenue growth goal for the
quarter, a percentage of payroll will be available for distribution to
executives and employees.  The program was adjusted as of the second quarter of
2000 to make 2% of payroll available as discretionary company cash bonus for
distribution to executives and employees.  In addition, the Vice President,
Sales is eligible for a separate company sales commission program. The growth
and profitability performance measures were approved by the Board of Directors.

Total compensation for executive officers also includes long-term incentives in
the form of stock options, which are generally provided through initial stock
option grants at the date of hire and periodic additional stock option grants.
Stock options are instrumental in promoting the alignment of long-term interests
between the Company's executive officers and stockholders due to the fact that
executives realize gains only if the stock price increases over the fair market
value at the date of grant and the executives exercise their options. In
determining the amount of such grants, the Committee evaluates the job level of
the executive, responsibilities of the executive, and competitive practices in
the industry. All options are granted at 100% of fair market value at the date
of grant. Options vest over a period of five years to ten years, subject to
acceleration based on Company performance (in case of special option grants to

                                       12

<PAGE>
 
executives); however, Mr. Ravel also has the right to twelve months of
accelerated vesting of his stock holdings if his employment is constructively
terminated or terminated without cause within three years of his hire date. The
long-term value realized by executives through option exercises can be directly
linked to the enhancement of stockholder value.

  Chief Executive Officer Compensation. While the Board was highly pleased with
Dr. Truchard's performance in 2000, at his request, the Chief Executive
Officer's base salary was not changed during the fiscal year and he received no
stock options. Based on the same formula applied to other executive officers,
Dr. Truchard's bonus for 2000 was $47,853 based on the Company's revenue growth
of 24.44% and its profit percentage of 18.63%. Dr. Truchard is the Company's
largest stockholder with an ownership of approximately 26% of the Company's
stock.

  Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
imposes a limit on tax deductions for annual compensation in excess of one
million dollars paid by a corporation to its chief executive officer and the
other four most highly compensated executive officers of a corporation.
Deductions are, however, permitted if certain conditions are met, including a
requirement that the plan under which such compensation is paid be reapproved by
stockholders every five years.  None of the compensation paid by the Company in
fiscal 2000 was subject to the limitation on deductibility.  The Compensation
Committee will continue to assess the impact of Section 162(m) of the Code on
its compensation practices and determine what further action, if any, is
appropriate.


                                      Respectfully Submitted,


                                      William C. Nowlin, Jr.
                                      Ben G. Streetman
                                      L. Wayne Ashby
                                      R. Gary Daniels
                                      Charles J. Roesslein

                                       13

<PAGE>
 
Notwithstanding anything to the contrary set forth in any of National
Instruments' previous or future filings under the Securities Act or the Exchange
Act that might incorporate this Proxy Statement or future filings with the SEC,
in whole or in part, the following report shall not be deemed to be incorporated
by reference into any such filing.

Report of the Audit Committee

The Audit Committee of National Instruments' Board of Directors is composed of
five independent directors and operates under a written charter adopted by the
Board of Directors which is attached hereto as Appendix A.  The Audit Committee
believes it has fulfilled its responsibilities under this charter during the
latest fiscal year.  The members of the Audit Committee are Donald M. Carlton,
Chairman, William C. Nowlin, Jr., Ben G. Streetman, R. Gary Daniels, and Charles
J. Roesslein.

Management is responsible for National Instruments' internal controls and the
financial reporting process.  National Instruments' independent accountants,
PricewaterhouseCoopers LLP, are responsible for performing an independent audit
of National Instruments' consolidated financial statements in accordance with
generally accepted auditing standards and to issue a report thereon.  The Audit
Committee's responsibility is to monitor and oversee these processes.

The Audit Committee has reviewed and discussed the audited financial statements
of National Instruments for the fiscal year ended December 31, 2000 with
National Instruments' management and PricewaterhouseCoopers.  The Audit
Committee also discussed with the PricewaterhouseCoopers the matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended.

The Audit Committee has also received the written disclosures from
PricewaterhouseCoopers required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee has
discussed the independence of PricewaterhouseCoopers with that firm.

Based upon the Audit Committee's discussion with management and
PricewaterhouseCoopers and the report of PricewaterhouseCoopers to the Audit
Committee, the Audit Committee recommended that the Board of Directors include
the audited consolidated financial statements in National Instruments' Annual
Report on Form 10-K for the year ended December 31, 2000, filed with the
Securities and Exchange Commission.

                                        AUDIT COMMITTEE


                                             Donald M. Carlton, Chairman
                                             William C. Nowlin, Jr.
                                             Ben G. Streetman
                                             R. Gary Daniels
                                             Charles J. Roesslein

                                       14

<PAGE>
 
  PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

  The Board of Directors, upon the recommendation of its Audit Committee, has
appointed, subject to approval by the Company's stockholders,
PricewaterhouseCoopers LLP, independent accountants to audit the books, records
and accounts of the Company for the current fiscal year ending December 31,
2001.  PricewaterhouseCoopers LLP has audited the Company's financial statements
since the fiscal year ended December 31, 1993.

Audit Fees

  The aggregate fees billed for professional services rendered for the audit of
the Company's annual financial statements for the fiscal year ended December 31,
2000, and for the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for that fiscal year, were approximately $212,000
dollars.

Financial Information Systems Design and Implementation Fees

  PricewaterhouseCoopers LLP did not render professional services relating to
financial information systems design and implementation for the fiscal year
ended December 31, 2000.

All Other Fees

  The aggregate fees billed by PricewaterhouseCoopers LLP for services rendered
to the Company, other than the services described above under "Audit Fees" for
the fiscal year ended December 31, 2000, were approximately $375,000.  The
majority of these fees relate to tax services.

  The affirmative vote of the holders of a majority of the Company's Common
Stock represented and voting at the meeting will be required to approve and
ratify the Board's selection of PricewaterhouseCoopers LLP.

  The Board of Directors recommends a vote "FOR" the approval and ratification
of PricewaterhouseCoopers LLP as the Company's independent auditors for 2001.
In the event of a negative vote on such ratification, the Board of Directors
will reconsider its selection.

  A representative of PricewaterhouseCoopers LLP is expected to be available at
the Annual Meeting to make a statement if such representative desires to do so
and to respond to appropriate questions.

                                 OTHER MATTERS
                                        
  The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.

                                      BY ORDER OF THE BOARD OF DIRECTORS


                                      /s/  DAVID G. HUGLEY  

                                      David G. Hugley
                                      Secretary

Austin, Texas
April 25, 2001

                                       15

<PAGE>
 
                                  APPENDIX A
                                        
                            Audit Committee Charter
                             National Instruments


                                    Policy

The Audit Committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
National Instruments (NI), and the quality and integrity of the financial
reports of NI.  In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditor, and the financial management of NI.

Membership Requirements

The Board shall elect from its members an Audit Committee of at least three
members.  The Board shall also appoint a Chairman of the Audit Committee.  The
Audit Committee members must meet the following requirements:


Independence:
-------------
  1.  Members must not be an employee of NI or any affiliate within the past
      three years.
  2.  Members must not be an immediate family member of an NI executive officer
      who currently serves in that role or did so in any of the past three
      years.
  3.  Member may not receive compensation in excess of $60,000 during the
      previous fiscal year, other than compensation for board service, benefits
      under a tax-qualified retirement plan, or nondiscretionary compensation.
  4.  Members must not be a partner, controlling shareholder, or executive
      officer of any for-profit business that receives payments from NI. This
      applies where the payments, other than solely from the investments in NI's
      securities, in any of the past three years exceeded the greater of 5% of
      either organization's consolidated gross revenues for the year or
      $200,000.
  5.  A member must not be an executive of another corporation that has on its
      compensation committee an NI executive.
  6.  One member exception is allowed for the above rules.

Qualifications:
---------------
  1.  Members must be able to read and understand fundamental financial
      statements, including a balance sheet, income statement, and cash flow
      statement.
  2.  One member is required to have extensive financial knowledge, including
      being or having been a chief executive, chief financial, or other senior
      officer with financial oversight responsibilities.

Responsibilities

It shall be the duty of the Audit Committee to:

  1.  Recommend to the Board of Directors the selection of independent public
      accountants for the ensuing year and to review and recommend discharge, it
      should be noted that the independent auditors ultimately are accountable
      to the Board and the Audit Committee;
  2.  Review and approve the scope of the independent public accountants' annual
      audit activity and the proposed fees therefore;

<PAGE>
 
  3.  Confirm with the independent auditors with a formal written statement
      delineating all relationships between the auditor and NI, the independent
      auditor is responsible for discussing with the audit committee any
      disclosed relationships or services that may impact auditor objectivity
      and independence;
  4.  Review and approve the extent of non-audit services provided annually by
      the independent public accountants or an affiliated consulting firm and
      the fees proposed therefore;
  5.  Review with NI's independent public accountants and management, the nature
      and adequacy of NI's accounting system and practices and its systems of
      internal controls;
  6.  Review with independent public accountants and management the adequacy of
      internal and external audit activities to provide reasonable assurance
      that material instances of fraud, illegality, errors, and irregularities
      are detected and appropriately corrected;
  7.  Review the internal audit charter and function of NI including the
      independence and authority of its reporting obligations, the proposed
      audit plans for the coming year, and the coordination of such plans with
      the independent auditors;
  8.  Review NI's certified financial statements with management and the
      independent public accountants including any changes in the audit plan or
      expansion of audit scope and any disputes and difficulties in the audit.
      Review the nature and extent of any significant changes in accounting
      principles or the application thereof, reserves established or adjustments
      reflected therein;
  9.  Review with the independent accountants and management quarterly review
      results;
 10.  Review with the independent public accountants their comments, both
      written and oral, to management regarding the annual examination and the
      adequacy of management's response;
 11.  Exercise general oversight of NI's financial reporting processes; maintain
      general familiarity with financial reporting practices and accounting
      standards and principles followed by NI; review with the independent
      public accounts and management significant developments in accounting and
      financial reporting standards and requirements and their impact upon NI.
      Inquire about any significant risks or exposures and assess the steps
      management has taken to minimize such risk to NI, including adequacy of
      insurance coverage, management of foreign currency risk, and other risks.
 12.  Maintain free and open communication with the independent public
      accountants and legal counsel; insure that the independent public
      accountants are instructed to communicate directly with the Committee
      regarding any matter which, in their judgment, has not been satisfactorily
      resolved with management; also independent auditors are to communicate all
      matters necessary as required by SAS 61, Communications with Audit
      Committees;
 13.  Review filings with the SEC and other published documents containing NI's
      financial statements and consider whether the information contained in
      these documents is consistent with the information contained in the
      financial statements;
 14.  Review with management and, as appropriate, the independent accountants
      the interim financial report before it is filed with the SEC or made
      public in a press release. Review NI's process for disclosure of financial
      data Review policies and procedures with respect to officers' expense
      accounts and perquisites, including their use of corporate assets, and
      consider the results of any review of these areas by the independent
      accountant;
 15.  Monitor compliance with NI's Business Ethics, Antitrust, and Conflicts of
      Interest Policies, and such other Company policies an may be appropriate;
      and review such reports as may be required under such policies or
      otherwise directed by the Board;
 16.  Review with NI's General Counsel, independent accountants, and management
      litigation and other legal matters and regulatory matters which may be
      material to NI's financial condition or operations;
 17.  Review with NI's Compliance Officer, or other appropriate management, the
      reports on compliance with regulatory matters including environmental,
      equal employment opportunity, and SEC regulations;
 18.  Hold such regulatory meeting each year as may be appropriate and such
      special meetings as may be called by the Chairman of the Committee, or at
      the request of the independent public accountants, NI's Chief Financial
      Officer or the General Counsel;
 19.  Review with management any differences of opinion with the independent
      public accountants over a significant accounting issue which has led
      management to seek a second opinion from another independent public
      accounting firm; and
 20.  Report through its Chairman to the Board of Directors following meetings
      of the Committee.

                                      A-2

<PAGE>
 
Audit Committee Disclosures:

The Audit Committee must include a report in the annual proxy statement, the
following:
  1.  The Committee reviewed and discussed the audited financial statements with
      management
  2.  The Committee discussed with the independent auditors the matters
      requiring discussion by SAS 61.
  3.  The Committee received written disclosures and letter from the auditors
      required by Independence Standards Board Standard No. 1, and discussed
      with the auditors their independence.
  4.  Based on the above, the Committee recommends to the full board that the
      audited financial statements be included in NI's Annual Report on Form
      10K.
The Audit Committee must disclose the following in the annual proxy:
  1.  Statement that NI has adopted an Audit Committee Charter and has fulfilled
      its responsibilities under this Charter during the latest year and include
      a copy of the Charter to the proxy statement at least every three years;
  2.  The Audit Committee's independence as defined above, if there is an
      exception the nature of the relationship making the individual not
      independent and the reasons for the Board's determination must be
      disclosed;

The Committee must provide written confirmation to the NASD/AMEX on audit
committee member qualifications and related board determinations, as well as the
review and re-evaluation of the audit committee charter.


In addition, the Audit Committee shall have and may exercise all the powers and
authority of the Board in connection with the performance of its duties and
responsibilities, including the authority to call upon Company officers and
employees for such assistance and support as it deems appropriate, to institute
special counsel or experts as it may require to properly discharge its
responsibilities.

The above prescribed responsibilities were authorized by Board resolutions dated
June 22, 1994, March 19, 1998, March 24, 1999 and March 21, 2001.

The Audit Committee shall have such additional authority and duties, as the
Board by resolution shall prescribe.

                                      A-3

<PAGE>
 

                                  DETACH HERE
--------------------------------------------------------------------------------


                                     PROXY

                       NATIONAL INSTRUMENTS CORPORATION
                      2001 ANNUAL MEETING OF STOCKHOLDERS
                                 MAY 30, 2001

          This Proxy is solicited on behalf of the Board of Directors

  The undersigned stockholder of NATIONAL INSTRUMENTS CORPORATION, a Delaware 
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of 
Stockholders, Proxy Statement, each dated April 25, 2001, and the 2000 Annual 
Report (Form 10-KA) to Stockholders and hereby appoints Dr. James J. Truchard 
and Jeffrey L. Kodosky, and each of them, proxies and attorneys-in-fact, with 
full power of substitution, on behalf and in the name of the undersigned, to 
represent the undersigned at the 2001 Annual Meeting of Stockholders of NATIONAL
INSTRUMENTS CORPORATION to be held on May 30, 2001 at 9:00 a.m. local time, at 
the Company's headquarters at 11500 North Mopac Expressway, Austin, Texas 78759,
and at any adjournments thereof, and to vote all shares of Common Stock which 
the undersigned would be entitled to vote if then and there personally present, 
on the matters set forth below.

  THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS 
INDICATED, WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS, "FOR" THE RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS, AND
AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.

-----------                                                          -----------
SEE REVERSE         CONTINUED AND TO BE SIGNED ON REVERSE SIDE       SEE REVERSE
   SIDE                                                                 SIDE
-----------                                                          -----------

<PAGE>
 

                                  DETACH HERE


[X]  Please mark 
     votes as in 
     this example



<TABLE> 
<S>                                          <C> 
1. Election of Directors                     2. Proposal to ratify the appointment       FOR     AGAINST     ABSTAIN
                                                of PricewaterhouseCoopers LLP            [ ]       [ ]         [ ]
   Nominees: (01) James J. Truchard             as the Company's Independent 
             (02) Charles J. Roesslein          public accountants for the Company
                                                for fiscal 2001.
                                              
     FOR    [ ]    [ ]  WITHHELD             3. Proposal to transact such other          
    BOTH                  FROM                  business, in their discretion, as        [ ]       [ ]         [ ]
  NOMINEES                BOTH                  may properly come before the meeting
                        NOMINEES                or any adjournments thereof.


[ ] _______________________________________
    For both nominees except as noted above

                                             MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT     [ ]
                                             
                                             MARK HERE IF YOU PLAN TO ATTEND THE MEETING       [ ] 

                                             Please sign exactly as your name(s) appear(s) hereon. All holders must
                                             sign. When signing in a fiduciary capacity, please indicate full title 
                                             as such. If a corporation or partnership, please sign in full corporate
                                             or partnership name by authorized person.
</TABLE>
 

Signature:_______________ Date:________ Signature:_______________ Date:________