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CUSIP No. 636518 10 2 Page 1 of _5_ Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ONE )*
NATIONAL INSTRUMENTS CORPORATION
- - --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- - --------------------------------------------------------------------------------
(Title of Class of Securities)
636518 10 2
- - --------------------------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing of this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page. The information required
in the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
SEC 1745 (2-95)
Page 1 of _5_ Pages
0280544.01
CUSIP No. 636518 10 2 Page 2 of _5_ Pages
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CUSIP No. 636518 10 2 13G Page 2 of _5_ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES J. TRUCHARD
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF 6,050,716
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
6,050,716
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,050,716
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No. 636518 10 2 Page 3 of _5_ Pages
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Item 1.
(a) Name of Issuer NATIONAL INSTRUMENTS CORPORATION
(b) Address of Issuer's Principal Executive Offices
6504 Bridge Point Parkway, Austin, TX 78730-5039
Item 2.
(a) Name of Person Filing JAMES J. TRUCHARD
(b) Address of Principal Business Office or, if none, Residence
6504 Bridge Point Parkway, Austin, TX 78730-5039
(c) Citizenship
USA
(d) Title of Class of Securities
COMMON STOCK
(e) CUSIP Number
636518 10 2
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person is a:
(a) |_| Broker or Dealer registered under Section 15 of the Ac
(b) |_| Bank as defined in section 3(a)(6) of the Act
(c) |_| Insurance Company as defined in section 3(a)(19) of the Act
(d) |_| Investment Company registered under section 8 of the Investment
Company Act
(e) |_| Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund, see ss.240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned 6,050,716*
(b) Percent of Class 28.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 6,050,716*
(ii) shared power to vote or to direct the vote Not Applicable
(iii) sole power to dispose or direct the disposition of 6,050,716*
(iv) shared power to dispose or direct the disposition of Not Applicable
*Includes 540,000 shares held in trust for the benefit of Dr. Truchard for
which he is trustee.
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CUSIP No. 636518 10 2 Page 4 of _5_ Pages
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more that five percent of the class of securities, check the
following |_|.
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
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CUSIP No. 636518 10 2 Page 5 of _5_ Pages
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Item 10.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date Feb. 13, 1997
/s/ JAMES J. TRUCHARD
Signature
James J. Truchard/President
Name/Title
0280544.01