FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * RAZDAN ASH   2. Issuer Name and Ticker or Trading Symbol NATIONAL INSTRUMENTS CORP /DE/ [NATI] 5. 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 (Last) (First) (Middle) 11500 MOPAC EXPWY. BLDG C 3. Date of Earliest Transaction (Month/Day/Year) 06/18/2007 (Street) AUSTIN, TX 78759 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/18/2007   M   1,632 (1) A $ 21.0417 67,132 D   Common Stock 06/18/2007   M   1,368 (1) A $ 20.12 68,500 D   Common Stock 06/18/2007   S   3,000 (2) D $ 34 65,500 D   Common Stock 06/18/2007   S   2,000 (2) D $ 32.59 63,500 D   Common Stock 06/18/2007   S   3,000 (2) D $ 33 60,500 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 21.0417

06/18/2007

M

1,632 (1)

(3)

03/21/2011

Common Stock

14,000

$ 0

12,368

D

Employee Stock Option (right to buy)

$ 20.12

06/18/2007

M

1,368 (1)

(4)

04/16/2013

Common Stock

1,500

$ 0

132

D

Reporting Owners

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

Signatures

David G. Hugley as attorney-in-fact for Ash Razdan		06/20/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Shares were exercised under Reporting Person's 10(b)5-1 Plan.
(2)	Shares were sold under Reporting Person's 10(b)5-1 Plan.
(3)	Options vest and become exercisable based on time and performance milestones set by the Issuer.
(4)	Options vest and become exercisable ratably over a 60-month period from the date of the grant.

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