CUSIP No. 636518-10-2 Page 1 of _6_ 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 _6_ Pages
0280544.01
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CUSIP No. 636518-10-2 Page 2 of _6_ Pages
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CUSIP No. 636518 10 2 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L. WAYNE ASHBY
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 1,681,200
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
1,681,200
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,681,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT
0280544.01
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CUSIP No. 636518-10-2 Page 3 of _6_ 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, Texas 78730-5039
Item 2.
(a) Name of Person Filing L. WAYNE ASHBY
(b) Address of Principal Business Office or, if none, Residence
6005 Bon Terra, Austin, Texas 78730
(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 Act
(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 1,681,200*
(b) Percent of Class 7.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,681,200*
(ii) shared power to vote or to direct the vote not applicable
(iii) sole power to dispose or direct the disposition of 1,681,200*
(iv) shared power to dispose or direct the disposition of not applicable
* Includes 174,850 shares held in trusts for the benefit of Mr. Ashby and
his wife.
0280544.01
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CUSIP No. 636518-10-2 Page 4 of _6_ 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
* Includes 174,850 shares held in trusts for the benefit of Mr. Ashby and
his wife.
0280544.01
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CUSIP No. 636518-10-2 Page 5 of _6_ 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 February 13, 1997
/s/ L. WAYNE ASHBY
Signed by Attorney-in-Fact
L. Wayne Ashby/Director
Name/Title
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0280544.01
CUSIP No. 636518-10-2 Page 6 of _6_ Pages
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Limited Power of Attorney - Securities Law Compliance
The undersigned, as an officer or director of National Instruments
Corporation (the Corporation), hereby constitutes and appoints Joel Rollins,
David Hugley and Alexandra Gustafsson, and each of them, the undersigneds true
and lawful attorney-in-fact and agent to complete and execute such Forms 144,
Forms 3, 4 and 5 and other forms as such attorney shall in his or her discretion
determine to be required or advisable pursuant to Rule 144 promulgated under the
Securities Act of 1933 (as amended), Section 16 of the Securities Exchange Act
of 1934 (as amended), and the rules and regulations promulgated thereunder, or
any successor laws and regulations, as a consequence of the undersigneds
ownership, acquisition or disposition of securities of the Corporation, and to
do all acts necessary in order to file such forms with the Securities and
Exchange Commission, any securities exchange or national association, the
Corporation and such other person or agency as the attorney shall deem
appropriate. The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof. This
Limited Power of Attorney is executed in Austin, Texas, as of the date set forth
below.
_/s/ L. WAYNE ASHBY _____
Signed by Attorney-in-Fact
L. WAYNE ASHBY____________
Type or Print Name
Date:____March 6, 1995_________
Witness:
/s/ TERRY STARNES________________
Signature
TERRY STARNES__________________
Type or Print Name
Date: ___March 6, 1995______________
