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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                  FORM 10-K/A
                                Amendment No. 2
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
   OF 1934

  For the fiscal year ended: December 31, 2000

                                       OR

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
   ACT OF 1934

  For the transition period from              to

                         Commission File Number 0-25426

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                        NATIONAL INSTRUMENTS CORPORATION
             (Exact name of registrant as specified in its charter)


                                         
                 Delaware                                   74-1871327
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                  Identification Number)
       11500 North Mopac Expressway
               Austin, Texas                                   78759
 (address of principal executive offices)                   (zip code)


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

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          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.01 par value
                                (Title of Class)

                               ----------------

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

   The aggregate market value of voting stock held by non-affiliates of the
registrant at the close of business on February 2, 2001, was $1,483,331,318
based upon the last sales price reported for such date on the NASDAQ National
Market System. For purposes of this disclosure, shares of Common Stock held by
persons who hold more than 5% of the outstanding shares of Common Stock and
shares held by officers and directors of the registrant as of December 31, 2000
have been excluded in that such persons may be deemed to be affiliates. This
determination is not necessarily conclusive.

   At the close of business on February 2, 2001, registrant had outstanding
50,690,054 shares of Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Part I and Part III incorporate certain information by reference from the
definitive proxy statement for the Annual Meeting of Stockholders to be held on
May 30, 2001 (the "Proxy Statement").

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PORTIONS AMENDED

   The Registrant hereby amends the facing page of the Registrant's Report on
Form 10-K for the fiscal year ended December 31, 2000 to reflect the new date
of the Registrant's Annual Meeting of Stockholders which will be held May 30,
2001.


                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 on
Form 10-K/A to be signed on its behalf by the undersigned thereunto duly
authorized.

                                          NATIONAL INSTRUMENTS CORPORATION
                                           Registrant

                                                /s/ Alexander M. Davern
                                          By: _________________________________
                                                    Alexander M. Davern
                                                Chief Financial Officer and
                                                          Treasurer

   Date: April 4, 2001

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