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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. Six)*

                        NATIONAL INSTRUMENTS CORPORATION
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    636518 10
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2000
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[X] Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on 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).




CUSIP No.   636518   10
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     1. Names of Reporting Persons. I.R.S.  Identification Nos. of above persons
        (entities only).
        JEFFREY L. KODOSKY
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     2. Check the Appropriate Box if a Member of a Group (See Instructions)
        (a)
        (b)
--------------------------------------------------------------------------------
     3. SEC Use Only
--------------------------------------------------------------------------------
     4. Citizenship or Place of Organization UNITED STATES OF AMERICA
--------------------------------------------------------------------------------
Number of Shares   5. Sole Voting Power            2,733,958
Beneficially      --------------------------------------------------------------
Owned by Each      6. Shared Voting Power          429,600
Reporting Person  --------------------------------------------------------------
With               7. Sole Dispositive Power       2,733,958
                  --------------------------------------------------------------
                   8. Shared Dispositive Power     429,600
                  --------------------------------------------------------------
     9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,163,558
--------------------------------------------------------------------------------
     10. Check if the Aggregate  Amount in Row (11) Excludes Certain Shares (See
         Instructions)
--------------------------------------------------------------------------------
     11. Percent of Class Represented by Amount in Row (11) 6.3%
--------------------------------------------------------------------------------
     12. Type of Reporting Person (See Instructions)
         IN
--------------------------------------------------------------------------------





                          INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

(1)   Names and I.R.S.  Identification  Numbers of Reporting  Persons -- Furnish
      the full  legal name of each  person  for whom the report is  filed--i.e.,
      each person required to sign the schedule itself--including each member of
      a group.  Do not include the name of a person required to be identified in
      the report but who is not a reporting  person.  Reporting persons that are
      entities  are  also  requested  to  furnish  their  I.R.S.  identification
      numbers,  although disclosure of such numbers is voluntary,  not mandatory
      (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).

(2)   If any of the shares  beneficially owned by a reporting person are held as
      a member of a group and that  membership  is  expressly  affirmed,  please
      check row 2(a). If the reporting person disclaims membership in a group or
      describes  a  relationship  with  other  persons  but does not  affirm the
      existence  of a group,  please check row 2(b) [unless it is a joint filing
      pursuant to Rule 13d1(k)(1) in which case it may not be necessary to check
      row 2(b)].

(3)   The third row is for SEC internal use; please leave blank.

(4)   Citizenship  or Place of  Organization--Furnish  citizenship  if the named
      reporting  person  is  a  natural  person.  Otherwise,  furnish  place  of
      organization.

(5)-(9),Aggregate Amount Beneficially Owned by Each Reporting Person, Etc.--Rows
(11)  (5)  through (9) inclusive,  and  (11) are  to be  completed in accordance
      with the provisions of Item 4 of Schedule 13G. All  percentages  are to be
      rounded off to the nearest tenth (one place after decimal point).

(10)  Check if the aggregate  amount reported as  beneficially  owned in row (9)
      does not include  shares as to which  beneficial  ownership is  disclaimed
      pursuant to Rule 13d-4 [17 CFR 240.13d-4]  under the  Securities  Exchange
      Act of 1934.

(12)  Type  of  Reporting   Person--Please   classify  each  "reporting  person"
      according  to the  following  breakdown  (see Item 3 of Schedule  13G) and
      place the appropriate symbol on the form:

                                 Category                             Symbol

      Broker Dealer                                                      BD
      Bank                                                               BK
      Insurance Company                                                  IC
      Investment Company                                                 IV
      Investment Adviser                                                 IA
      Employee Benefit Plan, Pension Fund, or Endowment Fund             EP
      Parent Holding Company/Control Person                              HC
      Savings Association                                                SA
      Church Plan                                                        CP
      Corporation                                                        CO
      Partnership                                                        PN
      Individual                                                         IN
      Other                                                              OO

Notes: Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.

     Filing persons may, in order to avoid unnecessary duplication, answer items
     on  the  schedules  (Schedule  13D,  13G  or  14D1)  by  appropriate  cross
     references to an item or items on the cover page(s). This approach may only
     be used  where the  cover  page item or items  provide  all the  disclosure
     required by the schedule  item.  Moreover,  such a use of a cover page item
     will result in the item  becoming a part of the  schedule  and  accordingly
     being  considered  as "filed" for purposes of Section 18 of the  Securities
     Exchange Act or otherwise subject to the liabilities of that section of the
     Act.

     Reporting  persons may comply with their cover page filing  requirements by
     filing  either  completed  copies of the  blank  forms  available  from the
     Commission,  printed or typed facsimiles,  or computer printed  facsimiles,
     provided the documents filed have identical formats to the forms prescribed
     in the Commission's  regulations and meet existing  Securities Exchange Act
     rules as to such matters as clarity and size (Securities  Exchange Act Rule
     12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

Under Sections 13(d),  13(g), and 23 of the Securities  Exchange Act of 1934 and
the rules and  regulations  thereunder,  the Commission is authorized to solicit
the  information  required to be supplied by this  schedule by certain  security
holders of certain issuers.

Disclosure of the  information  specified in this schedule is mandatory,  except
for  I.R.S.  identification  numbers,  disclosure  of  which is  voluntary.  The
information  will be used for the primary  purpose of determining and disclosing
the holdings of certain  beneficial  owners of certain equity  securities.  This
statement will be made a matter of public  record.  Therefore,  any  information
given will be available for inspection by any member of the public.

Because of the public nature of the information, the Commission can use it for a
variety of purposes,  including  referral to other  governmental  authorities or
securities  self-regulatory  organizations  for  investigatory  purposes  or  in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished,  will assist the  Commission  in  identifying  security  holders and,
therefore,   in  promptly  processing  statements  of  beneficial  ownership  of
securities.

Failure to disclose  the  information  requested  by this  schedule,  except for
I.R.S.  identification  numbers,  may result in civil or criminal action against
the persons  involved  for  violation of the Federal  securities  laws and rules
promulgated thereunder.

                              GENERAL INSTRUCTIONS

A.    Statements  filed  pursuant to Rule 13d-1(b)  containing  the  information
      required  by this  schedule  shall be filed not  later  than  February  14
      following  the calendar  year covered by the  statement or within the time
      specified in Rules  13d-1(b)(2) and 13d2(c).  Statements filed pursuant to
      Rule 13d-1(c) shall be filed within the time specified in Rules  13d-1(c),
      13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be
      filed not later than  February 14 following  the calendar  year covered by
      the statement pursuant to Rules 13d-1(d) and 13d-2(b).

B.    Information  contained  in a form which is  required  to be filed by rules
      under section 13(f) (15 U.S.C.  78m(f)) for the same calendar year as that
      covered by a statement on this schedule may be  incorporated  by reference
      in response to any of the items of this schedule.  If such  information is
      incorporated  by reference in this schedule,  copies of the relevant pages
      of such form shall be filed as an exhibit to this schedule.

C.    The item  numbers and captions of the items shall be included but the text
      of the  items is to be  omitted.  The  answers  to the  items  shall be so
      prepared  as to  indicate  clearly  the  coverage  of  the  items  without
      referring  to the text of the  items.  Answer  every  item.  If an item is
      inapplicable or the answer is in the negative, so state.

Item 1.

     (a)  National Instruments Corporation
     (b)  11500 North Mopac Expressway, Building B
          Austin, TX  78759

Item 2.

     (a)  Jeffrey L. Kodosky
     (c)  11500 North Mopac Expressway, Building B
          Austin, TX  78759
     (c)  U.S.A.
     (d)  Common Stock
     (e)  N/A

Item 3.   If  this  statement  is  filed  pursuant  to   ss.ss.240.13d-1(b)   or
          240.13d-2(b) or (c), check whether the person filing is a:

     (a)  Broker or dealer registered under section 15 of the Act
          (15 U.S.C. 78o).
     (b)  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     (c)  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
          78c).
     (d)  Investment  company  registered  under  section  8  of  the Investment
          Company Act of 1940 (15 U.S.C. 80a-8).
     (e)  An investment advisor in accordance with ss.240.13d-1(b)(1)(ii)(E);
     (f)  An  employee  benefit  plan  or  endowment  fund  in  accordance  with
          ss.240.13d-1(b)(1)(ii)(F);
     (g)  A  parent  holding  company  or  control  person  in accordance   with
          ss.240.13d-1(b)(1)(ii)(G);
     (h)  A  savings  associations  as  defined  in  Section 3(b) of the Federal
          Deposit Insurance Act (12 U.S.C. 1813);
     (i)  A  church  plan that is excluded from the  definition of an investment
          company  under section  3(c)(14) of the Investment Company Act of 1940
          (15 U.S.C. 80a-3);
     (j)  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Item 4.   Ownership

Provide the following  information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

     (a)   Amount beneficially owed: 3,163,558*
     (b)   Percent of class:  6.3%
     (c)   Number of shares as to which the person has:

           (i)  Sole power to vote or to direct the vote 2,733,958*
          (ii)  Shared power to vote or to direct the vote 429,600
         (iii)  Sole power to dispose or to direct the disposition of 2,733,958*
          (iv)  Shared power to dispose or to direct the disposition of 429,600

* Includes  1,100,458 Shares held in trusts,  but excludes 1,658,500 Shares held
by reporting person's spouse.

Instruction.  For computations  regarding  securities which represent a right to
acquire an underlying security see ss.240.13d3(d)(1).

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 than five
percent of the class of securities, check the following .

Instruction: Dissolution of a group requires a response to this item.

Item 6.   Ownership of More than Five Percent on Behalf of Another Person

If any other person is known to have the right to receive or the power to direct
the  receipt  of  dividends  from,  or the  proceeds  from  the  sale  of,  such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

Item 7.   Identification and Classification of the Subsidiary Which Acquired the
          Security Being Reported on By the Parent Holding Company

If  a  parent  holding  company  has  filed  this  schedule,  pursuant  to  Rule
13d-1(b)(ii)(G),  so indicate under Item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification of the relevant  subsidiary.  If a parent
holding  company  has filed this  schedule  pursuant  to Rule  13d-1(c)  or Rule
13d-1(d),   attach  an  exhibit  stating  the  identification  of  the  relevant
subsidiary.

Item 8.   Identification and Classification of Members of the Group

If a group has filed this  schedule  pursuant to  ss.240.13d-1(b)(1)(ii)(J),  so
indicate  under Item 3(j) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to  ss.240.13d-1(c) or  ss.240.13d-1(d),  attach an exhibit stating the
identity of each member of the group.

Item 9.   Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit stating the date
of the  dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.

Item 10.  Certification

     (a)  The  following  certification  shall  be included  if the statement is
          filed pursuant to ss.240.13d-1(b):

          By  signing  below I certify  that,  to  the best of my knowledge  and
          belief, the  securities  referred to above  were acquired and are held
          in the ordinary course  of business and were  not acquired and are not
          held  for  the   purpose  of  or  with  the   effect  of  changing  or
          influencing  the control of the  issuer of the securities and were not
          acquired  and are not held  in connection  with or as a participant in
          any transaction having that purpose or effect.

    (b)   The  following  certification  shall  be  included if the statement is
          filed pursuant to ss.240.13d-1(c):

          By  signing  below I certify  that,  to the best  of my knowledge  and
          belief,  the  securities  referred to  above were not acquired and are
          not held  for  the  purpose  of  or with the  effect  of  changing  or
          influencing  the control of the  issuer of the securities and were not
          acquired  and  are not held in connection  with or as a participant in
          any transaction having that purpose 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.

                                                      February 12, 2001
--------------------------------------------------------------------------------
                                                             Date


                                                 /s/ JEFFREY L. KODOSKY
                                                 Jeffrey L. Kodosky, Director
--------------------------------------------------------------------------------
                                                          Name/Title

The  original  statement  shall be signed by each  person  on whose  behalf  the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement;  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies  of the  schedule,  including  all exhibits.  See ss.240.13d-7  for other
parties for whom copies are to be sent.

Attention:  Intentional  misstatements or  omissions of  fact constitute Federal
            criminal violations (See 18 U.S.C. 1001)