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 * GODWIN A TIMOTHY   2. Issuer Name and Ticker or Trading Symbol NETGEAR, INC [NTGR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NETGEAR, INC., 4500 GREAT AMERICA PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 06/03/2008 (Street) SANTA CLARA,, CA 95054 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               10,415 I Shares are held by the Maureen A. Godwin Family Trust Common Stock 06/03/2008   M   4,000 (5) A $ 0 10,000 D   Common Stock 06/03/2008   A   6,000 (7) A $ 0 16,000 D

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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

Director Stock Option (right to buy)

$ 18.97

(1)

05/18/2015

Common Stock

15,000

15,000

D

Director Stock Option (right to buy)

$ 14

(2)

07/30/2013

Common Stock

35,000

35,000

D

Director Stock Option (right to buy)

$ 12.75

05/18/2005

06/16/2014

Common Stock

15,000

15,000

D

Restricted Stock Units

(3)

06/03/2008

M

4,000

(6)

(4)

Common Stock

4,000

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GODWIN A TIMOTHY C/O NETGEAR, INC. 4500 GREAT AMERICA PARKWAY SANTA CLARA,, CA 95054	X

Signatures

/s/ A. Timothy Godwin		06/03/2008
**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)	100% of this option grant is exercisable on 05/18/2005, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing on the date of the Issuer's 2006 Annual Meeting of Stockholders, which was held on May 23, 2006.
(2)	This stock option was granted under the NETGEAR, Inc. 2000 Option Plan on July 30, 2003. Such option becomes exercisable at a rate of 1/3rd of the option on each anniversary of the grant date.
(3)	Converts to common stock on a one-for-one basis.
(4)	Not applicable.
(5)	Acquired pursuant to the vesting of restricted stock units which converts to common stock on a one-for-one basis.
(6)	Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units, which will occur on the date of the Issuer's 2008 Annual Meeting of Stockholders.
(7)	Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 100% of the restricted stock units will vest on the date of the Issuer's 2009 Annual Meeting of Stockholders.

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