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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 	 	 	
Date of Report (Date of Earliest Event Reported):	 	August 31, 2006	

Network Appliance Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 	 	 	
Delaware	0-27130	77-0307520	
_____________________
(State or other jurisdiction	_____________
(Commission	______________
(I.R.S. Employer	
of incorporation)	File Number)	Identification No.)	
  	 	 	
495 East Java Drive, Sunnyvale, California	 	94089	
_________________________________
(Address of principal executive offices)	 	___________
(Zip Code)	
 	 	 	
Registrant’s telephone number, including area code:	 	(408) 822-6000	
Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a) Departure of Director

Dr. Sachio Semmoto's completed his official term of service as a Director of Network Appliance Inc. on August 31, 2006. Mr Semmoto is not running for re-election. Mr. Semmoto has served on the Board of Directors since December 1999. The Company is grateful to Mr. Semmoto for his years of service and dedication to the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 31, 2006, the Board amended the Company’s bylaws to decrease the number of authorized directors on the Board from eleven (11) to ten (10).

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.
3.2 Certificate of Amendment to Bylaws of the Company.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 	 	 	 	 	
 	 	Network Appliance Inc.	
  	 	 	 	 	
August 31, 2006	 	By:	 	Steven J. Gomo

	
 	 	 	 	Name: Steven J. Gomo	
 	 	 	 	Title: Executive Vice President of Finance, Chief Financial Officer	

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Exhibit Index
 	 	 	
Exhibit No.	 	Description	

	 	

	
3.2	 	Certificate of Amendment to the Bylaws of the Company	

Exhibit 3.2

CERTIFICATE OF AMENDMENT
TO THE BYLAWS OF
NETWORK APPLIANCE, INC.

The undersigned, Andrew Kryder, hereby certifies that he is the duly appointed, qualified, and acting Senior Vice President, Tax and General Counsel and Corporate Secretary of Network Appliance, Inc., a Delaware corporation (the “Company”), and that on August 31, 2006 pursuant to Article III, Section 1 of the Bylaws of the Company the Board of Directors of the Company amended such Bylaws as set forth below:

I. Decrease in the Number of Directors

WHEREAS: The Board deems it advisable and in the best interests of the Company and its stockholders to decrease the number of authorized directors on the Board from eleven (11) to ten (10); and

WHEREAS: Article III, Section 1 of the Bylaws of the Company states, in relevant part:

“The number of directors of this corporation that shall constitute the whole Board shall be determined by resolution of the Board of Directors; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director.”

NOW, THEREFORE, BE IT RESOLVED: That the number of authorized directors on the Board be, and hereby is, decreased from eleven (11) to ten (10).

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 31st day of August, 2006.

/s/ Andrew Kryder                                          
Andrew Kryder
Senior Vice President of Tax and General Counsel
and Corporate Secretary of Network Appliance, Inc.