TEXAS INSTRUMENTS INC — Director's Dealing 2003

Oct 28, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2003-10-27

Reporting Person: SCHAAR RICHARD J (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-27	Common Stock	M	28000	$8.47	Acquired	37756.21	Direct
2003-10-27	Common Stock	M	6000	$11.56	Acquired	43756.21	Direct
2003-10-27	Common Stock	S	34000	$27.91	Disposed	9756.21	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-27	NQ Stock Option (right to buy)	$8.47	M	28000	Disposed	2007-01-15	Common Stock (28000)	Direct
2003-10-27	NQ Stock Option (right to buy)	$11.56	M	6000	Disposed	2008-01-14	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6560.77	Indirect
Common Stock	37.11	Indirect

Footnotes

F1: Estimated shares attributable to TI Universal Profit Sharing account as of 12-31-02. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.) This statement does not include changes in beneficial ownership of shares held in such account occurring after 12-31-02 that are eligible for deferred reporting on Form 5.

F2: Estimated shares attributable to TI Employee Cash or Deferred Compensation Account as of 12-31-02. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.) This statement does not include changes in beneficial ownership of shares held in such account occurring after 12-31-02 that are eligible for deferred reporting on Form 5.

F3: The option becomes exercisable in four equal annual installments beginning on January 15, 1998.

F4: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.