TEXAS INSTRUMENTS INC — Director's Dealing 2003

Oct 6, 2003

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2003-10-01

Reporting Person: MARCH KEVIN P (Sr. Vice President & CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33185	Direct
Common Stock	1741.89	Indirect
Common Stock	36.98	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Contractual Stock Interest	$0		Common Stock (40.6)		Direct
NQ Stock Option (right to buy)	$13.25	2008-09-17	Common Stock (1000)		Direct
NQ Stock Option (right to buy)	$16.11	2013-01-15	Common Stock (60000)		Direct
NQ Stock Option (right to buy)	$16.25	2013-02-20	Common Stock (60000)		Direct
NQ Stock Option (right to buy)	$24.9	2009-01-20	Common Stock (15000)		Direct
NQ Stock Option (right to buy)	$26.5	2012-01-16	Common Stock (30000)		Direct
NQ Stock Option (right to buy)	$29.19	2012-02-21	Common Stock (100)		Direct
NQ Stock Option (right to buy)	$35.13	2011-07-31	Common Stock (12700)		Direct
NQ Stock Option (right to buy)	$50.38	2011-01-17	Common Stock (20000)		Direct
NQ Stock Option (right to buy)	$55.22	2010-01-19	Common Stock (24000)		Direct

Footnotes

F1: Includes 30,000 shares subject to terms of restricted stock units awarded under Texas Instruments 2000 Long-Term Incentive Plan.

F2: Estimated shares attributable to TI Universal Profit Sharing account as of 10/1/2003. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

F3: Estimated shares attributable to TI 401(k) account as of 10/1/2003. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

F4: Estimated share interest attributable to TI Benefit Restoration and Deferred Compensation account as of 10/1/2003. (Interests in this account are denominated in units. Consequently, share interest shown is an estimate.) Share interest to be settled in cash upon the reporting person's termination of service from Issuer.

F5: The option becomes exercisable in four equal annual installments beginning on September 17, 1999.

F6: The option becomes exercisable in four equal annual installments beginning on January 15, 2004.

F7: The option becomes exercisable in three installments: 50% on the second anniversary of the option date, 25% on the third anniversary of the option date, and 25% on the fourth anniversary of the option date.

F8: The option becomes exercisable in four equal annual installments beginning on January 20, 2000.

F9: The option becomes exercisable in four equal annual installments beginning on January 16, 2003.

F10: The option became 100% exercisable on February 21, 2003.

F11: The option becomes exercisable in four equal annual installments beginning on July 31, 2002.

F12: The option becomes exercisable in four equal annual installments beginning on January 17, 2002.

F13: The option becomes exercisable in four equal annual installments beginning on January 19, 2001.