TEXAS INSTRUMENTS INC — Director's Dealing 2004

May 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2004-05-21

Reporting Person: ADAMS JAMES R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-21	Stock Units	$1	A	181.79	Acquired		Common Stock (181.79)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	179396.17	Direct
Common Stock	453.23	Indirect
Common Stock	2961.44	Indirect
Common Stock	4800	Indirect
Common Stock	8000	Indirect

Footnotes

F1: Estimated shares attributable to TI Universal Profit Sharing account as of 12-31-03. (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 12-31-03 that are eligible for deferred reporting on Form 5.

F2: Estimated shares attributable to TI 401(k) Account as of 12-31-03. (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 this account occurring after 12-31-03 that are eligible for deferred reporting on Form 5.

F3: Beneficial ownership by reporting person disclaimed.

F4: Shares held in trust for the benefit of family members of which reporting person is trustee. Beneficial ownership by reporting person disclaimed.

F5: Security converts to common stock on a one-for-one basis.

F6: Stock units credited under the Texas Instruments 2003 Director Compensation Plan, to be settled in common stock of the Issuer following the reporting person's termination of service as a director of the Issuer. End-of-period holdings include stock units acquired pursuant to the dividend reinvestment provision of the Plan.