TEXAS INSTRUMENTS INC — Director's Dealing 2004

Apr 26, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2004-04-15

Reporting Person: RITCHIE KEVIN J (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95859.9	Direct
Common Stock	4854.7	Indirect
Common Stock	2735.56	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Contractual Stock Interest	$0		Common Stock (2671.73)		Direct
NQ Stock Option (right to buy)	$8.47	2007-01-15	Common Stock (20000)		Direct
NQ Stock Option (right to buy)	$11.56	2008-01-14	Common Stock (30000)		Direct
NQ Stock Option (right to buy)	$13.19	2008-06-18	Common Stock (60000)		Direct
NQ Stock Option (right to buy)	$16.11	2013-01-15	Common Stock (175000)		Direct
NQ Stock Option (right to buy)	$16.25	2013-02-20	Common Stock (90000)		Direct
NQ Stock Option (right to buy)	$24.9	2009-01-20	Common Stock (60000)		Direct
NQ Stock Option (right to buy)	$26.5	2012-01-16	Common Stock (125000)		Direct
NQ Stock Option (right to buy)	$29.19	2012-02-21	Common Stock (100)		Direct
NQ Stock Option (right to buy)	$31.3	2011-11-29	Common Stock (40000)		Direct
NQ Stock Option (right to buy)	$32.39	2014-01-14	Common Stock (150000)		Direct
NQ Stock Option (right to buy)	$50.38	2011-01-17	Common Stock (50000)		Direct
NQ Stock Option (right to buy)	$55.22	2010-01-19	Common Stock (50000)		Direct

Footnotes

F1: Includes 90,000 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 4/15/2004 (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

F3: Estimated shares attributable to TI Employee Cash or Deferred Compensation Account as of 4/15/2004. (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 4/15/2004. (Interests in this account are denominated in units. Consequently, share interest amount 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 January 15, 1998.

F6: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.

F7: The option becomes exercisable in four equal annual installments beginning on June 18, 1999.

F8: The option becomes exercisable in four equal annual installments beginning on January 15, 2004.

F9: The option become exercisable in three installments with fifty percent becoming exercisable on the second anniversary date of the grant and an additional twenty-five percent becoming exercisable on the third and fourth anniversary dates.

F10: The option becomes exercisable in four equal annual installments beginning on January 20, 2000.

F11: The option becomes exercisable in four equal annual installments beginning on January 16, 2003.

F12: The option becomes 100% exercisable on the first anniversary of the option date.

F13: The option becomes exercisable in four equal annual installments beginning on November 29, 2002.

F14: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.

F15: The option becomes exercisable in four equal annual installments beginning on January 17, 2002.

F16: The option becomes exercisable in four equal annual installments beginning on January 19, 2001.