TEXAS INSTRUMENTS INC — Director's Dealing 2004

Apr 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2004-04-22

Reporting Person: DELFASSY GILLES (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-22	Common Stock	M	15000	$11.56	Acquired	268707.75	Direct
2004-04-22	Common Stock	M	15200	$13.19	Acquired	283907.75	Direct
2004-04-22	Common Stock	S	30200	$28	Disposed	253707.75	Direct
2004-04-23	Common Stock	M	4800	$13.19	Acquired	258507.75	Direct
2004-04-23	Common Stock	S	4800	$28.15	Disposed	253707.75	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-22	NQ Stock Option (right to buy)	$11.56	M	15000	Disposed	2008-01-14	Common Stock (15000)	Direct
2004-04-22	NQ Stock Option (right to buy)	$13.19	M	15200	Disposed	2008-06-18	Common Stock (15200)	Direct
2004-04-23	NQ Stock Option (right to buy)	$13.19	M	4800	Disposed	2008-06-18	Common Stock (4800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1707.62	Indirect

Footnotes

F1: Estimated shares attributable to the Texas Instruments France Company Savings Plan 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: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.

F3: The option becomes exercisable in four equal annual installments beginning on June 18, 1999.