TEXAS INSTRUMENTS INC — Director's Dealing 2004

Feb 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2004-02-09

Reporting Person: HAMES MICHAEL J (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-09	Common Stock	M	50000	$5.74	Acquired	240630.33	Direct
2004-02-09	Common Stock	S	37800	$31.5	Disposed	202830.33	Direct
2004-02-09	Common Stock	S	12200	$31.52	Disposed	190630.33	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	NQ Stock Option (right to buy)	$5.74	M	50000	Disposed	2006-01-17	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	992	Indirect
Common Stock	6611.65	Indirect
Common Stock	259.67	Indirect

Footnotes

F1: Beneficial ownership by reporting person disclaimed.

F2: 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.

F3: Estimated shares attributable to TI Employee Cash or Deferred Compensation 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.

F4: Exercisable in the 2nd through 8th years of option term in percentage installments, cumulatively, upon attainment of specified earnings per share, and thereafter exercisable in full without regard to earnings per share.