TEXAS INSTRUMENTS INC — Director's Dealing 2004

Feb 6, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2003-12-31

Reporting Person: SANDERS WAYNE R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-02-10	Stock Units	$1	J	1.83	Acquired		Common Stock (1.83)	Direct
2003-05-19	Stock Units	$1	J	1.4	Acquired		Common Stock (1.4)	Direct
2003-08-18	Stock Units	$1	J	1.36	Acquired		Common Stock (1.36)	Direct
2003-11-17	Stock Units	$1	J	0.93	Acquired		Common Stock (0.93)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15200	Direct
Common Stock	400	Indirect

Footnotes

F1: Beneficial ownership by reporting person disclaimed.

F2: Security converts to common stock on a one-for-one basis.

F3: Transaction exempt under Rule 16a-11.

F4: Shares acquired through Issuer's broad-based Dividend Reinvestment Plan.

F5: Stock units credited under the Issuer's deferred compensation program for directors, to be settled in common stock of the Issuer following the reporting person's termination of service as a director of the Issuer.