TEXAS INSTRUMENTS INC — Director's Dealing 2004

Jan 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2004-01-14

Reporting Person: ADAMS JAMES R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-14	NQ Stock Option (right to buy)	$32.39	A	15000	Acquired	2014-01-14	Common Stock (15000)	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.)

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.)

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