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: TEMPLETON RICHARD K (Director, Executive Vice President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-14	Common Stock	A	100000	—	Acquired	221383.54	Direct

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	700000	Acquired	2014-01-14	Common Stock (700000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26752	Indirect
Common Stock	10688.41	Indirect
Common Stock	259.49	Indirect

Footnotes

F1: Award of restricted stock units pursuant to 2000 Long Term Incentive Plan.

F2: Beneficial ownership by reporting person disclaimed.

F3: 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.)

F4: 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.)

F5: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.