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: ENGIBOUS THOMAS J (Director, Chairman, President and CEO)

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	300000	Acquired	2014-01-14	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120939.1	Direct
Common Stock	17597.55	Indirect
Common Stock	259.09	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 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.)

F3: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.