TEXAS INSTRUMENTS INC — Director's Dealing 2005

Aug 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2005-07-28

Reporting Person: LEVEN STEPHEN H (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-28	Common Stock	M	60000	$8.47	Acquired	139173.49	Direct
2005-07-28	Common Stock	S	60000	$31.55	Disposed	79173.49	Direct
2005-07-28	Common Stock	S	76524	$31.5525	Disposed	2649.49	Direct
2005-07-28	Common Stock	S	8000	$31.55	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-28	Contractual Stock Interest	$0	I	3985.6	Disposed		Common Stock (3985.6)	Direct
2005-07-28	Non-Qualified Stock Option [right to buy]	$8.47	M	60000	Disposed	2007-01-15	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2251	Indirect
Common Stock	17011.83	Indirect
Common Stock	17144.36	Indirect

Footnotes

F5: Estimated share interest attributable to TI Benefit Restoration and Deferred Compensation account. (Interests in this account are denominated in units. Consequently, share interest amount shown is an estimate.)

F1: Beneficial ownership by reporting person disclaimed.

F2: The reporting person has only a remainder interest in the trust, and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F6: The option becomes exercisable in four equal annual installments beginning on January 15, 1998.

F3: Estimated shares attributable to TI 401(k) Account as of 12-31-04. (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 this account occurring after 12-31-04 that are eligible for deferred reporting on Form 5.

F4: Estimated shares attributable to TI Universal Profit Sharing account as of 12-31-04. (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 12-31-04 that are eligible for deferred reporting on Form 5.