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TEXAS INSTRUMENTS INC Director's Dealing 2005

Aug 1, 2005

29799_dirs_2005-08-01_80af7b92-8dcd-475d-a151-aa3f7746edd5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HAMES MICHAEL J (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-07-28 Common Stock M 160000 $8.47 Acquired 400630.33 Direct
2005-07-28 Common Stock M 120000 $11.56 Acquired 520630.33 Direct
2005-07-28 Common Stock S 22780 $31.7 Disposed 497850.33 Direct
2005-07-28 Common Stock S 12719 $31.75 Disposed 485131.33 Direct
2005-07-28 Common Stock S 2278 $31.76 Disposed 482853.33 Direct
2005-07-28 Common Stock S 11959 $31.78 Disposed 470894.33 Direct
2005-07-28 Common Stock S 23539 $31.79 Disposed 447355.33 Direct
2005-07-28 Common Stock S 120637 $31.8 Disposed 326718.33 Direct
2005-07-28 Common Stock S 18224 $31.81 Disposed 308494.33 Direct
2005-07-28 Common Stock S 12624 $31.82 Disposed 295870.33 Direct
2005-07-28 Common Stock S 24298 $31.83 Disposed 271572.33 Direct
2005-07-28 Common Stock S 19078 $31.84 Disposed 252494.33 Direct
2005-07-28 Common Stock S 11864 $31.85 Disposed 240630.33 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-07-28 NQ Stock Option (right to buy) $8.47 M 160000 Disposed 2007-01-15 Common Stock (160000) Direct
2005-07-28 NQ Stock Option (right to buy) $11.56 M 120000 Disposed 2008-01-14 Common Stock (120000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 992 Indirect
Common Stock 261.2 Indirect
Common Stock 6648.77 Indirect

Footnotes

F3: 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.)

F1: Beneficial ownership by reporting person disclaimed.

F4: The option becomes exercisable in four equal annual installments beginning on January 15, 1998.

F2: 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.

F5: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.