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: LEE CHUNG SHING (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-28	Common Stock	M	40000	$11.56	Acquired	187048.71	Direct
2005-07-28	Common Stock	M	40000	$13.19	Acquired	227048.71	Direct
2005-07-28	Common Stock	S	80000	$31.55	Disposed	147048.71	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-28	NQ Stock Option (right to buy)	$11.56	M	40000	Disposed	2008-01-14	Common Stock (40000)	Direct
2005-07-28	NQ Stock Option (right to buy)	$13.19	M	40000	Disposed	2008-06-18	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	261.01	Indirect
Common Stock	10080.94	Indirect

Footnotes

F1: 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.

F2: 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.

F4: The option becomes exercisable in four equal annual installments beginning on June 18, 1999.

F3: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.