TEXAS INSTRUMENTS INC — Director's Dealing 2005

Feb 22, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2005-02-15

Reporting Person: VanScoter John C (SR. VICE PRESIDENT)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	92439.84	Direct
Common Stock	8511.74	Indirect
Common Stock	4907.23	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Contractual Stock Interest	$0		Common Stock (163.9)		Direct
NQ Stock Option (right to buy)	$8.47	2007-01-15	Common Stock (35000)		Direct
NQ Stock Option (right to buy)	$11.56	2008-01-14	Common Stock (30000)		Direct
NQ Stock Option (right to buy)	$13.19	2008-06-18	Common Stock (40000)		Direct
NQ Stock Option (right to buy)	$16.11	2013-01-15	Common Stock (60000)		Direct
NQ Stock Option (right to buy)	$16.25	2013-02-20	Common Stock (60000)		Direct
NQ Stock Option (right to buy)	$21.55	2015-01-20	Common Stock (75000)		Direct
NQ Stock Option (right to buy)	$24.9	2009-01-20	Common Stock (60000)		Direct
NQ Stock Option (right to buy)	$26.5	2012-01-16	Common Stock (50000)		Direct
NQ Stock Option (right to buy)	$29.19	2012-02-21	Common Stock (100)		Direct
NQ Stock Option (right to buy)	$32.39	2014-01-14	Common Stock (80000)		Direct
NQ Stock Option (right to buy)	$35.13	2011-07-31	Common Stock (30000)		Direct
NQ Stock Option (right to buy)	$50.38	2011-01-17	Common Stock (30000)		Direct
NQ Stock Option (right to buy)	$55.22	2010-01-19	Common Stock (40000)		Direct

Footnotes

F2: Estimated shares attributable to TI Employee Cash or Deferred Compensation Account as of 2-15-2005. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

F3: Estimated shares attributable to TI Universal Profit Sharing account as of 2-15-2005. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

F8: The option becomes exercisable in four equal annual installments beginning on January 15, 2004.

F10: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.

F14: The option becomes exercisable in four equal annual installments beginning on January 14, 2005.

F16: The option becomes exercisable in four equal annual installments beginning on January 17, 2002.

F12: The option becomes exercisable in four equal annual installments beginning on January 16, 2003.

F13: The option became 100% exercisable on February 21, 2003.

F1: Includes 65,000 shares subject to terms of restricted stock units awarded under the 2000 Long-Term Incentive Plan.

F17: The option becomes exercisable in four equal annual installments beginning on January 19, 2001.

F9: The option becomes exercisable in three installments: 50% on the second anniversary of the option date, 25% on the third anniversary of the option date, and 25% on the fourth anniversary of the option date.

F15: The option becomes exercisable in four equal annual installments beginning on July 31, 2002.

F5: The option becomes exercisable in four equal annual installments beginning on January 15, 1998.

F7: The option becomes exercisable in four equal annual installments beginning on June 18, 1999.

F11: The option becomes exercisable in four equal annual installments beginning on January 20, 2000.

F6: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.

F4: Estimated share interest attributable to TI Benefit Restoration and Deferred Compensation account as of 2-15-2005. [Interests in this account are denominated in units. Consequently, share interest amount shown is an estimate.] Share interest to be settled in cash upon the reporting person's termination of service from Issuer.