TEXAS INSTRUMENTS INC — Director's Dealing 2005

Jan 24, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2005-01-20

Reporting Person: WROE THOMAS JR (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-20	Common Stock	A	15000	—	Acquired	19729.21	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-20	NQ Stock Option (right to buy)	$21.55	A	45000	Acquired	2015-01-20	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5261	Indirect
Common Stock	15321.05	Indirect
Common Stock	16645.81	Indirect

Footnotes

F5: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.

F1: Award of restricted stock units pursuant to 2000 Long Term Incentive Plan.

F3: Estimated shares attributable to TI Employee Cash or Deferred Compensation 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.

F2: Held by custodian for account of minors.

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.