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: LEVEN STEPHEN H (SR. VICE PRESIDENT)

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	75000	Acquired	2015-01-20	Common Stock (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53311.95	Direct
Common Stock	2251	Indirect
Common Stock	8000	Indirect
Common Stock	17011.83	Indirect
Common Stock	17144.36	Indirect

Footnotes

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

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.

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.

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.