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: ADAMS JAMES R (Director)

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	15000	Acquired	2015-01-20	Common Stock (15000)	Direct
2005-01-21	Stock Units	$1	A	309.42	Acquired		Common Stock (309.42)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	179396.17	Direct
Common Stock	4800	Indirect
Common Stock	8000	Indirect
Common Stock	2976.61	Indirect
Common Stock	455.91	Indirect

Footnotes

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

F2: Shares held in trust for the benefit of family members of which reporting person is trustee. Beneficial ownership by reporting person disclaimed.

F7: Stock units credited under the Texas Instruments 2003 Director Compensation Plan, to be settled in common stock of the Issuer following the reporting person's termination of service as a director of the Issuer.

F1: Beneficial ownership by reporting person disclaimed.

F3: 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.

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.

F6: Security converts to common stock on a one-for-one basis.