TEXAS INSTRUMENTS INC — Director's Dealing 2006

Aug 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2006-08-04

Reporting Person: DELFASSY GILLES (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-04	Common Stock	M	25000	$16.25	Acquired	180796	Direct
2006-08-04	Common Stock	M	25000	$21.55	Acquired	205796	Direct
2006-08-04	Common Stock	S	13200	$30.09	Disposed	192596	Direct
2006-08-04	Common Stock	S	6100	$30.12	Disposed	186496	Direct
2006-08-04	Common Stock	S	6500	$30.13	Disposed	179996	Direct
2006-08-04	Common Stock	S	6100	$30.14	Disposed	173896	Direct
2006-08-04	Common Stock	S	9400	$30.15	Disposed	164496	Direct
2006-08-04	Common Stock	S	8700	$30.16	Disposed	155796	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-04	NQ Stock Option (right to buy)	$16.25	M	25000	Disposed	2013-02-20	Common Stock (25000)	Direct
2006-08-04	NQ Stock Option (right to buy)	$21.55	M	25000	Disposed	2015-01-20	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1703.75	Indirect

Footnotes

F3: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.

F1: Estimated shares attributable to the Texas Instruments France Company Savings Plan as of 12-31-05. (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 12-31-05 that are eligible for deferred reporting on Form 5.

F2: 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.