TEXAS INSTRUMENTS INC — Director's Dealing 2006

Jul 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2006-07-27

Reporting Person: LEVEN STEPHEN H (SR. VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-07-27	Common Stock	M	100000	$11.56	Acquired	120113	Direct
2006-07-27	Common Stock	S	58000	$29.77	Disposed	62113	Direct
2006-07-27	Common Stock	S	40000	$29.81	Disposed	22113	Direct
2006-07-27	Common Stock	S	2000	$29.82	Disposed	20113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-07-27	Non-Qualified Stock Option [right to buy]	$11.56	M	100000	Disposed	2008-01-14	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2251	Indirect
Common Stock	17888.66	Indirect

Footnotes

F2: Estimated shares attributable to TI 401(k) Account 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 this account occurring after 12-31-05 that are eligible for deferred reporting on Form 5.

F1: Beneficial ownership by reporting person disclaimed.

F3: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.