TEXAS INSTRUMENTS INC — Director's Dealing 2006

Jan 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2006-01-26

Reporting Person: TEMPLETON RICHARD K (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-26	Common Stock	M	560000	$8.47	Acquired	1031799	Direct
2006-01-26	Common Stock	M	360000	$11.56	Acquired	1391799	Direct
2006-01-26	Common Stock	G	136000	—	Disposed	1255799	Direct
2006-01-26	Common Stock	D	49	$29.9	Disposed	1255750	Direct
2006-01-26	Common Stock	D	1237	$29.91	Disposed	1254513	Direct
2006-01-26	Common Stock	D	9701	$29.92	Disposed	1244812	Direct
2006-01-26	Common Stock	D	10889	$29.93	Disposed	1233923	Direct
2006-01-26	Common Stock	D	12275	$29.94	Disposed	1221648	Direct
2006-01-26	Common Stock	D	40784	$29.95	Disposed	1180864	Direct
2006-01-26	Common Stock	D	40388	$29.96	Disposed	1140476	Direct
2006-01-26	Common Stock	D	26480	$29.97	Disposed	1113996	Direct
2006-01-26	Common Stock	D	29500	$29.98	Disposed	1084496	Direct
2006-01-26	Common Stock	D	70086	$29.99	Disposed	1014410	Direct
2006-01-26	Common Stock	D	145368	$30	Disposed	869042	Direct
2006-01-26	Common Stock	D	37269	$30.01	Disposed	831773	Direct
2006-01-26	Common Stock	D	36380	$30.02	Disposed	795393	Direct
2006-01-26	Common Stock	D	36675	$30.03	Disposed	758718	Direct
2006-01-26	Common Stock	D	18511	$30.04	Disposed	740207	Direct
2006-01-26	Common Stock	D	71817	$30.05	Disposed	668390	Direct
2006-01-26	Common Stock	D	34795	$30.06	Disposed	633595	Direct
2006-01-26	Common Stock	D	38259	$30.07	Disposed	595336	Direct
2006-01-26	Common Stock	D	25490	$30.08	Disposed	569846	Direct
2006-01-26	Common Stock	D	18065	$30.09	Disposed	551781	Direct
2006-01-26	Common Stock	D	15690	$30.1	Disposed	536091	Direct
2006-01-26	Common Stock	D	9998	$30.11	Disposed	526093	Direct
2006-01-26	Common Stock	D	7968	$30.12	Disposed	518125	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-26	Non-Qualified Stock Option [right to buy]	$11.56	D	360000	Disposed	2008-01-14	Common Stock (360000)	Direct
2006-01-26	NQ Stock Option (right to buy)	$8.47	D	560000	Disposed	2007-01-15	Common Stock (560000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28552	Indirect
Common Stock	260.95	Indirect
Common Stock	10748.36	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: Estimated shares attributable to TI Universal Profit Sharing 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 such account occurring after 12-31-05 that are eligible for deferred reporting on Form 5.

F5: The option becomes exercisable in four equal annual installments beginning on January 15, 1998.

F4: The option becomes exercisable in four equal annual installments beginning on January 14, 1999.