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TEXAS INSTRUMENTS INC Director's Dealing 2008

Nov 24, 2008

29799_dirs_2008-11-24_fbe84628-9bc8-452a-ba06-b735e5193457.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2008-11-21

Reporting Person: ADAMS JAMES R (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-11-21 Stock Units $1.00 A 475.51 Acquired Common Stock (475.51) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 315411 Direct
Common Stock 1450 Indirect
Common Stock 271550 Indirect
Common Stock 2921.06 Indirect
Common Stock 470.35 Indirect

Footnotes

F1: Shares held by family limited partnership of which the reporting person is a general partner. Reporting person disclaims beneficial ownership except to the extent of his pecuniary interest in the partnership.

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

F3: Estimated shares attributable to TI 401(k) Account as of 9-30-08. (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 9-30-08 that are eligible for deferred reporting on Form 5.

F4: Estimated shares attributable to TI Universal Profit Sharing Account as of 9-30-08. (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 9-30-08 that are eligible for deferred reporting on Form 5.

F5: Security converts to common stock on a one-for-one basis.

F6: 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. End-of-period holdings include stock units acquired pursuant to the dividend reinvestment provision of the Plan.