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TEXAS INSTRUMENTS INC Director's Dealing 2008

Feb 2, 2008

29799_dirs_2008-02-01_23845bf2-63d4-412c-9971-b62b1b516e47.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: 2008-01-31

Reporting Person: MARCH KEVIN P (SR. VICE PRESIDENT & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-01-31 Common Stock M 1000 $13.25 Acquired 152966 Direct
2008-01-31 Common Stock S 2000 $30.43 Disposed 150966 Direct
2008-01-31 Common Stock S 1000 $30.691 Disposed 149966 Direct
2008-01-31 Common Stock S 2000 $30.691 Disposed 147966 Direct
2008-01-31 Common Stock S 2000 $30.72 Disposed 145966 Direct
2008-01-31 Common Stock S 2000 $30.731 Disposed 143966 Direct
2008-01-31 Common Stock S 2000 $30.821 Disposed 141966 Direct
2008-01-31 Common Stock S 2000 $30.891 Disposed 139966 Direct
2008-01-31 Common Stock S 2000 $30.941 Disposed 137966 Direct
2008-01-31 Common Stock S 2000 $30.97 Disposed 135966 Direct
2008-01-31 Common Stock S 2000 $30.98 Disposed 133966 Direct
2008-01-31 Common Stock S 2000 $31.07 Disposed 131966 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-01-31 NQ Stock Option (right to buy) $13.25 M 1000 Disposed 2008-09-17 Common Stock (1000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1770.31 Indirect
Common Stock 37.72 Indirect

Footnotes

F2: Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-07. (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 12-31-07 that are eligible for deferred reporting on Form 5.

F3: Estimated shares attributable to TI 401(k) Account as of 12-31-07. (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 12-31-07 that are eligible for deferred reporting on Form 5.

F1: Sales effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on October 30, 2007.

F4: The option becomes exercisable in four equal annual installments beginning on September 17, 1999.