TEXAS INSTRUMENTS INC — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXAS INSTRUMENTS INC (TXN)
CIK: 0000097476
Period of Report: 2011-04-29

Reporting Person: Whitaker Darla H (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-29	Common Stock	M	13000	$16.25	Acquired	114858	Direct
2011-04-29	Common Stock	M	20000	$21.55	Acquired	134858	Direct
2011-04-29	Common Stock	S	33000	$35.515	Disposed	101858	Direct
2011-04-29	Common Stock	M	10000	$16.25	Acquired	10000	Indirect
2011-04-29	Common Stock	M	7500	$21.55	Acquired	17500	Indirect
2011-04-29	Common Stock	S	17500	$35.555	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-29	NQ Stock Option (Right to Buy)	$16.25	M	13000	Disposed	2013-02-20	Common Stock (13000)	Direct
2011-04-29	NQ Stock Option (Right to Buy)	$21.55	M	20000	Disposed	2015-01-20	Common Stock (20000)	Direct
2011-04-29	NQ Stock Option (Right to Buy)	$16.25	M	10000	Disposed	2013-02-20	Common Stock (10000)	Indirect
2011-04-29	NQ Stock Option (Right to Buy)	$21.55	M	7500	Disposed	2015-01-20	Common Stock (7500)	Indirect

Footnotes

F1: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $35.49 to $35.55. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F2: Beneficial ownership by reporting person disclaimed.

F3: The price in Table 1 is a weighted average sale price. The sales were at prices ranging from $35.53 to $35.59. The Issuer undertakes to provide upon request a detailed breakout of the sale prices and the number of shares sold at each price.

F4: The option becomes exercisable in three annual installments beginning on February 20, 2005.

F5: The option becomes exercisable in four equal annual installments beginning on January 20, 2006.