SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RITCHIE KEVIN J

(Last)

(First)

(Middle)

12500 TI BLVD.

(Street)

DALLAS

75243

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2004

3. Issuer Name and Ticker or Trading Symbol
TEXAS INSTRUMENTS INC [ TXN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	95,859.9⁽¹⁾	D
Common Stock	4,854.7⁽²⁾	I	By Trust--PS
Common Stock	2,735.56⁽³⁾	I	By Trust--CODA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Contractual Stock Interest	⁽⁴⁾	⁽⁴⁾	Common Stock	2,671.73	$0	D
NQ Stock Option (right to buy)	01/15/1998⁽⁵⁾	01/15/2007⁽⁵⁾	Common Stock	20,000	$8.47	D
NQ Stock Option (right to buy)	01/14/1999⁽⁶⁾	01/14/2008⁽⁶⁾	Common Stock	30,000	$11.56	D
NQ Stock Option (right to buy)	06/18/1999⁽⁷⁾	06/18/2008⁽⁷⁾	Common Stock	60,000	$13.19	D
NQ Stock Option (right to buy)	01/15/2004⁽⁸⁾	01/15/2013⁽⁸⁾	Common Stock	175,000	$16.11	D
NQ Stock Option (right to buy)	02/20/2005⁽⁹⁾	02/20/2013⁽⁹⁾	Common Stock	90,000	$16.25	D
NQ Stock Option (right to buy)	01/20/2000⁽¹⁰⁾	01/20/2009⁽¹⁰⁾	Common Stock	60,000	$24.9	D
NQ Stock Option (right to buy)	01/16/2003⁽¹¹⁾	01/16/2012⁽¹¹⁾	Common Stock	125,000	$26.5	D
NQ Stock Option (right to buy)	02/21/2003⁽¹²⁾	02/21/2012⁽¹²⁾	Common Stock	100	$29.19	D
NQ Stock Option (right to buy)	11/29/2002⁽¹³⁾	11/29/2011⁽¹³⁾	Common Stock	40,000	$31.3	D
NQ Stock Option (right to buy)	01/14/2005⁽¹⁴⁾	01/14/2014⁽¹⁴⁾	Common Stock	150,000	$32.39	D
NQ Stock Option (right to buy)	01/17/2002⁽¹⁵⁾	01/17/2011⁽¹⁵⁾	Common Stock	50,000	$50.38	D
NQ Stock Option (right to buy)	01/19/2001⁽¹⁶⁾	01/19/2010⁽¹⁶⁾	Common Stock	50,000	$55.22	D

Explanation of Responses:

1. Includes 90,000 shares subject to terms of restricted stock units awarded under Texas Instruments 2000 Long-Term Incentive Plan.

2. Estimated shares attributable to TI Universal Profit Sharing account as of 4/15/2004 (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

3. Estimated shares attributable to TI Employee Cash or Deferred Compensation Account as of 4/15/2004. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

4. Estimated share interest attributable to TI Benefit Restoration and Deferred Compensation account as of 4/15/2004. (Interests in this account are denominated in units. Consequently, share interest amount shown is an estimate.) Share interest to be settled in cash upon the reporting person's termination of service from Issuer.

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

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

7. The option becomes exercisable in four equal annual installments beginning on June 18, 1999.

8. The option becomes exercisable in four equal annual installments beginning on January 15, 2004.

9. The option become exercisable in three installments with fifty percent becoming exercisable on the second anniversary date of the grant and an additional twenty-five percent becoming exercisable on the third and fourth anniversary dates.

10. The option becomes exercisable in four equal annual installments beginning on January 20, 2000.

11. The option becomes exercisable in four equal annual installments beginning on January 16, 2003.

12. The option becomes 100% exercisable on the first anniversary of the option date.

13. The option becomes exercisable in four equal annual installments beginning on November 29, 2002.

14. The option becomes exercisable in four equal annual installments beginning on January 14, 2005.

15. The option becomes exercisable in four equal annual installments beginning on January 17, 2002.

16. The option becomes exercisable in four equal annual installments beginning on January 19, 2001.

	CYNTHIA H. HAYNES, ATTORNEY IN FACT	04/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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