Texas Instruments Incorporated
                               P.O. Box 655474
                               Dallas, TX 75265
     
                               January 5, 1998
     
    
     
Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
     
                           Re:  File No. S7-25-97
     
Ladies and Gentlemen:
     
We appreciate the opportunity of submitting the following brief comments 
regarding the proposed amendments to the stockholder proposal rules.
     
1.  We appreciate the considerable efforts of the SEC staff and many others to 
find common ground for improvements in the existing rules.  Based on our 
experience, the current rules (with appropriate interpretations and 
reinterpretations from time to time) are working reasonably well.  We are 
inclined, however, to defer to those with greater experience.
     
2.  In general, we endorse the comments of the Securities Law Committee of the 
American Society of Corporate Secretaries.
     
3.  If the SEC concludes that the proposed amendments should be revised in any 
material respects, we would encourage the SEC to issue a new release requesting 
comments on the proposed revised amendments.
     
                                Very truly yours,
     
     
     
                                O. Wayne Coon
                                Vice President, Corporate Staff
                                Chief Corporate Counsel and
                                Assistant Secretary