SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                    FORM 8-K



                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 13, 2001


                         TEXAS INSTRUMENTS INCORPORATED
               (Exact name of Registrant as specified in charter)



          DELAWARE                     001-03761              750289970
(State  or  other  jurisdiction   (Commission  file  number)   (I.R.S.  employer
     of  incorporation)                                    identification  no.)



                               12500 TI BOULEVARD
                                 P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (972) 995-3773


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ITEM  9.  REGULATION  FD  DISCLOSURE.

The  Registrant ("TI") confirms its outlook for the third quarter of 2001 as set
forth in the Outlook section included in Item 2 of its Form 10-Q for the quarter
ended June 30, 2001, which was filed with the Commission on July 27, 2001.  This
confirmation is being made for purposes of Regulation FD only and is not an
indication or assessment of materiality, nor is it intended to constitute a
representation that the information is not otherwise publicly available.  The
full text of that Outlook section is as follows:

OUTLOOK

Third-quarter revenue is expected to decline 10 to 15 percent sequentially as
many of TI's Semiconductor customers continue to reduce inventories in an
environment of weak demand for their own products.

Specifically, TI expects the following for the third quarter:

 -  In Semiconductor, wireless revenue will increase slightly from the second
quarter but will be more than offset by declines in other products.

 -  Non-Semiconductor revenue will increase sequentially as seasonal declines in
Sensors & Controls are more than offset by a seasonal increase in sales of
educational calculators for Educational & Productivity Solutions.

 -  Operating margin will decline sequentially about 10 points before the effect
of special charges and amortization of acquisition-related intangibles as a
result of lower revenue.

 -  Non-operating income will decline to about $20 million due to reduced
interest income.

 - Earnings per share will decline to a loss of a few cents before the effect of
special charges and amortization of acquisition-related intangibles.

For 2001, TI expects the following:

 - R&D of $1.6 billion, excluding acquisition-related amortization and purchased
in-process R&D, unchanged from the company's prior estimate and even with last
year.

 -  Capital expenditures of $1.8 billion, unchanged from the prior estimate and
down 35 percent from last year.

 -  Depreciation of $1.6 billion, up 30 percent from last year.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this report on Form 8-K are "forward-looking
statements" intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995.  These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those in forward-looking statements.

We urge you to carefully consider the following important factors that could
cause actual results to differ materially from the expectations of the company
or its management:

 -  Market demand for semiconductors, particularly for digital signal processors
and analog chips in key markets, such as telecommunications and computers;

 -  TI's ability to develop, manufacture and market innovative products in a
rapidly changing technological environment;

 -  TI's ability to compete in products and prices in an intensely competitive
industry;

 - TI's ability to maintain and enforce a strong intellectual property portfolio
and obtain needed licenses from third  parties;

 -  Timely completion and successful integration of announced acquisitions;

 - Global economic, social and political conditions in the countries in which TI
and its customers and suppliers operate, including fluctuations in foreign
currency exchange rates;

 -  Losses or curtailments of purchases from key customers;

 -  TI's ability to recruit and retain skilled personnel; and

 -  Availability of raw materials and critical manufacturing equipment.

For a more detailed discussion of these and other factors, see the text under
the heading "Cautionary  Statements Regarding Future Results of Operations" in
Item 1 of TI's most recent Form 10-K.  The forward-looking statements included
in this Form 8-K are made only as of the date of this Form 8-K and TI
undertakes no obligation to update the forward-looking statements to reflect
subsequent events or circumstances.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         TEXAS INSTRUMENTS INCORPORATED


Date:  August 13, 2001                    By: /s/ WILLIAM A. AYLESWORTH
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                                             William A. Aylesworth
                                             Senior Vice President,
                                             Treasurer and
                                             Chief Financial Officer