Exhibit 3(a)

RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS INSTRUMENTS INCORPORATED

(Originally incorporated on December 23, 1938

as Geophysical Service Inc.)

This Restated Certificate of Incorporation was duly adopted by Texas

Instruments Incorporated in accordance with the provisions of Sections 242 and

245 of the General Corporation Law of the State of Delaware.

FIRST: The name of the corporation is

TEXAS INSTRUMENTS INCORPORATED

SECOND: The registered office of the Company in the State of Delaware

is located at 1209 Orange Street in the City of Wilmington, County of New

Castle. The name of its registered agent in charge thereof is The Corporation

Trust Company, the address of which is 1209 Orange Street, Wilmington,

Delaware.

THIRD: The purpose of the corporation is to engage in any lawful act or

activity for which corporations may be organized under the General Corporation

Law of the State of Delaware.

FOURTH: The total number of shares of all classes of stock which the

Company shall have authority to issue is One Hundred Ten Million (110,000,000)

shares, of which Ten Million (10,000,000) shall be Preferred Stock with a par

value of $25.00 per share, and One Hundred Million (100,000,000) shall be

Common Stock with a par value of $1.00 per share. The Preferred Stock may be

issued in one or more series, from time to time, with each such series to have

such voting powers, full or limited or no voting powers, and such

designations, preferences and relative, participating, optional or other

special rights, and qualifications, limitations or restrictions thereof, as

shall be stated and expressed in the resolution or resolutions providing for

the issue of such series adopted by the board of directors of the Company, and

the board of directors is hereby expressly vested with authority, to the full

extent now or hereafter provided by law, to adopt any such resolution or

resolutions.

FIFTH: In addition to the powers now or hereafter conferred by statute

and the by-laws of the Company, the board of directors is also expressly

authorized to:

a. Make, alter or repeal the by-laws of the Company, subject to

the power of the stockholders of the Company having voting power to

alter, amend or repeal by-laws made by the board of directors.

b. Remove at any time any officer elected or appointed by the

board of directors but only by the affirmative vote of a majority of the

whole board of directors. Any other officer of the Company may be

removed at any time by a vote of the board of directors, or by any

committee or superior officer upon whom such power of removal may be

conferred by the by-laws or by the vote of the board of directors.

c. Establish and maintain bonus, profit sharing or other types of

incentive or compensation plans or pension or retirement plans for the

employees (including officers and directors) of the Company and to fix

the amount of the profits to be distributed or shared and to determine

the persons to participate in any such plans and the amounts of their

respective participation or benefits.

SIXTH: No person shall be liable to the Company for any loss or damage

suffered by it on account of any action taken or omitted to be taken by him in

good faith as a director, member of a directors' committee or officer of the

Company, if such person exercised or used the same degree of care and skill as

a prudent man would have exercised or used under the circumstances in the

conduct of his own affairs. Without limitation on the foregoing, any such

person shall be deemed to have exercised or used such degree of care and skill

if he took or omitted to take such action in reliance in good faith upon

advice of counsel for the Company, or the books of account or other records of

the Company, or reports or information made or furnished to the Company by any

officials, accountants, engineers, agents or employees of the Company, or by

an independent public accountant or auditor, engineer, appraiser or other

expert employed by the Company and selected with reasonable care by the board

of directors, by any such committee or by an authorized officer of the

Company.

IN WITNESS WHEREOF, Texas Instruments Incorporated has caused its

corporate seal to be affixed and this Restated Certificate of Incorporation to

be signed by Mark Shepherd, Jr., its Chairman of the Board, and Richard J.

Agnich, its Secretary, this 18th day of April, 1985.

TEXAS INSTRUMENTS INCORPORATED

(Corporate Seal)

By /s/ MARK SHEPHERD, JR.

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Chairman of the Board