Exhibit 3(f)

CERTIFICATE OF ELIMINATION OF

DESIGNATIONS OF PREFERRED STOCK

OF TEXAS INSTRUMENTS INCORPORATED

Pursuant to Section 151(g)

of the General Corporation Law

of the State of Delaware

TEXAS INSTRUMENTS INCORPORATED, a corporation organized and

existing under the laws of the State of Delaware, in accordance with the

provisions of Section 151(g) of the General Corporation Law of the State of

Delaware, hereby certifies as follows:

1. That the Company filed, in the office of the Secretary of

State of Delaware, certain Certificates of Designations which established the

voting powers, designations, preferences and relative, participating and other

rights, and the qualifications, limitations or restrictions, of the following

series of the Company's preferred stock:

(a) Market Auction Preferred Stock, Series A (750 shares,

$25.00 par value), Market Auction Preferred Stock, Series B (750 shares,

$25.00 par value), and Market Auction Preferred Stock, Series C (750 shares,

$25.00 par value) (collectively, the "MAPS Series A, B and C") ( Certificate

of Designations filed on March 3, 1986);

(b) Market Auction Preferred Stock, Series D (750 shares,

$25.00 par value) (the "MAPS Series D") (Certificate of Designations filed on

April 25, 1986);

(c) Convertible Money Market Cumulative Preferred TM

Stock, Series C-1 (750 shares, $25.00 par value), Convertible Money Market

Cumulative Preferred Stock, Series C- 2 (750 shares, $25.00 par value), and

Convertible Money Market Cumulative Preferred Stock, Series C-3 (750 shares,

$25.00 par value) (collectively, the "CMMP") (Certificate of Designation filed

on March 12, 1987);

(d) Market Auction Preferred Stock, Series A-1 (750

shares, $25.00 par value), Market Auction Preferred Stock, Series B-1 (750

shares, $25.00 par value), and Market Auction Preferred Stock, Series D-1 (750

shares, $25.00 par value) (collectively, the "MAPS Series A-1, B-1 and D-1")

(Certificate of Designations filed on August 9, 1991);

(e) Money Market Cumulative Preferred Stock, Series 1 (712

shares, $25.00 par value) and Money Market Cumulative Preferred Stock, Series

2 (746 shares, $25.00 par value) (collectively, the "MMP") (Certificate of

Designations filed on August 9, 1991); and

(f) Series A Conversion Preferred Stock (3,000,000 shares,

$25.00 par value) (Certificate of Designations filed on September 17, 1991).

2. That no shares of said MAPS Series A, B and C, MAPS Series

D, CMMP, MAPS Series A-1, B-1 and D-1, MMP and Series A Conversion Preferred

Stock are outstanding and no shares thereof will be issued.

3. That, at a duly called meeting of the Board of Directors of

the Company, the following resolution was adopted:

RESOLVED, that the appropriate officers of the Company are hereby

authorized and directed to file a Certificate with the office of

the Secretary of State of Delaware setting forth a copy of this

resolution whereupon all reference to the following series of

stock, no shares of which are outstanding and no shares of which

will be issued, shall be eliminated from the Restated Certificate

of Incorporation, as amended, of the Company: (a) Market Auction

Preferred Stock, Series A, Series B and Series C ($25.00 par

value), as established by a Certificate of Designations filed in

the office of the Secretary of State of Delaware on March 3, 1986;

(b) Market Auction Preferred Stock, Series D ($25.00 par value),

as established by a Certificate of Designations filed in the

office of the Secretary of State of Delaware on April 25, 1986;

(c) Convertible Money Market Cumulative Preferred TM Stock, Series

C-1 ($25.00 par value), Convertible Money Market Cumulative

Preferred Stock, Series C-2 ($25.00 par value), and Convertible

Money Market Cumulative Preferred Stock, Series C-3 ($25.00 par

value), as established by a Certificate of Designation filed in

the office of the Secretary of State of Delaware on March 12,

1987; (d) Market Auction Preferred Stock, Series A-1, Series B-1

and Series D-1 ($25.00 par value), as established by a Certificate

of Designations filed in the office of the Secretary of State of

Delaware on August 9, 1991; (e) Money Market Cumulative Preferred

Stock, Series 1 and Series 2 ($25.00 par value), as established by

a Certificate of Designations filed in the office of the Secretary

of State of Delaware on August 9, 1991; and (f) Series A

Conversion Preferred Stock, ($25.00 par value), as established by

a Certificate of Designations filed in the office of the Secretary

of State of Delaware on September 17, 1991.

4. That, accordingly, all reference to the MAPS Series A, B and

C, MAPS Series D, CMMP, MAPS Series A-1, B-1 and D-1, MMP and Series A

Conversion Preferred Stock of the Company be, and it hereby is, eliminated

from the Restated Certificate of Incorporation, as amended, of the Company.

IN WITNESS WHEREOF, TEXAS INSTRUMENTS INCORPORATED has caused this

Certificate to be signed by Richard J. Agnich, Senior Vice President, and

attested by O. Wayne Coon, its Assistant Secretary, as of this 18th day of

March, 1994.

TEXAS INSTRUMENTS INCORPORATED

By: /s/RICHARD J. AGNICH

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Senior Vice President