EXHIBIT 3(h)

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

TARTAN, INC.

INTO

TEXAS INSTRUMENTS INCORPORATED

(Pursuant to Section 253 of the

General Corporation Law of the State of Delaware)

Texas Instruments Incorporated, a corporation organized and

existing under the laws of Delaware, does hereby certify:

FIRST: That this corporation is incorporated pursuant to the

General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares

of the stock of Tartan, Inc., a Pennsylvania corporation.

THIRD: That this corporation, by the following resolutions of the

Board of Directors, duly adopted on the 20th day of June, 1996,

determined to and did merge into itself said Tartan, Inc.:

RESOLVED, that Texas Instruments Incorporated merge, and it hereby

does merge into itself Tartan, Inc. and assumes all its obligations; and

FURTHER RESOLVED, that the merger shall be effective upon the date

of filing the Certificate of Ownership and Merger with the Secretary of

State of Delaware; and

FURTHER RESOLVED, that the proper officers of Texas Instruments

Incorporated be and they are hereby directed to make and execute a

Certificate of Ownership and Merger setting forth a copy of the

resolutions to merge Tartan, Inc. and assume its obligations, and the

date of adoption thereof, and to cause the same to be filed with the

Secretary of State and to do all acts and things whatsoever, whether

within or without the State of Delaware, which may be in anywise

necessary or proper to effect said merger; and

FURTHER RESOLVED, that the proper officers of Texas Instruments

Incorporated shall be, and each hereby is, authorized, empowered and

directed for and on behalf of Texas Instruments Incorporated to do all

things and to take all actions necessary or desirable in such officer's

discretion to carry out the full intent and purpose of the foregoing

resolutions.

FOURTH: Anything herein or elsewhere to the contrary

notwithstanding, this merger may be amended or terminated and abandoned

by the Board of Directors of Texas Instruments Incorporated at any time

prior to the date of filing of the Certificate of Ownership and Merger

with the Secretary of State.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to

be signed this 21st day of June, 1995.

TEXAS INSTRUMENTS INCORPORATED

By: /s/ William A. Aylesworth

---------------------------

Name: William A. Aylesworth

Title: Senior Vice President,

Treasurer & CFO