EXHIBIT 3(i)

CERTIFICATE OF DESIGNATION

OF

SERIES B PARTICIPATING CUMULATIVE

PREFERRED STOCK

OF

TEXAS INSTRUMENTS INCORPORATED

Pursuant to Section 151 of the

General Corporation Law of the

State of Delaware

We, William A. Aylesworth, Senior Vice President, Treasurer

and Chief Financial Officer, and O. Wayne Coon, Vice President and Assistant

Secretary, of Texas Instruments Incorporated, a corporation organized and

existing under the General Corporation Law of the State of Delaware

("Delaware Law"), in accordance with the provisions thereof, DO HEREBY

CERTIFY:

That pursuant to the authority conferred upon the Board of

directors by the Certificate of Incorporation of the Corporation, the Board

of Directors on June 18, 1998, adopted the following resolution creating a

series of Preferred Stock in the amount and having the designation, voting

powers, preferences and relative, participating, optional and other special

rights and qualifications, limitations and restrictions thereof as follows:

Section 1. Designation and Number of Shares. The shares of

such series shall be designated as "Series B Participating Cumulative

Preferred Stock" (the "Series B Preferred Stock"), and the number of shares

constituting such series shall be 2,200,000. Such number of shares of the

Series B Preferred Stock may be increased or decreased by resolution of the

Board of Directors; provided that no decrease shall reduce the number of

shares of Series B Preferred Stock to a number less than the number of shares

then outstanding plus the number of shares issuable upon exercise or

conversion of outstanding rights, options or other securities issued by the

Corporation.

Section 2. Dividends and Distributions.

(a) The holders of shares of Series B Preferred Stock

shall be entitled to receive, when, as and if declared by the

Board of Directors out of funds legally available for the

purpose, quarterly dividends payable in cash on the third

Monday of February, May, August and November of each year

(each such date being referred to herein as a "Quarterly

Dividend Payment Date"), commencing on the first Quarterly

Dividend Payment Date after the first issuance of any share or

fraction of a share of Series B Preferred Stock, in an amount

per share (rounded to the nearest cent) equal to the greater

of (i) $1.00 and (ii) subject to the provision for adjustment

hereinafter set forth, 1000 times the aggregate per share

amount of all cash dividends or other distributions and 1000

times the aggregate per share amount of all non-cash dividends

or other distributions (other than (A) a dividend payable in

shares of Common Stock, par value $1.00 per share, of the

Corporation (the "Common Stock") or (B) a subdivision of the

outstanding shares of Common Stock (by reclassification or

otherwise)), declared on the Common Stock since the

immediately preceding Quarterly Dividend Payment Date, or,

with respect to the first Quarterly Dividend Payment Date,

since the first issuance of any share or fraction of a share

of Series B Preferred Stock. If the Corporation shall at any

time after June 18, 1998 (the "Rights Declaration Date") pay

any dividend on Common Stock payable in shares of Common Stock

or effect a subdivision or combination of the outstanding

shares of Common Stock (by reclassification or otherwise) into

a greater or lesser number of shares of Common Stock, then in

each such case the amount to which holders of shares of Series

B Preferred Stock were entitled immediately prior to such

event under clause 2(a)(ii) of the preceding sentence shall be

adjusted by multiplying such amount by a fraction the

numerator of which is the number of shares of Common Stock

outstanding immediately after such event and the denominator

of which is the number of shares of Common Stock that were

outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or

distribution on the Series B Preferred Stock as provided in

paragraph 2(a) above immediately after it declares a dividend

or distribution on the Common Stock (other than as described

in clauses 2(a)(ii)(A) and 2(a)(ii)(B) above); provided that

if no dividend or distribution shall have been declared on the

Common Stock during the period between any Quarterly Dividend

Payment Date and the next subsequent Quarterly Dividend

Payment Date (or, with respect to the first Quarterly Dividend

Payment Date, the period between the first issuance of any

share or fraction of a share of Series B Preferred Stock and

such first Quarterly Dividend Payment Date), a dividend of

$1.00 per share on the Series B Preferred Stock shall

nevertheless be payable on such subsequent Quarterly Dividend

Payment Date.

(c) Dividends shall begin to accrue and be cumulative

on outstanding shares of Series B Preferred Stock from the

Quarterly Dividend Payment Date next preceding the date of

issue of such shares of Series B Preferred Stock, unless the

date of issue of such shares is on or before the record date

for the first Quarterly Dividend Payment Date, in which case

dividends on such shares shall begin to accrue and be

cumulative from the date of issue of such shares, or unless

the date of issue is a date after the record date for the

determination of holders of shares of Series B Preferred Stock

entitled to receive a quarterly dividend and on or before such

Quarterly Dividend Payment Date, in which case dividends shall

begin to accrue and be cumulative from such Quarterly Dividend

Payment Date. Accrued but unpaid dividends shall not bear

interest. Dividends paid on shares of Series B Preferred Stock

in an amount less than the total amount of such dividends at

the time accrued and payable on such shares shall be allocated

pro rata on a share-by-share basis among all such shares at

the time outstanding. The Board of Directors may fix a record

date for the determination of holders of shares of Series B

Preferred Stock entitled to receive payment of a dividend or

distribution declared thereon, which record date shall not be

more than 60 days prior to the date fixed for the payment

thereof.

Section 3. Voting Rights. In addition to any other voting

rights required by law, the holders of shares of Series B Preferred Stock

shall have the following voting rights:

(a) Subject to the provision for adjustment hereinafter

set forth, each share of Series B Preferred Stock shall

entitle the holder thereof to 1000 votes on all matters

submitted to a vote of stockholders of the Corporation. If

the Corporation shall at any time after the Rights Declaration

Date pay any dividend on Common Stock payable in shares of

Common Stock or effect a subdivision or combination of the

outstanding shares of Common Stock (by reclassification or

otherwise) into a greater or lesser number of shares of Common

Stock, then in each such case the number of votes per share to

which holders of shares of Series B Preferred Stock were

entitled immediately prior to such event shall be adjusted by

multiplying such number by a fraction the numerator of which

is the number of shares of Common Stock outstanding

immediately after such event and the denominator of which is

the number of shares of Common Stock that were outstanding

immediately prior to such event.

(b) Except as otherwise provided herein or by law, the

holders of shares of Series B Preferred Stock and the holders

of shares of Common Stock shall vote together as a single

class on all matters submitted to a vote of stockholders of

the Corporation.

(c) (i) If at any time dividends on any Series B

Preferred Stock shall be in arrears in an amount equal to six

quarterly dividends thereon, the occurrence of such

contingency shall mark the beginning of a period (herein

called a "default period") which shall extend until such time

when all accrued and unpaid dividends for all previous

quarterly dividend periods and for the current quarterly

dividend period on all shares of Series B Preferred Stock then

outstanding shall have been declared and paid or set apart for

payment. During each default period, all holders of Preferred

Stock and any other series of Preferred Stock then entitled as

a class to elect directors, voting together as a single class,

irrespective of series, shall have the right to elect two

Directors.

(ii) During any default period, such voting right

of the holders of Series B Preferred Stock may be

exercised initially at a special meeting called pursuant

to subparagraph 3(c)(iii) hereof or at any annual meeting

of stockholders, and thereafter at annual meetings of

stockholders, provided that neither such voting right nor

the right of the holders of any other series of Preferred

Stock, if any, to increase, in certain cases, the

authorized number of Directors shall be exercised unless

the holders of 10% in number of shares of Preferred Stock

outstanding shall be present in person or by proxy. The

absence of a quorum of holders of Common Stock shall not

affect the exercise by holders of Preferred Stock of such

voting right. At any meeting at which holders of

Preferred Stock shall exercise such voting right

initially during an existing default period, they shall

have the right, voting as a class, to elect Directors to

fill such vacancies, if any, in the Board of Directors as

may then exist up to two Directors or, if such right is

exercised at an annual meeting, to elect two Directors.

If the number which may be so elected at any special

meeting does not amount to the required number, the size

of the Board of Directors will be automatically increased

without any action on the part of the holders of

Preferred Stock as shall be necessary to permit the

election by them of the required number. After the

holders of the Preferred Stock shall have exercised their

right to elect Directors in any default period and during

the continuance of such period, the number of Directors

shall not be increased or decreased except by vote of the

holders of Preferred Stock as herein provided or pursuant

to the rights of any equity securities ranking senior to

or pari passu with the Series B Preferred Stock.

(iii) Unless the holders of Preferred Stock shall,

during an existing default period, have previously

exercised their right to elect Directors, the Board of

Directors may order, or any stockholder or stockholders

owning in the aggregate not less than 10% of the total

number of shares of Preferred Stock outstanding,

irrespective of series, may request, the calling of

special meeting of holders of Preferred Stock, which

meeting shall thereupon be called by the President, a

Vice President or the Secretary of the Corporation.

Notice of such meeting and of any annual meeting at which

holders of Preferred Stock are entitled to vote pursuant

to this paragraph 3(c)(iii) shall be given to each holder

of record of Preferred Stock by mailing a copy of such

notice to him at his last address as the same appears on

the books of the Corporation. Such meeting shall be

called for a time not earlier than 20 days and not later

than 60 days after such order or request or in default of

the calling of such meeting within 60 days after such

order or request, such meeting may be called on similar

notice by any stockholder or stockholders owning in the

aggregate not less than 10% of the total number of shares

of Preferred Stock outstanding, irrespective of series.

Notwithstanding the provisions of this paragraph

3(c)(iii), no such special meeting shall be called during

the period within 60 days immediately preceding the date

fixed for the next annual meeting of stockholders.

(iv) In any default period, the holders of Common

Stock, and other classes of stock of the Corporation if

applicable, shall continue to be entitled to elect the

whole number of Directors until the holders of Preferred

Stock shall have exercised their right to elect two

Directors voting as a class, after the exercise of which

right (x) the Directors so elected by the holders of

Preferred Stock shall continue in office until their

successors shall have been elected by such holders or

until the expiration of the default period, and (y) any

vacancy in the Board of Directors may (except as

provided in paragraph 3(c)(ii) hereof) be filled by vote

of a majority of the remaining Directors theretofore

elected by the holders of the class of stock which

elected the Director whose office shall have become

vacant. References in this paragraph 3(c) to Directors

elected by the holders of a particular class of stock

shall include Directors elected by such Directors to

fill vacancies as provided in clause (y) of the

foregoing sentence.

(v) Immediately upon the expiration of a default

period, (x) the right of the holders of Preferred Stock

as a class to elect Directors shall cease, (y) the term

of any Directors elected by the holders of Preferred

Stock as a class shall terminate, and (z) the number of

Directors shall be such number as may be provided for in

the certificate of incorporation or bylaws irrespective

of any increase made pursuant to the provisions of

paragraph 3(c)(ii) hereof (such number being subject,

however, to change thereafter in any manner provided by

law or in the certificate of incorporation or bylaws).

Any vacancies in the Board of Directors effected by the

provisions of clauses (y) and (z) in the preceding

sentence may be filled by a majority of the remaining

Directors.

(d) The Certificate of Incorporation of the Corporation

shall not be amended in any manner (whether by merger or

otherwise) so as to adversely affect the powers, preferences

or special rights of the Series B Preferred Stock without the

affirmative vote of the holders of a majority of the

outstanding shares of Series B Preferred Stock, voting

separately as a class.

(e) Except as otherwise provided herein, holders of

Series B Preferred Stock shall have no special voting rights,

and their consent shall not be required for taking any

corporate action.

Section 4. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or

distributions payable on the Series B Preferred Stock as

provided in Section 2 are in arrears, thereafter and until all

accrued and unpaid dividends and distributions, whether or not

declared, on outstanding shares of Series B Preferred Stock

shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, or make any other

distributions on, any shares of stock ranking junior

(either as to dividends or upon liquidation, dissolution

or winding up) to the Series B Preferred Stock;

(ii) declare or pay dividends on, or make any

other distributions on, any shares of stock ranking on a

parity (either as to dividends or upon liquidation,

dissolution or winding up) with the Series B Preferred

Stock, except dividends paid ratably on the Series B

Preferred Stock and all such other parity stock on which

dividends are payable or in arrears in proportion to the

total amounts to which the holders of all such shares

are then entitled;

(iii) redeem, purchase or otherwise acquire for

value any shares of stock ranking junior (either as to

dividends or upon liquidation, dissolution or winding

up) to the Series B Preferred Stock; provided that the

Corporation may at any time redeem, purchase or

otherwise acquire shares of any such junior stock in

exchange for shares of stock of the Corporation ranking

junior (as to dividends and upon dissolution,

liquidation or winding up) to the Series B Preferred

Stock; or

(iv) redeem, purchase or otherwise acquire for

value any shares of Series B Preferred Stock, or any

shares of stock ranking on a parity (either as to

dividends or upon liquidation, dissolution or winding

up) with the Series B Preferred Stock, except in

accordance with a purchase offer made in writing or by

publication (as determined by the Board of Directors) to

all holders of Series B Preferred Stock and all such

other parity stock upon such terms as the Board of

Directors, after consideration of the respective annual

dividend rates and other relative rights and preferences

of the respective series and classes, shall determine in

good faith will result in fair and equitable treatment

among the respective series or classes.

(b) The Corporation shall not permit any subsidiary of

the Corporation to purchase or otherwise acquire for value any

shares of stock of the Corporation unless the Corporation

could, under paragraph 4(a), purchase or otherwise acquire

such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series B

Preferred Stock redeemed, purchased or otherwise acquired by the Corporation

in any manner whatsoever shall be retired and cancelled promptly after the

acquisition thereof. All such shares shall upon their cancellation become

authorized but unissued shares of Preferred Stock without designation as to

series and may be reissued as part of a new series of Preferred Stock to be

created by resolution or resolutions of the Board of Directors as permitted

by the Certificate of Incorporation or as otherwise permitted under Delaware

Law.

Section 6. Liquidation, Dissolution and Winding Up. Upon any

liquidation, dissolution or winding up of the Corporation, no distribution

shall be made (1) to the holders of shares of stock ranking junior (either as

to dividends or upon liquidation, dissolution or winding up) to the Series B

Preferred Stock unless, prior thereto, the holders of shares of Series B

Preferred Stock shall have received $1.00 per share, plus an amount equal to

accrued and unpaid dividends and distributions thereon, whether or not

declared, to the date of such payment; provided that the holders of shares of

Series B Preferred Stock shall be entitled to receive an aggregate amount per

share, subject to the provision for adjustment hereinafter set forth, equal

to 1000 times the aggregate amount to be distributed per share to holders of

Common Stock, or (2) to the holders of stock ranking on a parity (either as

to dividends or upon liquidation, dissolution or winding up) with the Series

B Preferred Stock, except distributions made ratably on the Series B

Preferred Stock and all such other parity stock in proportion to the total

amounts to which the holders of all such shares are entitled upon such

liquidation, dissolution or winding up. If the Corporation shall at any time

after the Rights Declaration Date pay any dividend on Common Stock payable in

shares of Common Stock or effect a subdivision or combination of the

outstanding shares of Common Stock (by reclassification or otherwise) into a

greater or lesser number of shares of Common Stock, then in each such case

the aggregate amount to which holders of shares of Series B Preferred Stock

were entitled immediately prior to such event under the proviso in clause (1)

of the preceding sentence shall be adjusted by multiplying such amount by a

fraction the numerator of which is the number of shares of Common Stock

outstanding immediately after such event and the denominator of which is the

number of shares of Common Stock that were outstanding immediately prior to

such event.

Section 7. Consolidation, Merger, Etc. If the Corporation

shall enter into any consolidation, merger, combination or other transaction

in which the shares of Common Stock are exchanged for or changed into other

stock or securities, cash or any other property, then in any such case the

shares of Series B Preferred Stock shall at the same time be similarly

exchanged for or changed into an amount per share, subject to the provision

for adjustment hereinafter set forth, equal to 1000 times the aggregate

amount of stock, securities, cash or any other property, as the case may be,

into which or for which each share of Common Stock is changed or exchanged.

If the Corporation shall at any time after the Rights Declaration Date pay

any dividend on Common Stock payable in shares of Common Stock or effect a

subdivision or combination of the outstanding shares of Common Stock (by

reclassification or otherwise) into a greater or lesser number of shares of

Common Stock, then in each such case the amount set forth in the preceding

sentence with respect to the exchange or change of shares of Series B

Preferred Stock shall be adjusted by multiplying such amount by a fraction

the numerator of which is the number of shares of Common Stock outstanding

immediately after such event and the denominator of which is the number of

shares of Common Stock that were outstanding immediately prior to such event.

Section 8. No Redemption. The Series B Preferred Stock shall

not be redeemable.

Section 9. Rank. The Series B Preferred Stock shall rank

junior (as to dividends and upon liquidation, dissolution and winding up) to

all other series of the Corporation's preferred stock except any series that

specifically provides that such series shall rank junior to the Series B

Preferred Stock.

Section 10. Fractional Shares. Series B Preferred Stock may

be issued in fractions of a share which shall entitle the holder, in

proportion to such holder's fractional shares, to exercise voting rights,

receive dividends, participate in distributions and to have the benefit of

all other rights of holders of Series B Preferred Stock.

IN WITNESS WHEREOF, we have executed and subscribed this

Certificate this 23rd day of June, 1998.

/s/ WILLIAM A. AYLESWORTH            

William A. Aylesworth

Senior Vice President, Treasurer and

Chief Financial Officer

/s/ O. WAYNE COON                

O. Wayne Coon

Vice President and Assistant Secretary