EXHIBIT 3(n)

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

TEXAS INSTRUMENTS INCORPORATED

TEXAS INSTRUMENTS INCORPORATED, a corporation organized and

existing under and by virtue of the General Corporation Law of the State of

Delaware,

DOES HEREBY CERTIFY:

FIRST: That the first sentence of Article Fourth of the Restated

Certificate of Incorporation as heretofore amended is hereby amended to read as

follows:

"The total number of shares of all classes of stock which the company

shall have authority to issue is Two Billion Four Hundred and Ten

Million (2,410,000,000) shares, of which Ten Million (10,000,000) shall

be Preferred Stock with a par value of $25.00 per share, and two

billion four hundred million (2,400,000,000) shall be Common Stock with

a par value of $1.00 per share."

SECOND: That said amendment has been duly adopted in accordance

with the provisions of Section 242 of the General Corporation Law of the State

of Delaware.

IN WITNESS WHEREOF, TEXAS INSTRUMENTS INCORPORATED has caused

this Certificate to be signed by Thomas J. Engibous, Chairman of the Board,

President and Chief Executive Officer, this 20th day of April, 2000.

TEXAS INSTRUMENTS INCORPORATED

By: /s/ THOMAS J. ENGIBOUS

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

Thomas J. Engibous,

Chairman of the Board,

President and

Chief Executive Officer