Exhibit 3(p)

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AMATI COMMUNICATIONS CORPORATION

WITH AND INTO

TEXAS INSTRUMENTS INCORPORATED

Pursuant to Section 253 of the

General Corporation of Law

of the State of Delaware

Texas Instruments Incorporated, a Delaware corporation, (the "Company")

does hereby certify to the following facts relating to the merger (the "Merger")

of Amati Communications Corporation, a Delaware corporation, (the "Subsidiary")

with and into the Company, with the Company remaining as the surviving

corporation:

FIRST: The Company is incorporated pursuant to the General Corporation Law

of the State of Delaware (the "DGCL"). The Subsidiary is incorporated pursuant

to the DGCL.

SECOND: The Company owns all of the outstanding shares of each class of

capital stock of the Subsidiary.

THIRD: The Board of Directors of the Company, by the following resolutions

duly adopted at a meeting of the Board on July 19, 2001, determined to merge the

Subsidiary with and into the Company pursuant to Section 253 of the DGCL:

RESOLVED, that the Board of Directors of the Company has deemed it

advisable that Amati Communications Corporation (the "Subsidiary") be

merged with and into the Company pursuant to Section 253 of the General

Corporation Law of the State of Delaware; and it is

FURTHER RESOLVED, that the Subsidiary be merged with and into the Company

(the "Merger"); and it is

FURTHER RESOLVED, that by virtue of the Merger and without any action on

the part of the holder thereof, each then outstanding share of common stock

of the Company shall remain unchanged and continue to remain outstanding as

one share of common stock of the Company, held by the person who was the

holder of such share of common stock of the Company immediately prior to

the Merger; and it is

FURTHER RESOLVED, that by virtue of the Merger and without any action on

the part of the holder thereof, each then outstanding share of common stock

of the Subsidiary shall be cancelled and no consideration shall be issued

in respect thereof; and it is

FURTHER RESOLVED, that the appropriate officers of the Company be and they

hereby are authorized and directed to make, execute and acknowledge, in the

name and under the corporate seal of the Company, a Certificate of

Ownership and Merger for the purpose of effecting the Merger and to file

the same in the office of the Secretary of State of the State of Delaware,

and to do all other acts and things that may be necessary to carry out and

effectuate the purpose and intent of the resolutions relating to the

Merger; and it is

FURTHER RESOLVED, that the Merger shall be effective upon the date of

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

State of the State of Delaware; and it is

FURTHER RESOLVED, that the appropriate officers of the Company be, and each

hereby is, authorized on behalf of the Company to do all things and to take

any other actions in furtherance of the foregoing resolutions as such

officer may deem necessary or appropriate.

FOURTH: The Company shall be the surviving corporation of the Merger.

FIFTH: The Restated Certificate of Incorporation of the Company as in

effect immediately prior to the effective time of the Merger shall be the

Certificate of Incorporation of the surviving corporation.

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership

and Merger to be executed by its duly authorized officer this 28th day of

September, 2001.

TEXAS INSTRUMENTS INCORPORATED

By: /s/ DANIEL M. DRORY

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Name: Daniel M. Drory

Office: Assistant Secretary