SecProbe.io

Mail Stop 6010

July 24, 2006

Mr. Kevin P. March
Chief Financial Officer
Texas Instruments, Inc.
12500 TI Boulevard
P.O. Box 660199
Dallas, Texas 75266

 Re: Texas Instruments, Inc.
Form 10-K for the Year Ended De cember 31, 2005 and related filings
Form 10-Q for the Quarter Ended March 31, 2006
File No.  001-03761

Dear Mr. March:

We have reviewed your filing and have the following comments.  We have limited our
review of your filing to those it ems we have addressed in our comments.  Where indicated, we
think you should revise your documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Texas Instruments, Inc.
Mr. Kevin P. March
July 24, 2006 Page 2
Form 10-K for the Year Ended December 31, 2005

Texas Instruments 2005 Annual Report

Note 1.  Description of Business and Significant Accounting Po licies and Procedures, page 11

-Revenue Recognition, page 12

1. Please revise this note in future filings to disclose the rights you grant to your distributors, such as the rights of return, the rights to price ad justments, etc.  Explain how
you are able to reliably estimate the expected ev ents in order to establish allowances and
recognize revenue upon deliver y to the distributor.

2. We note that you may grant adjustments to your distributors in specific competitive situations that are a pplied to their accounts, but do not  change the pricing to these
distributors.

• Please tell us and revise your future filings to explain the nature of the adjustments
made to your distributors’ accounts and how you account for these adjustments.
• Explain to us how these adjustments do not ch ange your pricing to the distributors.
• Cite the accounting guidance relied upon and how you applied this guidance to your
specific situation   Refer to SAB Topic 13 and EITF 01-09.

Management’s Discussion and Analys is of Financial Condition, page 45

-2005 Compared with 2004 - Detail  of Financial Results, page 48

3. We note that you present a 2005 effective tax rate excluding discrete tax items.  In future
filings, when presenting similar non-GAAP meas ures, please provide all the disclosures
required by Item 10(e) of Regul ation S-K and comply fully with the guidance provided in
the Division of Corporation Finance Frequently Asked Ques tions Regarding the Use of
Non-GAAP Financial Measures.  Otherwise, re vise future filings to only present an
effective rate based on your GAAP results and discuss the special or discrete tax events
reflected in that rate

Form 10-Q for the Quarter Ended March 31, 2006

Note 1.  Description of Business and Significant Accounting Po licies and Practices, page 8

4. We note that you disclose that you recorded  a charge of $5 million of in-process R&D
expenses based on the results of a third-party appraisal.  Please note that if in future
periods you intend to incorporate your Form  10-K by reference into a registration
statement, you will be required to identify the appraiser and include its consent pursuant
to Securities Act Rule 436.  Otherwise, you may revise the filing, as appropriate.

Texas Instruments, Inc.
Mr. Kevin P. March
July 24, 2006 Page 3
Note 2.  Discontinued Operations, page 8

5. We note that you entered into an agreement on January 9, 2006 to sell substantially all of
assets of the Sensors & Controls segment to an affiliate of Bain Capital, LLC for $3 billion in cash and that you reported the resu lts of operations of the former Sensors &
Controls business as discontinued operations within your statement of operations.  We further note from your Form 8-K filed on Janua ry 11, 2006 that you will enter into certain
cross-license agreements for technology and intellectual property with the acquirer
following the closing of this transaction for purposes of continuing the conduct of their
respective businesses.

• Please tell us and revise your future filing fi lings to describe your level of continuing
involvement in the on-going operations of th e Sensors & Controls business after the
completion of the transaction
• Please also discuss if you have or will elim inate the operations and cash flows of the
Sensors & Controls business from your ongoi ng operations.  Refer to the guidance in
paragraph 42 of SFAS 144.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Texas Instruments, Inc.
Mr. Kevin P. March
July 24, 2006 Page 4
You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3671 if you have questions regarding these comments.

       S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant