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CORRESP
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      Registrant's Reply to SEC Comment Letter

      August
        7,
        2006

      Via
        Federal Express

      Mr.
        Martin F. James

      Sr.
        Assistant Chief Accountant

      U.S.
        Securities and Exchange Commission

      450
        Fifth
        Street NW

      Washington,
        DC 20549-0609

      Re:
         Texas
        Instruments Incorporated

      Form
        10-K
        for the Year Ended December 31, 2005

      and
        related filings

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

      SEC
        File
        No. 001-03761

      Dear
        Mr.
        James:

      I
        am
        writing in response to your letter dated July 24, 2006 to Texas Instruments
        Incorporated (the "company" or "TI") containing comments on our Form
        10-K
        for the year ended December 31, 2005, and Form 10-Q for the quarter ended
        March 31, 2006. As you will note below, TI has addressed your comments in
        its Form 10-Q for the quarter ended June 30, 2006, or will do so in its Form
        10-K for the year ended December 31, 2006, as appropriate, and intends to
        include similar disclosures, revised as appropriate, in filings for relevant
        subsequent periods.

      Form
        10-K for the Year Ended December 31, 2005

      Texas
        Instruments 2005 Annual Report

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

      -Revenue
        Recognition, page 12

      COMMENT
        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 adjustments,
        etc. Explain how you are able to reliably estimate the expected events in
        order
        to establish allowances and recognize revenue upon delivery to the
        distributor.

      RESPONSE
        1:
        We will
        revise this note as requested in future filings.

      In
        the
        meantime, we offer the explanation below of how we are able to reliably estimate
        expected events in order to establish allowances and recognize revenue upon
        delivery to the distributor. Please note that the portion of our consolidated
        net revenue resulting from sales to distributors historically ranges from
        25% to
        30%.

      We
        sell
        our products to distributors at standard published prices, although, as you
        observe, we have certain programs in which distributors may participate at
        our
        discretion. Revenue is recorded at the time of shipment to distributors net
        of
        estimated allowances for each of these programs. At the time of shipment,
        title
        transfers to the distributor and payment from the distributor is due on our
        standard commercial terms; payment terms are not contingent upon the
        distributor’s resale of the product. A brief description of each program and our
        method of estimating the related allowance follows:

            ·

              Price
                adjustment credits for certain resales:  Under this program, we
                may grant a distributor price adjustment credits up to an agreed
                quantity
                for specific resales of TI products to a specific end customer. In
                order
                to receive price adjustment credits, the distributor must provide
                details
                regarding the specific price competition they are facing, including
                the
                product, the end customer, the competitor offering the competitive
                pricing, the forecasted quantity of product subject to the competitive
                pricing, and the price requested. To estimate allowances for these
                price
                adjustment credits, we use statistical percentages of revenue, determined
                quarterly based upon recent historical claim trends.  We record these
                allowances as a reduction to revenue when the products are shipped.
                Approved allowances are tracked individually by distributor, part
                number
                and quantity.

            ·

              Scrap
                allowance:  Under this program, distributors can reduce their
                slow-moving or obsolete inventory and receive a credit from us for
                that
                inventory. To estimate allowances for scrap, we use a negotiated
                fixed
                percentage of purchases for each distributor. We record these allowances
                as a reduction to revenue when the products are shipped. For the
                most
                part, allowances occur on a quarterly
                basis.

            ·

              Price
                protection: Under this program, if we post a new standard published
                price
                for a TI product that is below the price paid by a distributor for
                the
                same product in distributor on-hand inventory, we may credit the
                distributor for the difference between those prices. The estimated
                allowance recorded for this program is determined by the identified
                product price difference rather than on a statistical
                basis.

      We
        believe we can reasonably and reliably estimate allowances for these programs
        in
        a timely manner because:

            ·

              Historical
                claims data are maintained for each of the programs, with differences
                among geographic regions taken into consideration.

            ·

              We
                continually monitor the actual claimed allowances against our estimates,
                and we adjust our estimate as appropriate to reflect trends in distributor
                revenue and inventory levels.  Allowances are also adjusted when
                recent historical data does not represent anticipated future
                activity.

            ·

              We
                have long-term relationships with our distributors, which provide
                a
                reasonable basis for our estimates (more than three-fourths of our
                distributor revenue comes from distributors with which we have had
                a
                relationship for more than five years).

      COMMENT
        2:
        We note
        that you may grant adjustments to your distributors in specific competitive
        situations that are applied 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 change 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.

      RESPONSE
        2: As
        noted
        in our response to comment 1 above, we sell our products to distributors
        at
        standard published prices. Distributors are required to pay for the products
        within our standard commercial terms, which are generally 30 days. At our
        discretion, we may make exceptions to the standard published rates in the
        form
        of price adjustment credits for distributor resales in certain circumstances.

      To
        qualify for the price adjustment credits, the distributor must provide details
        regarding the specific price competition they are facing, including the product,
        the end customer, the competitor offering the competitive pricing, the
        forecasted quantity of product subject to the competitive pricing, and the
        price
        requested.  These requests from the distributor must be made prior to
        shipment to the end customer.  Only after the product is shipped to the end
        customer may the distributor claim the price adjustment credits.  An
        approved price adjustment credit is valid for a fixed period, typically 90
        days.

      The
        price
        adjustment credits do not result in a change in the standard published
        price list under which the majority of products are sold to
        distributors.

      The
        price
        adjustment credits are accounted for as a reduction of
        revenue.

      To
        account for these price adjustment credits, we consider the guidance of Staff
        Accounting Bulletin (SAB) Topic 13A, which requires that the seller’s price to
        the buyer be fixed or determinable as a criterion for revenue recognition.
        Footnote 5 to SAB Topic 13A states that “paragraphs 26-33 of [Statement of
        Position (SOP)] SOP 97-2 [Software
        Revenue Recognition]
        discuss
        how to apply the ‘fixed or determinable’ fee criterion in software transactions.
        The [SEC] staff believes that the guidance in paragraphs 26 and 30-33 is
        appropriate for other sales transactions where authoritative guidance does
        not
        otherwise exist.”

      Paragraph
        30 of SOP 97-2 identifies factors that should be considered in evaluating
        the
        fixed or determinable fee criterion in connection with reseller (i.e.,
        distributor) arrangements. Some of the relevant considerations with respect
        to
        our distributor programs are:

            ·

              There
                have been no historical business practices, informal communications,
                competitive pressures, or payment patterns indicating that payment
                is
                substantially contingent on the distributors’ resale of the
                product.

            ·

              Our
                distributors are generally large global or regional companies that
                are not
                undercapitalized and sell products from a wide range of
                manufacturers.

            ·

              There
                is no general right of return. Distributors are compensated for damaged
                or
                obsolete products according to the scrap allowance program described
                above.

      We
        also
        consider the guidance of Emerging Issues Task Force (EITF) Issue No. 01-9,
        “Accounting
        for Consideration Given by a Vendor to a Customer (Including a Reseller of
        the
        Vendor's Products)”
        -
        particularly Issues 1, 4 and 6.  Price adjustment credits given to
        distributors (through the issuance of credit memos or credits on future
        purchases) are recorded as a reduction of our product revenue as of the date
        at
        which the related revenue is recognized.

      We
        have
        determined that we are able to make timely and reliable estimates of pricing
        allowances as demonstrated in our response to comment 1 above. Additionally,
        we
        believe we have appropriate internal controls and adequate books and records
        that will allow us to timely identify issues that may necessitate changes
        in
        estimates.  Therefore, we have concluded that  prices are fixed or
        determinable on the date the shipments are made and pricing allowances are
        recorded based on our ability to make timely and reliable estimates of the
        allowances to be processed under the distributor programs.

      We
        will
        revise this note as requested in future filings.

      Management’s
        Discussion and Analysis of Financial Condition, page 45

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

      COMMENT
        3:
        We note
        that you present a 2005 effective tax rate excluding discrete tax items.
        In
        future filings, when presenting similar non-GAAP measures, please provide
        all
        the disclosures required by Item 10(c) of Regulation S-K and comply fully
        with
        the guidance provided in the Division of Corporation Finance Frequently Asked
        Questions Regarding the Use of Non-GAAP Financial Measures. Otherwise, revise
        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.

      RESPONSE
        3:
        We are
        cognizant of the requirements of Item 10(e) of Regulation S-K and intend
        to
        comply fully with the guidance provided in the Division of Corporation Finance
        Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.
        However, in this case we respectfully disagree with the SEC staff’s
        interpretation of this presentation as a non-GAAP measure. We do concede
        that
        the language we used may have caused confusion.

      The
        language we used implied that the effective tax rate includes discrete items:
        “…excluding the effect of the discrete tax items, the effective tax rate for
        2005 was 25 percent." What was intended was a discussion of the effective
        tax
        rate, which, by definition, excludes the effect of discrete tax items. A
        better
        worded disclosure would have been, “The effective tax rate for 2005, which, by
        definition, does not include discrete tax items, was 25 percent,” or “The
        effective tax rate for 2005, which, by definition, does not include taxes
        related to significant unusual or extraordinary items, was 25
        percent.”

      Accounting
        Principles Board (APB) Opinion No. 28, “
        Interim Financial Reporting”
        (Para
        19), requires that companies calculate their interim period income taxes
        based
        on an estimate of the annual effective tax rate applied to “ordinary” income.
        Specifically, the guidance in paragraph 19 is to exclude from the estimated
        annual effective tax rate calculation taxes related to “significant unusual or
        extraordinary items that will be separately reported or reported net of their
        related tax effect.” FASB Interpretation 18, “Accounting
        for Income Taxes in Interim Periods - An Interpretation of APB Opinion No.
        28”
(Para
        16), reinforces this point by requiring those items that do not affect the
        estimated annual effective tax rate calculation be recognized in the interim
        period in which they occur. We believe that this guidance supports our position
        that taxes (or benefits) that do not relate to "ordinary income" in the current
        year generally should be accounted for discretely in the period in which
        they
        occur and be excluded from the effective tax rate calculation.

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

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

      COMMENT
        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 For