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filename1.htm

    response_letter.htm

    September
      27, 2007

    Via
      Federal Express

    Ms.
      Hanna
      T. Teshome

    Special
      Counsel

    U.S.
      Securities and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      DC  20549-0609

    Re:          Texas
      Instruments Incorporated

    Definitive
      14A

    Filed
      March 9, 2007

    SEC
      File No. 001-03761

    Dear
      Ms.
      Teshome:

    I
      am
      writing in response to your letter dated August 29, 2007, to Texas Instruments
      Incorporated (the "company" or "TI") containing comments on our Definitive
      14A
      filed on Marcy 9, 2007 (“2007 Proxy Statement”).  TI will address your
      comments in future filings as discussed below.   In addition, we
      draw your attention below to selected portions of our 2007 Proxy Statement
      where
      we feel they are relevant to the comment.

    Compensation
      Discussion and Analysis, page 16

    What
      are the objectives of our compensation program, page
      17

    COMMENT
      1:  You state that
      the committee judges performance-based on three specific measures one of which
      is "total shareholder return."  Without further insight into what this
      term means, how it is determined, and how it impacts bonus awards, your
      disclosure is not easily understood.  Please revise your disclosure to
      clarify what constitutes total shareholder return.

    RESPONSE
      1:  As used in the
      Compensation Discussion and Analysis section (“CD&A”) of TI’s 2007 Proxy
      Statement, one- and three-year “total shareholder return” (“TSR”) refers to the
      percentage change in the value of a stockholder’s investment in a company over a
      one-year and a three-year period, as determined by dividends paid and the change
      in the company’s share price during the period.  To the extent the
      Committee continues to use TSR as a performance measure in determining
      compensation for the named executive officers, TI will include a definition
      of
      TSR in its future filings.

      Analysis
        of Compensation Determinations for 2006, page
        21

    COMMENT
      2:  Please expand
      your disclosure to address the committee's analysis of "total compensation"
      and
      how the evaluation of this data resulted in specific awards for 2006 or
      modifications to the manner in which you implement your compensation
      program.

    RESPONSE
      2:  In future
      filings, TI will expand the discussion of total compensation to include, to
      the
      extent applicable, the impact that the Committee’s evaluation of total
      compensation had on the level and form of compensation awarded by the Committee
      to the named executive officer in the reporting year.  For example, if
      the Committee lowers the amount of equity compensation from targeted levels
      as a
      result of its review of an officer’s total compensation, TI will note that fact
      in the CD&A.  If the review of total compensation results in no
      change to the officer’s compensation, TI will include a statement to that
      effect.

    COMMENT
      3:  Please revise the
      compensation discussion and analysis to discuss material differences in
      compensation policies with respect to individual named executive officers in
      accordance with Section II.B.1. of Commission Release No.
      33-8732A.  Refer to the disparity between Mr. Templeton's salary, the
      compensation awarded to him under the performance bonus and profit sharing
      programs and the TI Executive Officer Performance Corporate Incentive Plan,
      and
      the equity awards made on January 19, 2006.  Provide a more detailed
      discussion of how and why Mr. Templeton's compensation differs from that of
      the
      other named executive officers.  If policies or decisions relating to
      a named executive officer are materially different than the other officers,
      please discuss this on an individualized basis.

    RESPONSE
      3:   In
      preparing the CD&A for its 2007 Proxy Statement (“2007 CD&A”), TI
      considered whether there were material differences in its compensation policies
      with respect to the named executive officers and concluded that there were
      no
      material differences.  (For TI’s chairman, the Compensation Committee
      used a different methodology to set base salary, bonus and equity compensation
      than for the other named executive officers, because of limited peer group
      data
      on executive chairmen.  For a description of this methodology, please
      see the 2007 Proxy Statement at pages 21, 22 and 27.)  The differences
      between the named executive officers’ levels of compensation did not result from
      any formula used to achieve those differences.  Instead, the elements
      of compensation were determined separately for each officer applying the factors
      described in the 2007 CD&A.  In future filings, if there are
      material differences in the compensation policies used by the Committee in
      setting the compensation of specific named executive officers, TI will describe
      them; or if there are no such differences, TI will clarify that there are
      none.  In addition, TI will disclose any multiples or other set
      differentials that are applied to derive the officers’ compensation, or clarify
      that they did not play a role in the determinations.

    Assessment
      of 2006 Company Performance, page 23

    COMMENT
      4:  You provide
      little discussion and analysis of the effect of individual performance on
      performance based compensation despite disclosure suggesting it is a significant
      factor considered by the committee.  Please provide additional detail
      and an analysis of how individual performance contributed to actual compensation
      for the named executive officers.  For example, disclose the elements
      of individual performance, both quantitative and qualitative, and specific
      contributions the compensation committee considered in its evaluation, and
      if
      applicable, how the committee weighted and factored them into specific
      compensation decisions.  Please refer to Item 402(b)(2)(vii) of
      Regulation S-K.

    RESPONSE
      4:  Please note that
      in the discussion of the bonus determinations for 2006 (page 24 of the 2007
      Proxy Statement), TI stated that the individual performance assessment for
      each
      officer “was based primarily on the financial performance of the business
      operation for which the officer was responsible and the strategic progress
      of
      the organization for which the officer was responsible.”  Elsewhere in
      the 2007 CD&A, TI noted that the company’s relative performance as compared
      to that of competitors is “[m]ost crucial” in the Compensation Committee’s
      assessment of performance.  (Please see the 2007 Proxy Statement at
      page 17.)  In future filings, TI will specify more clearly the
      relative importance of individual performance as compared to other factors
      such
      as company-level performance and peer group compensation data in the
      determination of base salary, long-term compensation and bonus, as
      applicable.  In addition, to the extent individual performance is a
      significant consideration, TI will confirm that individual performance
      evaluations are based primarily on the performance of the organization for
      which
      the officer is responsible, or it will identify such other principal factors
      as
      may apply.

    COMMENT
      5:  Please disclose
      the necessary targets or performance measures to be achieved in order for your
      named executive officers to earn their incentive compensation.  To the
      extent you believe that such disclosure would result in competitive harm such
      that you may exclude it under Instruction 4 to Item 402(b) of Regulation S-K,
      please provide a detailed supplemental analysis supporting your conclusions
      and
      disclose how difficult or likely it would be for the company or the named
      executive officers to meet those goals.  In discussing how difficult
      it will be for an executive or how likely it will be for you to achieve the
      target levels or other factors, please provide as much detail as necessary
      without providing information that would result in competitive
      harm.  Provide appropriate insight into the factors you considered in
      setting performance related objectives such as assessments of historical
      incentive practice and the incentive parameters set for the relevant fiscal
      period.

    RESPONSE
      5:  In the 2007
      CD&A, TI disclosed the material aspects of all necessary targets and
      performance measures to be achieved with respect to incentive compensation
      for
      2006.  Please see pages 17, 19 and 23 of the 2007 Proxy
      Statement.  Equity compensation awarded in 2006 was not subject to
      targets or performance measures.  For profit sharing, there was a
      performance threshold of 10 percent annual operating margin.  The
      bonus plan for executive officers (the Texas Instruments Executive Officers
      Performance Plan) provides that executive officers can be paid a cash bonus
      under the plan equal to 0.5 percent of the company’s consolidated income as
      defined in the plan, subject to the discretion of the Compensation Committee
      to
      set bonuses at a lower level.  TI stockholders approved the plan,
      including the 0.5 percent formula, in 2002.  In exercising its
      discretion, the Committee has followed a policy of setting total cash
      compensation at a level above the market median if the company performed better
      than competitors, and below the market median if the company performed worse
      than competitors.  The Committee makes this performance assessment at
      the end of the year, focusing on the company’s relative performance on
      specific measures that TI identified in the CD&A.  TI “believe[s]
      this approach is important, as our industry changes rapidly and thresholds
      that
      appear challenging at the beginning of a year could prove to be irrelevant
      by
      year-end.”  (2007 Proxy Statement at page 17.)

    Decisions
      on 2006 Performance Bonuses, page 24

    COMMENT
      6:  Please provide
      additional analysis about how you determined the amount of compensation paid
      under the profit sharing program and the Executive Officer Performance Plan.
      See
      Item 402(b)(1)(v) of Regulation S-K.  Provide a more focused
      discussion that not only sets forth the amount of compensation awarded under
      these programs but also provides substantive analysis and insight regarding
      the
      extent to which you achieved target or maximum levels of performance and how
      achievement of the corporate performance objectives and individual goals
      resulted in specific payouts for 2006.  To the extent the committee
      exercised its discretion in making awards under these programs, as your
      disclosure on page 23 indicates, please disclose the specific exercises of
      discretion in accordance with Item 402(b)(2)(vi) of Regulation
      S-K.

    RESPONSE
      6:  Please see the
      response to Comment 5 above.  In future filings, TI will provide more
      detail concerning the calculation of profit sharing for the reporting year
      and
      explain the role of discretion, if any, in the payment of profit sharing to
      the
      named executive officers.  In addition, TI will explain more clearly
      the relationship between profit sharing and the level of bonus paid to the
      named
      executive officers.  With respect to the Executive Officer Performance
      Plan, there are no minimum or maximum levels of performance or payout formulas,
      except that the plan provides for a payment to each officer equal to 0.5 percent
      of the company’s consolidated income and the Compensation Committee has the
      discretion under the plan to lower the bonus amount to such level, including
      $0,
      as it considers appropriate.  As noted in Response 5 above, the
      Committee in exercising its discretion has focused on the company’s relative
      performance, specifically how the company’s performance compared with that of
      named competitors on certain performance measures that TI identified in the
      CD&A.  If the company’s performance on those measures was superior
      to competitors on those measures, the Committee’s policy has been to set total
      cash compensation above the market median.  If the company’s
      performance is inferior to competitors on those measures, the Committee’s policy
      has been to set total cash below the market median.  In the 2007
      CD&A, TI stated the Committee’s assessment of the company’s relative
      performance on each of the performance measures and the Committee’s conclusion
      that overall performance was above median.  See 2007 Proxy Statement
      at pages 23-25.  In future filings, TI will provide a more focused
      discussion of bonus that relates the Committee’s performance assessment more
      clearly to the level of bonuses awarded.  In addition, if the
      Committee adopts targets, goals and maximum or minimum levels of performance,
      TI
      will disclose them as required by the SEC’s rules.

    COMMENT
      7:  Please discuss
      and analyze how the compensation committee determined the actual number of
      shares underlying the stock option and restricted stock unit awards and describe
      the reasons why you allocated these awards in the proportions reflected in
      columns (i) and (j) of the Grants of Plan Based Award table.  Please
      concisely set forth the rationale for the variances of these awards among the
      named executive officers.  Please refer to Items 402(b)(1)(v) and
      402(b)(2)(iii) of Regulation S-K.

    RESPONSE
      7:  In future
      filings, TI will expand the discussion and analysis of equity compensation
      to
      state more clearly the relative importance of the factors considered in setting
      the equity compensation levels of the named executive officers for the reporting
      year.  In addition, TI will discuss and analyze in greater detail why
      the share amounts were allocated as they were between the forms of equity
      compensation awarded to those officers.

    Potential
      Payments Upon Termination or Change in Control, page
      38

    COMMENT
      8:  Please describe
      and explain how you determine the appropriate payment and benefit levels under
      the various circumstances that trigger payments or provision of benefits under
      the termination or change in control arrangements.  Also, discuss how
      these arrangements fit into your overall compensation objectives and affect
      the
      decisions you made regarding other compensation elements and the rationale
      for
      decisions made in connection with these arrangements. See paragraphs (b)(1)(v)
      and (j)(3) of Item 402 of Regulation S-K.

    RESPONSE
      8:  TI will include
      in its Item 402(j) narrative a description and explanation of how the payment
      and benefits levels were determined, or, if appropriate, TI will provide
      cross-references to other portions of the proxy statement where the benefit
      is described and explained (e.g., the CD&A and the narrative or notes
      relating to the Pension Benefits and Nonqualified Deferred Compensation
      tables).  Similarly, in the Item 402(j) narrative,