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CORRESP
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    responseltr.htm

    February
      26, 2008

    Via
      Federal Express

    Mr.
      Tim
      Buchmiller

    Senior
      Attorney, Division of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F Street, NE

    Washington,
      DC 20549

    Re:
      Texas
      Instruments Incorporated

    Annual
      Report for the Fiscal Year Ended
      December 31, 2006 on Form 10-K File No. 001-3761

    Dear
      Mr.
      Buchmiller:

    I
      am
      writing in response to your letter dated February 14, 2008 to Texas Instruments
      Incorporated containing comments on our Form 10-K for the year ended December
      31, 2006.  As you will note below, we will address your comments in
      our Form 10-K for the year ended December 31, 2007, as
      appropriate.  We intend to include similar disclosures, revised as
      appropriate, in our filings for relevant subsequent periods.

    COMMENT
      1: We have reviewed your response to our prior comment.  In your
      future filings, as applicable, please expand your disclosure to further clarify
      the nature of the securities that you hold.  For example, although you
      have disclosed that your asset-backed fixed income securities are divided about
      equally between mortgage-backed securities secured by “non-subprime mortgage
      pools” and “non-mortgage-related asset-backed commercial paper,” please disclose
      what type of mortgage pools, and what type of other assets, back the securities
      that you hold.

    RESPONSE
      1:  We will expand our disclosure as requested in future
      filings.  For example, in Note 3 to our financial statements for the
      fiscal year ended December 31, 2007, we have added a table and related narrative
      disclosure that more fully describes the assets underlying our cash equivalents
      and short-term investments.

    COMMENT
      2:  It also appears from footnote 3 to your financial statements
      for the year ended December 31, 2006 that approximately $1.68 billion of your
      cash equivalents and short-term investments were held in “auction-rate
      securities.”  In your future filings, as applicable, please clearly
      discuss the nature of the material aspects of those securities as necessary
      to
      provide your investors with information necessary for a clear understanding
      of
      your balance sheet items.  For example, as appropriate, identify the
      nature of the auction-rate securities that you hold, the credit rating of those
      securities, indicate what factors may affect the value or liquidity of those
      securities, disclose how the interest rates on those investments will be
      determined and any material risks.  Also, if those securities are
      reasonably likely to affect your financial condition in a material way, please
      expand your discussion and analysis as applicable in future filings to provide
      your investors with information necessary for a clear understanding of the
      trend
      or uncertainty.  Refer to Item 303(a) of Regulation
      S-K.  Also add any appropriate disclosure required by Item 305 of
      Regulation S-K.

    RESPONSE
      2:  We will expand our disclosure as requested in future
      filings.  For example, in Notes 3 and 17 to our financial statements
      for the fiscal year ended December 31, 2007, and the Liquidity and Capital
      Resources and Quantitative and Qualitative Disclosures about Market Risk
      sections of our accompanying MD&A disclosure, we have added a discussion of
      auction-rate securities that includes the risks associated with holding such
      securities and our expectations regarding the potential impact of these risks
      on
      our financial condition.

    COMMENT
      3:  In your future filings, as applicable, revise the “Critical
      Accounting Policies” section of “Management’s Discussion and Analysis” to
      discuss the material accounting estimates and assumptions you make in valuing
      the auction-rate securities that you hold.  Describe the process by
      which you determine the value of those securities, the levels of judgment
      involved and the susceptibility of the resulting value to changes in your
      estimates and assumptions.

    RESPONSE
      3:  We accounted for our investments in auction-rate securities
      held as of December 31, 2007, at fair value based on readily-available market
      prices or third-party broker quotes.  We did not adjust for or apply
      any additional assumptions or estimates to the pricing information we received
      from brokers.  The pricing information we received from brokers
      utilized market participant data, and therefore we believe it was the most
      reliable information available regarding the value of our auction-rate
      securities.  Accordingly, we do not believe it is appropriate to add a
      discussion disclosing the estimates and assumptions used to value our
      auction-rate securities to the  “Critical Accounting Policies” section
      of our Form 10-K for 2007.

    We
      have
      revised Note 3 to our financial statements in our Form 10-K for 2007 to disclose
      that these investments are stated at fair value based on market prices or broker
      quotes, and we will include similar disclosure in future filings, as
      appropriate.

    Third-party
      broker quotes currently are not available for purposes of valuing our auction
      rate securities; should that condition persist, we will consider whether we
      should expand our Critical Accounting Policies disclosure beginning with our
      first-quarter 2008 Form 10-Q.

    We
      trust
      that the above information will be sufficient for your purposes.  If you
      have any questions, please call Charlie Miller of Texas Instruments at
      214-480-6707.

      Very
        truly yours,

      /s/
        Kevin P.
        March

      Kevin
        P.
        March

      Senior
        Vice President and

      Chief
        Financial Officer