TEXAS INSTRUMENTS INC
10-Q, 1996-04-19
ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP)
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                      SECURITIES AND EXCHANGE COMMISSION


                                Washington, D.C.

                                     20549



                                   FORM 10-Q




                  QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 1996            Commission File Number 1-3761



                        TEXAS INSTRUMENTS INCORPORATED
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)



        Delaware                                      75-0289970
- ------------------------                  ------------------------------------
(State of Incorporation)                  (I.R.S. Employer Identification No.)




	13500 North Central Expressway, P.O. Box 655474, Dallas, Texas    75265-5474
	-----------------------------------------------------------------------------
	(Address of principal executive offices)                           (Zip Code)


        Registrant's telephone number, including area code 214-995-3773
        ---------------------------------------------------------------

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes   X    No      
                                                     ----      ----

                                189,485,635
- -----------------------------------------------------------------------------
             Number of shares of Registrant's common stock outstanding
                             as of March 31, 1996 




                            PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements.
- ------------------------------
<TABLE>
<CAPTION>

                                   TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                                          Consolidated Financial Statements
                                 (In millions of dollars, except per-share amounts.)

                                                                                 For Three Months Ended 
                                                                                  Mar. 31       Mar. 31  
Income                                                                             1996          1995   
- ------                                                                           --------      -------- 
<S>                                                                               <C>           <C>
Net revenues................................................................      $ 3,076       $ 2,862 
Operating costs and expenses:
  Cost of revenues..........................................................        2,187         1,903 
  Research and development..................................................          263           213 
  Marketing, general and administrative.....................................          429           402 
                                                                                 --------      -------- 
    Total...................................................................        2,879         2,518 
                                                                                 --------      -------- 
Profit from operations......................................................          197           344 
Other income (expense) net..................................................           55            17 
Interest on loans...........................................................           12            13 
                                                                                 --------      -------- 
Income before provision for income taxes....................................          240           348 
Provision for income taxes..................................................           77           118 
                                                                                 --------      -------- 
Net income..................................................................      $   163       $   230 
                                                                                 ========      ======== 
Earnings per common and common equivalent share.............................      $  0.84       $  1.21 

Cash dividends declared per share of common stock...........................      $  0.17       $  .125 

Cash Flows
- ----------
Net cash provided by (used in) operating activities.........................      $   (72)      $   233 

Cash flows from investing activities:
  Additions to property, plant and equipment................................         (542)         (223)
  Purchases of short-term investments.......................................           (7)         (164)
  Sales and maturities of short-term investments............................          144           268 
  Proceeds from sale of business............................................          120            -- 
                                                                                 --------      -------- 
Net cash used in investing activities.......................................         (285)         (119)

Cash flows from financing activities:
  Addition to long-term debt................................................          300            -- 
  Dividends paid on common stock............................................          (32)          (23)
  Sales and other common stock transactions.................................            3            26 
  Other.....................................................................            9            27 
                                                                                 --------      -------- 
Net cash provided by financing activities...................................          280            30 
Effect of exchange rate changes on cash.....................................           (8)           13 
                                                                                 --------      -------- 
Net increase (decrease) in cash and cash equivalents........................          (85)          157 
Cash and cash equivalents, January 1........................................        1,364           760 
                                                                                 --------      -------- 
Cash and cash equivalents, March 31.........................................      $ 1,279       $   917 
                                                                                 ========      ======== 
</TABLE>




                                              2


<TABLE>
<CAPTION>

                       TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                     (In millions of dollars, except per-share amounts.)

                                                                        Mar. 31      Dec. 31    
Balance Sheet                                                             1996         1995     
- -------------                                                           -------      -------    
<S>                                                                     <C>          <C>
Assets
Current assets:
  Cash and cash equivalents..........................................   $ 1,279      $ 1,364    
  Short-term investments.............................................        52          189    
  Accounts receivable, less allowance for losses of
    $60 million in 1996 and $45 million in 1995......................     2,057        2,320    
  Inventories:
    Raw materials....................................................       248          299    
    Work in process..................................................       723          607    
    Finished goods...................................................       376          434    
    Less progress billings...........................................      (196)        (205)   
                                                                        -------      -------    
      Inventories (net of progress billings).........................     1,151        1,135    
                                                                        -------      -------    
  Prepaid expenses...................................................        65           57    
  Deferred income taxes..............................................       464          453    
                                                                        -------      -------    
    Total current assets.............................................     5,068        5,518    
                                                                        -------      -------    
Property, plant and equipment at cost................................     6,040        5,631    
  Less accumulated depreciation......................................    (2,524)      (2,444)   
                                                                        -------      -------    
    Property, plant and equipment (net)..............................     3,516        3,187    
                                                                        -------      -------    
Deferred income taxes................................................       226          229    
Other assets.........................................................       312          281    
                                                                        -------      -------    
Total assets.........................................................   $ 9,122      $ 9,215    
                                                                        =======      =======    

Liabilities and Stockholders' Equity
Current liabilities:
  Loans payable and current portion long-term debt...................   $    37      $    27    
  Accounts payable...................................................       984        1,110    
  Accrued and other current liabilities..............................     1,576        2,051    
                                                                        -------      -------    
    Total current liabilities........................................     2,597        3,188    
                                                                        -------      -------    
Long-term debt.......................................................     1,105          804    
Accrued retirement costs.............................................       833          801    
Deferred credits and other liabilities...............................       356          327    

Stockholders' equity:
  Preferred stock, $25 par value. Authorized - 10,000,000 shares.
    Participating cumulative preferred. None issued..................        --           --    
  Common stock, $1 par value. Authorized - 300,000,000 shares.
    Shares issued: 1996 - 189,626,360; 1995 - 189,526,939............       190          190    
  Paid-in capital....................................................     1,083        1,081    
  Retained earnings..................................................     3,012        2,881    
  Less treasury common stock at cost.
    Shares: 1996 - 140,725; 1995 - 138,129...........................       (12)         (12)   
  Other..............................................................       (42)         (45)   
                                                                        -------      -------    
    Total stockholders' equity.......................................     4,231        4,095    
                                                                        -------      -------    
Total liabilities and stockholders' equity...........................   $ 9,122      $ 9,215    
                                                                        =======      =======    
</TABLE>




                                         3


                  TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                         Notes to Financial Statements

Earnings per common and common equivalent share are based on average common 
and common equivalent shares outstanding (194.2 and 190.9 million shares for 
the first quarters of 1996 and 1995).  Shares issuable upon exercise of 
dilutive stock options and upon conversion of dilutive convertible debentures 
are included in average common and common equivalent shares outstanding.

On February 2, 1996, the company issued $300 million of 6.125 percent notes 
due 2006.

Beginning in 1996, the company has made reclassifications to its statement of 
income to conform with current industry practices.  Research and development 
expense, which was previously included in cost of revenues, is now presented 
separately.  Also, employees' retirement and profit sharing plans expense, 
previously separately reported, is now allocated throughout operating costs 
and expenses, consistent with other employee benefit costs.  Prior year 
amounts have been reclassified to conform with the 1996 presentation.

Following are relevant portions of the statements of income for the last
three quarterly periods of 1995 on a reclassified basis:

<TABLE>
<CAPTION>
                                         For Three Months Ended
                                      -----------------------------
                                      June 30    Sept. 30   Dec. 31
                                        1995       1995      1995
                                      -------    --------   -------
<S>                                   <C>        <C>        <C>
Net revenues........................  $3238      $3425      $3603

Operating costs and expenses:
 Cost of revenues...................   2148       2322       2381
 Research and development...........    215        221        279
 Marketing, general and
  administrative....................    472        445        534
                                      -----      -----      -----
  Total.............................   2835       2988       3194
                                      -----      -----      -----

Profit from operations..............  $ 403      $ 437      $ 409
                                      =====      =====      =====
</TABLE>

The statements of income, statements of cash flows and balance sheet at
March 31, 1996, are not audited but reflect all adjustments which are of a
normal recurring nature and are, in the opinion of management, necessary to
a fair statement of the results of the periods shown.



                                     4

ITEM 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations.

The Registrant (the "company" or "TI") announced quarterly financial 
results that were significantly impacted by accelerated declines in prices 
of dynamic random access memory (DRAM) chips, and lower royalty revenues.

While the current DRAM market is volatile, demand for most of TI's 
differentiated products remains strong, particularly digital signal 
processing solutions, mixed-signal/analog, and telecommunications.  TI 
continues to believe that the fundamental end-equipment markets of the 
electronics industry remain healthy, providing sustainable long-term growth 
opportunities. 

FINANCIAL SUMMARY 

Net revenues for the first quarter of 1996 were $3076 million, up seven 
percent from the first quarter of 1995, but down sequentially from the 
record fourth quarter of 1995.  The increase resulted primarily from growth 
in semiconductors and personal productivity products revenues.

Profit from operations for the quarter was $197 million, compared with $344 
million in the first quarter of 1995.  Net income for the quarter was $163 
million, compared to $230 million in the first quarter of 1995.  Earnings per 
share were $0.84, compared with $1.21 in the first quarter of 1995.

TI's financial results were adversely affected by sharp and unprecedented 
DRAM price declines in the first quarter.  Prices dropped due to excess 
inventory in the market, which particularly impacted TI's March revenues.  
TI's joint ventures, which share in the risks and rewards of DRAM 
production, help reduce the effect of market volatility on the company.  
However, these supply arrangements were not able to fully comprehend an 
environment such as the first quarter of 1996, in which average unit prices 
for DRAMs dropped by 30 to 50 percent. 

SEMICONDUCTORS

Semiconductor orders in the first quarter of 1996 declined primarily because 
of the weakness in DRAM pricing.  Semiconductor revenues were up from year-
ago levels, but down sequentially because of lower DRAM pricing.

In contrast, orders for digital signal processing solutions (DSPS) grew 
strongly in the quarter, with digital signal processors reaching an all-time 
high.  TI continues to see strong demand from modem, hard disk drive, and 
telecommunications manufacturers.

In view of the substantial market opportunity for DSPS, TI has stepped up 
investments in new product development, marketing support and process 
technology.  The company also plans to increase investments in the mixed-
signal/analog market in 1996 to further strengthen TI's leadership in DSPS.

Demand for mature advanced systems logic (ASL) products remains soft, but 
demand for new ASL products is strong, and activity for design-ins remains 
high.






                                     5

The company continues its emphasis on operational excellence and 
productivity improvements to achieve the equivalent output of an additional 
wafer fabrication facility during 1996 -- for the third consecutive year.  
Additionally, TI is in the process of implementing a "super-shrink" for 16-
megabit DRAMs, which will be in production in the second half of 1996.  This 
effort, together with improvements in manufacturing, will keep TI among the 
leaders in process technology.

DEFENSE SYSTEMS & ELECTRONICS

Orders increased in TI's defense systems and electronics business, which 
maintained stable margins on slightly lower revenues.  During the quarter, 
the TI/Martin Marietta joint venture received its third low-rate initial 
production contract for Javelin antitank weapon systems.  Javelin is the 
world's first "fire and forget" infantry system of this type.  

Continuing its leadership in the defense industry's move toward commercial 
practices, TI became the first contractor to complete a "block change" as 
authorized under a December 1995 Defense Department directive.  In this 
change, 65 cumbersome specifications for the assembly process, affecting all 
of TI's prime contracts with the U.S. Department of Defense, have been 
replaced by eight streamlined, commercial standards.  Moves like these allow 
TI to further strengthen cost competitiveness.

MATERIALS AND CONTROLS 

Revenues in TI's materials and controls business were up from the first 
quarter of 1995, reflecting strength in the U.S. automotive business and 
generally higher volumes in the worldwide climate and appliance markets.

PERSONAL PRODUCTIVITY PRODUCTS

Strong sales of the Extensa( line of mobile computers were primarily 
responsible for record quarterly revenues in TI's personal productivity 
products business.  Mobile computing product revenues more than tripled over 
the comparable period of 1995, with significant new business wins in the 
distribution segment and at direct corporate accounts.  The calculator 
business continues to gain strength in its leadership position in the 
instructional market.

EMERGING OPPORTUNITIES 

During the quarter, TI's digital imaging business reached a milestone by 
shipping the first production units of Digital Light Processing( (DLP)( 
subsystems to support customer plans for market introduction of commercial 
projectors.

Revenues in TI's software business were up moderately from the first quarter 
of 1995, due primarily to strength in Europe.  During the first quarter of 
1996, the business announced the commercial release of WebCenter(, which, 
together with Composer(, enables customers to build, deploy and access 
enterprise-scale applications via the Internet. 







                                     6

SUMMARY

TI's plans for 1996 are based on continued healthy growth of the worldwide 
PC market, despite some dislocations at individual manufacturers and higher 
inventories of semiconductors.  Overall end-equipment demand continues to 
grow above historical trends.

The long-term outlook for the worldwide semiconductor market remains 
positive.  However, because of the sharp decline in DRAM prices, growth in 
1996 will be less than the 20 percent previously projected for the year.  In 
this environment, TI will manage capital spending, R&D and other expenses as 
market needs dictate.

Despite the mixed patterns in the semiconductor market, TI's position in 
terms of strategic products, customer relationships, and core technologies 
remains strong.  The company will continue to apply its broad capabilities to 
create digital solutions for the emerging networked society. 










































                                      7

ADDITIONAL FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                          Change in orders,       Change in net revenues,
Segment                   1Q96 vs. 1Q95           1Q96 vs. 1Q95
- -------                   -----------------       -----------------------

<S>                       <C>                     <C>
Components                down 10%                up 5%
Defense Systems &         up 13%                  down 2%
  Electronics
Digital Products          up 19%                  up 35%
Total                     down 4%                 up 7%
</TABLE>

TI's orders for the first quarter of 1996 were $3194 million, compared with 
$3311 million in the same period of 1995.  The decrease was due primarily to 
DRAM pricing.  The increase in defense systems and electronics orders was due to
volume and timing of new orders.  Mobile computing accounted for most of the 
increase in digital products.

TI's revenues for the first quarter of 1996 were $3076 million, compared 
with $2862 million in the same period of 1995.  The increase in components 
segment revenues resulted from higher semiconductor revenues.  Digital 
products revenues were up primarily due to increased shipments of mobile 
computers.

Profit from operations for the first quarter of 1996 decreased 43 percent 
over the year-ago period, to $197 million, primarily because of the drop in 
DRAM prices and lower royalty revenues.  Royalty revenues in first-quarter 
1996 were lower, primarily due to the previously reported expiration of 
semiconductor patent licenses at the end of 1995, principally the license 
with Samsung Electronics Co., Ltd.  First-quarter 1995 royalty revenues 
included a favorable adjustment of $36 million related to higher-than-
estimated licensee shipments in the second half of 1994.

First-quarter 1996 results include moderate non-operating gains on the sale 
of TI's custom manufacturing business, the sale of certain non-strategic 
investments and non-loan interest adjustments.

TI has reached an agreement with OKI Ltd. on the principal terms and 
conditions of a ten-year worldwide semiconductor cross-license.  When 
executed, the new agreement will be effective as of April 1, 1996, the first 
date after expiration of a similar five-year agreement between the parties.

The agreement recognizes the patents of both parties and is consistent with 
TI's objective of receiving fair value for its technology.  Under the 
agreement, OKI will pay ongoing royalties to TI based on OKI's worldwide 
sales of integrated circuit products.  The royalty rates under the new 
agreement are slightly lower than the rate under the prior agreement in 
recognition of the longer license term.

Negotiations continue with other companies for renewal of expired licenses. 
However, these negotiations by their nature are not predictable as to 
outcome or timing.




                                    8

Components segment profit was down considerably over the first quarter of 
1995, primarily due to abrupt price declines in DRAMs and lower royalty 
revenues.

The digital segment operated at a loss during the quarter, somewhat larger 
than a year ago, primarily due to continued high marketing investments and 
new product development in mobile computing, and communications and 
electronic systems.  However, the loss narrowed from the fourth quarter of 
1995.

The income tax rate for the first quarter of 1996 was 32 percent, which is 
the current estimate of the rate for the full year.

During the quarter, cash and cash equivalents plus short-term investments 
decreased by $222 million to $1331 million.  Net cash provided by operating 
activities was negatively impacted by the pay-out of 1995 profit sharing and 
higher than normal receivables caused by the timing of first quarter 
shipments.  TI received a $120 million cash payment from the sale of its 
custom manufacturing business.  On February 2, 1996, TI issued $300 million 
of 6.125 percent notes due 2006.  The debt-to-total-capital ratio was .21, up 
 .04 from the year-end 1995 value of .17.

TI's backlog of unfilled orders as of March 31, 1996, was $4554 million, up 
$26 million from the end of 1995 and up $208 million from the first quarter 
of 1995.  Most of the increases were from defense systems and electronics, 
and semiconductors, which more than offset adjustments to the backlog 
related to the sale of the custom manufacturing business.

TI R&D was $263 million in the first quarter of 1996, compared with $213 
million in the first quarter of 1995.  The increase was driven primarily by 
investments in semiconductor products.

Capital expenditures in the first quarter of this year were $542 million, 
compared with $223 million in the first quarter of 1995.

Depreciation in the first quarter of 1996 was $190 million, compared with 
$176 million in the year-ago period.

Return on invested capital (ROIC) and return on common equity (ROCE) are 
measures TI uses to monitor progress in building shareholder value.  For the 
four quarters ending March 31, 1996, ROIC was 21.5 percent, and ROCE was 
27.2 percent.  In the four quarters ending March 31, 1995, ROIC was 20.9 
percent and ROCE was 27.4 percent.


Trademarks:  Composer, Digital Light Processing, DLP, Extensa, and WebCenter 
are all trademarks of Texas Instruments Incorporated.













                                     9

                        PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

On April 10, 1996, Samsung Electronics Co., Ltd ("Samsung") filed a 
lawsuit in the District Court of Fort Bend County, Texas, 268th Judicial 
District, against Registrant seeking an unspecified amount of damages, 
alleging that Registrant made fraudulent or negligent misrepresentations 
to Samsung during the 1990 round of semiconductor licensing negotiations. 
Samsung alleges that Registrant's negotiators, verbally and in writing, 
assured Samsung that the terms and conditions of Samsung's license would 
be no worse than the terms and conditions in the Registrant's license agreement
with Toshiba Corporation.  

<TABLE>
<CAPTION>

ITEM 6.  Exhibits and Reports on Form 8-K.

          (a)  Exhibits

               Designation of
                 Exhibits in
                 this Report           Description of Exhibit
               --------------      -----------------------------
                    <S>            <C>

                    11             Computation of primary and
                                   fully diluted earnings per
                                   common and common equivalent
                                   share.

                    12             Computation of Ratio of
                                   Earnings to Fixed Charges and
                                   Ratio of Earnings to Combined
                                   Fixed Charges and Preferred
                                   Stock Dividends.

                    27             Financial Data Schedule
</TABLE>
          (b)  Reports on Form 8-K

The Registrant filed the following reports on Form 8-K with the Securities 
and Exchange Commission during the quarter ended March 31, 1996:  Form 8-K 
dated January 2, 1996, which included a news release regarding the 
Registrant's patent infringement suit against Samsung; Form 8-K dated 
January 18, 1996, relating to the 1996 Annual Meeting of Stockholders of 
the Registrant; Form 8-K dated January 24, 1996, which included a news 
release regarding the Registrant's 1995 financial results; Form 8-K dated 
January 25, 1996, which included a form of note and a table of computation 
of ratio of earnings to fixed charges and ratio of earnings to combined 
fixed charges and preferred stock dividends; Form 8-K dated February 5, 
1996, which included a news release regarding the Registrant's patent
license agreement with Fujitsu; and Form 8-K filed March 6, 1996, which
included a news release regarding a Registrant meeting for financial 
analysts.

                                   10

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 
1995:

          With the exception of historical information, the matters discussed 
or incorporated by reference in this Report on Form 10-Q are forward-looking 
statements that involve risks and uncertainties including, but not limited to, 
economic conditions, product demand and industry capacity, competitive 
products and pricing, manufacturing efficiencies, new product development, 
ability to enforce patents, availability of raw materials and critical 
manufacturing equipment, new plant startups, the regulatory and trade 
environment, and other risks indicated in filings with the Securities and 
Exchange Commission.





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                       TEXAS INSTRUMENTS INCORPORATED



                                        BY: /S/ WILLIAM A. AYLESWORTH
                                            William A. Aylesworth   
                                            Senior Vice President,
                                            Treasurer and
                                            Chief Financial Officer


Date:  April 19, 1996
























                                     11


<TABLE>
<CAPTION>

Exhibit Index
Designation of                                              Paper (P)
 Exhibits in                                                   or
 this Report             Description of Exhibit            Electronic (E)
- ----------------         -----------------------          --------------
    <S>                 <C>                                     <C>

    11                  Computation of primary and              E
                        fully diluted earnings per
                        common and common equivalent
                        share.

    12                  Computation of Ratio of                 E
                        Earnings to Fixed Charges and
                        Ratio of Earnings to Combined
                        Fixed Charges and Preferred
                        Stock Dividends.

    27                  Financial Data Schedule                 E
</TABLE>

<TABLE>
<CAPTION>
                                                                          EXHIBIT 11
                                                                          ----------


                   TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
      PRIMARY AND FULLY DILUTED EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
                      (In thousands, except per-share amounts.)


                                                             For Three Months Ended
                                                             ----------------------
                                                               Mar. 31      Mar. 31
                                                                 1996        1995
                                                               --------    --------
<S>                                                            <C>         <C>
Net income...................................................  $163,236    $229,990
  Add:
    Interest, net of tax and profit sharing effect, on
      convertible debentures assumed converted...............       345         407
                                                               --------    --------
Adjusted net income..........................................  $163,581    $230,397
                                                               ========    ========


Earnings per Common and Common Equivalent Share:
Weighted average common shares outstanding...................   189,441     185,676
  Weighted average common equivalent shares:
    Stock option and compensation plans......................     2,225       2,254
    Convertible debentures...................................     2,493       2,984
                                                               --------    --------
Weighted average common and common equivalent shares.........   194,159     190,914
                                                               ========    ========


Earnings per Common and Common Equivalent Share..............  $   0.84    $   1.21


Earnings per Common Share Assuming Full Dilution:
Weighted average common shares outstanding...................   189,441     185,676
  Weighted average common equivalent shares:
    Stock option and compensation plans......................     2,377       2,800
    Convertible debentures...................................     2,493       2,984
                                                               --------    --------
Weighted average common and common equivalent shares.........   194,311     191,460
                                                               ========    ========

Earnings per Common Share Assuming Full Dilution.............  $   0.84    $   1.20
</TABLE>





<TABLE>
<CAPTION>
                                                                                       EXHIBIT 12
                                                                                       ----------


                          TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES                        
                  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF                 
                 EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS                
                                       (Dollars in millions)                                     


                                                                                  For Three Months
                                                                                    Ended Mar. 31
                                                                                  ----------------
                                             1991    1992    1993    1994    1995    1995    1996 
                                            -----   -----   -----   -----   -----   -----   ----- 
<S>                                         <C>     <C>     <C>     <C>     <C>     <C>     <C>
Income (loss) before income taxes                                                                 
  and fixed charges:                                                                              
    Income (loss) before cumulative                                                               
      effect of accounting changes,                                                               
      interest expense on loans,                                                                  
      capitalized interest amortized,                                                             
      and provision for income taxes.......$ (250) $  433  $  755  $1,098  $1,679  $  364  $  332 
    Add interest attributable to                                                                  
      rental and lease expense.............    43      42      38      40      41      10       9 
                                            -----   -----   -----   -----   -----   -----   ----- 
                                           $ (207) $  475  $  793  $1,138  $1,720  $  374  $  341 
                                            =====   =====   =====   =====   =====   =====   ===== 

Fixed charges:
  Total interest on loans (expensed
    and capitalized).......................$   59  $   57  $   55  $   58  $   69  $   17  $   19 
  Interest attributable to rental
    and lease expense......................    43      42      38      40      41      10       9 
                                            -----   -----   -----   -----   -----   -----   ----- 
Fixed charges..............................$  102  $   99  $   93  $   98  $  110  $   27  $   28 
                                            =====   =====   =====   =====   =====   =====   ===== 

Combined fixed charges and
  preferred stock dividends:
    Fixed charges..........................$  102  $   99  $   93  $   98  $  110  $   27  $   28 
    Preferred stock dividends
     (adjusted as appropriate to a
      pretax equivalent basis).............    34      55      29      --      --      --      -- 
                                            -----   -----   -----   -----   -----   -----   ----- 
    Combined fixed charges and
      preferred stock dividends............$  136  $  154  $  122  $   98  $  110  $   27  $   28 
                                            =====   =====   =====   =====   =====   =====   ===== 

Ratio of earnings to fixed charges.........     *     4.8     8.5    11.6    15.6    13.9    12.2 
                                            =====   =====   =====   =====   =====   =====   ===== 

Ratio of earnings to combined
  fixed charges and preferred
  stock dividends..........................    **     3.1     6.5    11.6    15.6    13.9    12.2 
                                            =====   =====   =====   =====   =====   =====   ===== 


  * Not meaningful.  The coverage deficiency was $309 million in 1991.

 ** Not meaningful.  The coverage deficiency was $343 million in 1991.

</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from THE 
CONSOLIDATED FINANCIAL STATEMENTS OF TEXAS INSTRUMENTS INCORPORATED AND 
SUBSIDIARIES AS OF MARCH 31, 1996, AND FOR THE THREE MONTHS THEN ENDED, and 
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000 
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                                         DEC-31-1996
<PERIOD-END>                                              MAR-31-1996
<CASH>                                                         1,279 
<SECURITIES>                                                      52 
<RECEIVABLES>                                                  2,057 
<ALLOWANCES>                                                      60 
<INVENTORY>                                                    1,151 
<CURRENT-ASSETS>                                               5,068 
<PP&E>                                                         6,040 
<DEPRECIATION>                                                 2,524 
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                                              0 
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