TEXAS INSTRUMENTS INC
8-K/A, 1996-08-09
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>


                   SECURITIES AND EXCHANGE COMMISSION 

                            Washington, D. C.

                                  20549

                              ------------

                               FORM 8-K/A

                              ------------


                           AMENDMENT NO. 1 TO
             CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) January 2, 1996
- ----------------------------------------------------------------


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


             Delaware                          1-3761
     ------------------------           ---------------------
     (State of Incorporation)           (Commission File No.)


                                75-0289970
                  ------------------------------------
                  (I.R.S. Employer Identification No.)


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


     Registrant's telephone number, including area code 214-995-2551
     ---------------------------------------------------------------



<PAGE>

     The registrant's current report on Form 8-K dated January 2, 1996
is hereby amended and restated in its entirety to correct the filing 
made on January 2, 1996 and will be effective for all purposes as of
that date.

     Pursuant to the requirements of Rule 12b-15 of the Securities 
Exchange Act of 1934, the registrant has duly caused this amendment to 
be signed on its behalf by the undersigned, thereunto duly authorized.


                                    TEXAS INSTRUMENTS INCORPORATED



                                    By:/s/ O. WAYNE COON		
                                       -----------------------
                                       O. Wayne Coon
                                       Chief Corporate Counsel
                                       and Assistant Secretary



<PAGE>




                 SECURITIES AND EXCHANGE COMMISSION 

                          Washington, D. C.

                                20549


                            ------------

                              FORM 8-K

                            ------------


               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) January 2, 1996
- ------------------------------------------------------------------



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


             Delaware                          1-3761
     ------------------------           ---------------------
     (State of Incorporation)           (Commission File No.)


                                75-0289970
                    -----------------------------------
                   (I.R.S. Employer Identification No.)


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


      Registrant's telephone number, including area code 214-995-2551
      ---------------------------------------------------------------



<PAGE>
ITEM 5.   Other Events.

     The information set forth in the Registrant's news release dated 
January 2, 1996 (attached hereto as Exhibit 21) is incorporated herein 
by reference to such news release.

ITEM 7.     Exhibits.

          Designation of
            Exhibit in
            this Report      Description of Exhibit
          --------------     ----------------------

               21            Registrant's news release
                             dated January 2, 1996


                                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/ RICHARD J. AGNICH            
                                       --------------------------------
                                       Richard J. Agnich
                                       Senior Vice President, Secretary
                                       and General Counsel





Date:  January 2, 1996


<PAGE>
                               Exhibit Index
<TABLE>
<CAPTION>
Designation of
  Exhibit in                                          Paper (P)
  this Report       Description of Exhibit        or Electronic (E)
- --------------      ----------------------        -----------------

     <S>            <C>                                 <C>

     21             Registrant's news release           E
                    dated January 2, 1996
</TABLE>



<PAGE>


                                                              EXHIBIT 21
                                                              ----------



News Release
C-9601

Media Contact:
Neil McGlone (214) 995-4961
(Please do not publish this number)


TI Files Patent Infringement Suit Against Samsung

     DALLAS (January 2, 1996) - Texas Instruments today said it has filed suit 
against Samsung Electronics Co., Ltd. of Korea, and its two U.S. 
subsidiaries, charging them with patent infringement.  In addition to 
unspecified monetary damages, TI is asking the court to issue a permanent 
injunction barring Samsung from using TI's patents.

     The litigation was filed in Federal District Court for the Eastern 
District of Texas alleging violation of several patents involved in the 
manufacture of semiconductor devices, including dynamic random-access 
memories (DRAMs).

     TI took this action following extensive negotiations with Samsung 
regarding renewal of a five-year cross-licensing agreement that expired 
December 31, 1995.

     "TI has a strong patent portfolio that reflects billions of dollars in 
R&D investment.  Our resolve to protect it and get a fair return for others' 
use of our technology has not wavered," said Richard J. Agnich, TI senior 
vice president and general counsel.

     TI previously reported that most of the company's existing semiconductor 
patent-license agreements would expire at the end of 1995 or early in 1996.  
The remaining agreements, which have expiration dates ranging from 1998 to 
2001, will provide ongoing royalties, and TI continues to expect a 
significant ongoing stream of royalty revenue throughout the remainder of 
the decade.

     Negotiations continue for renewal of the expired and expiring 
agreements. However, these negotiations by their nature are not predictable 
as to outcome or timing.  TI will not accrue royalties in the absence of 
agreements.  Royalty revenue from the companies whose agreements expired at 
the end of 1995 is estimated to be about $108 million in the fourth quarter 
of 1995, principally attributable to Samsung.  The expiration of these 
licenses will have no effect on fourth-quarter 1995 royalty revenue.

     Separately, TI plans to file a complaint with the International Trade 
Commission asking the ITC to prevent Samsung from importing devices that 
infringe TI's patents.


NOTE TO EDITORS:  Texas Instruments Incorporated, headquartered in Dallas, 
Texas, is a high-technology company with sales or manufacturing operations 
in more than 30 countries. TI products and services include semiconductors; 
defense electronics systems; software productivity tools; printers, notebook 
computers and consumer electronics products; custom engineering and 
manufacturing services; electrical controls; and metallurgical materials.



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