October 17, 1996
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3-10
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Steven Duvall
Assistant Director
Re: Withdrawal of Texas Instruments Financial Trust
Form S-3 Registration Statement No. 333-07127
Dear Mr. Duvall:
Texas Instruments Financial Trust (the "Trust") hereby applies to
withdraw the above referenced registration statement contemplating the
issuance of preferred securities of the Trust, junior subordinated
deferrable interest debentures of Texas Instruments Incorporated (the
"Company"), and common stock of the Company issuable upon conversion of
the debentures.
Pursuant to an agreement with the Staff, the Company is amending its
Form S-3 Registration Statement No. 333-07127 to convert the filing to
cover shares of the Company's common stock to be issued under the
Company's 1996 Long-Term Incentive Plan.
The grounds upon which the Trust makes this application for withdrawal
are as follows. The Trust and the Company had contemplated issuing
equity-linked securities in connection with possible acquisitions by the
Company. The Company did acquire Silicon Systems, Inc., in July.
However, market conditions for an equity-linked security of Texas
Instruments had deteriorated from the conditions envisioned at the time
of filing of the registration statement and the Company issued debt
under a previously existing shelf registration statement in order to
finance the acquisition.
Securities and Exchange Commission
October 17, 1996
Page 2
Accordingly, the Trust no longer intends to issue the securities
contemplated by the above referenced registration statement.
If you have any questions, please contact me at 972-995-1309 or John
Gilhooly at 972-995-5871.
Very truly yours,
/s/ DEBORAH E. BARTLETT
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Deborah E. Bartlett
Legal Counsel
cc: M. Kathleen Haller
Securities and Exchange Commission