TEXAS INSTRUMENTS INC
8-K, 1997-03-07
SEMICONDUCTORS & RELATED DEVICES
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                 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) March 7, 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 972-995-2551
      ---------------------------------------------------------------




ITEM 5.   Other Events.

     The information set forth in the Registrant's news release dated March 6, 
1997 (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 March 6, 1997


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




Date:  March 7, 1997


                               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 March 6, 1997
</TABLE>

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




News Release
C-97018


Media Contacts:
Neil McGlone  (972) 995-4961            Kim Quirk  (972) 927-4990
              800-306-3305 (pager)      (972) 597-6500 (pager)
(Please do not publish these numbers.)



            Differentiated Products To Drive '97 Semiconductor Market

         Digital Signal Processing Solutions Cornerstone of TI Strategy


     Dallas, TX (March 6, 1997) -- The shape of semiconductor market trends in 
1997 and beyond may just find a mold deep in the heart of Texas, according to 
presentations made today by Texas Instruments executives at the company's 
annual meeting for financial analysts and media.

     TI (NYSE:TXN) forecasts a moderate recovery in the 1997 worldwide 
semiconductor market of about 10 percent growth, following a decline of nine 
percent in 1996. 

     The turnaround in the world semiconductor market is being led primarily 
by differentiated product areas such as digital signal processors and mixed-
signal/analog chips, which should play right to the core of TI's strengths. 
These differentiated semiconductors are expected to be among the fastest 
growing areas of the market in 1997, outpacing the overall market by two to 
three times.

     "We are in a very strong leadership position in the digital signal 
processing solutions (DSPS) market," said Tom Engibous, TI president and chief 
executive officer.  "We're by far the number one supplier of DSPs, and we've 
moved up to the number two supplier worldwide of mixed-signal/analog chips. 
Together, these capabilities provide significant competitive advantage to us 
and to our customers."

     Mr. Engibous said that in 1996 TI's leadership team developed a strategic 
direction that the company is using to build strong market positions and 
achieve a vision of 'world leadership in digital solutions for the networked 
society.'

     "The bottom line -- we believe DSPS is the biggest opportunity facing TI 
since perhaps the invention of the integrated circuit in 1958. And we are not 
going to miss it," he said.

Strength in End Equipment

     TI's chief economist Vladi Catto said the company's 1997 projection is 
based on continued strength in electronic end equipment, historically low 
levels of customer inventories, and reduced capital spending as a percent of 
industry revenues, which should help to better balance supply and demand.

     TI's DSPS strategy cuts across several high-growth end equipment markets 
around which it has formed worldwide business units to leverage TI's resources 
and capitalize on marketing, technology and product strengths. These 
businesses include wireless communications, networking, and mass storage 
systems, where TI has developed application-specific solutions and strong 
customer relationships.

     TI is one of the leading semiconductor suppliers to each of these key 
markets -- which are expected to grow at rates well above the historic 
semiconductor market rate.

     For example, TI's wireless communications business unit reached revenues 
of more than $500 million in 1996, while providing DSP solutions in 23 million 
digital cellular phones worldwide or about half of all digital cell phones 
made last year. Market researcher Dataquest projects more than 40 percent 
growth in the digital cellular market the next few years.

     Similarly, TI is now the second largest networking semiconductor supplier 
to the local- and wide-area network market, with about $400 million in 
revenues and about 30 percent market share in 1996, up from 18 percent.

     With its acquisition in 1996 of Silicon Systems, Inc. (SSi), TI became 
the largest supplier of DSP solutions to the mass storage market, with more 
than $1 billion in revenues. TI shipped 22 million units of DSPs to the hard 
disk drive market in 1996, and expects that number to grow to 73 million DSPs 
by 2000.

     "Our long-term financial model in this vision calls for average annual 
revenue growth of 20 percent and return on invested capital of 20 percent. As 
we begin to realize our vision, TI has the potential to move into the ranks of 
the premier electronics companies -- companies that typically earn recognition 
for a market capitalization several times their annual revenues."

                                    #   #   #

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

With the exception of historical information, the matters discussed in this 
news release 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, timely completion of announced asset 
sales, 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.

NOTE TO EDITORS:  Texas Instruments Incorporated, headquartered in Dallas, 
Texas, is one of the world's foremost high technology companies, with sales or 
manufacturing operations in more than 30 countries.  TI products and services 
include semiconductors; software productivity tools; mobile computing products 
and consumer electronics products; electrical controls; and metallurgical 
materials.

More information about TI is located on the World Wide Web at 
http://www.ti.com



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