TEXAS INSTRUMENTS INC
8-K, 1999-12-07
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):  December 6, 1999
   -------------------------------------------------------------------



                      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.)


      12500 TI Boulevard, P. O. Box 660199, Dallas, Texas      75266-0199
      -------------------------------------------------------------------
      (Address of principal executive offices)                  (Zip Code)


      Registrant's telephone number, including area code (972) 995-3773
      -----------------------------------------------------------------



ITEM 5.   Other Events.

     The information set forth in the Registrant's news release dated
December 6, 1999 (attached hereto as Exhibit 99) is incorporated herein by
reference to such news release.

ITEM 7.     Exhibits.

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

               99            Registrant's news release
                             dated December 6, 1999


                              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 hereunto duly authorized.


                                  TEXAS INSTRUMENTS INCORPORATED



                                  By: /s/ WILLIAM A. AYLESWORTH
                                      -------------------------
                                      William A. Aylesworth
                                      Senior Vice President
                                      Treasurer and
                                      Chief Financial Officer

Date: December 6, 1999


                               Exhibit Index

<TABLE>
<CAPTION>

Designation of
 Exhibit in                                          Paper (P)
 this Report       Description of Exhibit        or Electronic (E)
- --------------      ----------------------        -----------------

     <S>            <C>                                 <C>
     99             Registrant's news release           E
                    dated December 6, 1999
</TABLE>

                                                                   EXHIBIT 99
                                                                   ----------
News Release

        Texas Instruments Extends Exchange Offer for Debt Securities

December 6, 1999 -- Texas Instruments Incorporated today said it has extended
its offer to exchange up to $400 million of its new 7 percent senior exchange
notes due 2004 for up to $400 million of its existing 7 percent senior notes
due 2004, until 5 p.m., EST, on Tuesday, December 7, 1999. The exchange offer
was previously scheduled to expire at 5 p.m., EST, on Monday, December 6, 1999.

TI has been advised by the exchange agent for the offer that as of the
December 6 deadline, more than $395 million of the existing 7 percent senior
notes due 2004, or approximately 99 percent of the issued and outstanding
debt securities, had been validly tendered and not withdrawn.

Texas Instruments Incorporated is a global semiconductor company and the
world's leading designer and supplier of digital signal processing and analog
technologies, the engines driving the digitization of electronics.
Headquartered in Dallas, Texas, the company's businesses also include
materials and controls, educational and productivity solutions and digital
imaging.  The company has manufacturing or sales operations in more than 25
countries.

Texas Instruments is traded on the New York Stock Exchange under the symbol
TXN.  More information is located on the World Wide Web at http://www.ti.com





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