Washington, D. C.



                              FORM 8-K


                  OF THE SECURITIES EXCHANGE ACT OF 1934

   Date of Report (Date of earliest event reported):  April 21, 1997

          (Exact name of Registrant as specified in its charter)

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

                   (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 
April 21, 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 April 21, 1997


     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: April 21, 1997

                               Exhibit Index

Designation of Exhibit in Paper (P) this Report Description of Exhibit or Electronic (E) - -------------- ---------------------- ----------------- 21 Registrant's news release E dated April 21, 1997
                                                                    EXHIBIT 21

News Release

Media Contacts:
Julie Kupp                   Neil McGlone                Linda Bernier
Vice President,              Director, Corporate         Manager, Europe
Investor Relations           Media Relations             Media Relations
Sterling Software, Inc.      Texas Instruments, Inc.     Texas Instruments, Inc.
(214) 981-1000               (972) 995-4961              32-27455513   

(Please do not publish these numbers.)

Sterling Software to Purchase Texas Instruments Software Business

     DALLAS, April 21, 1997 -- Sterling Software, Inc. (SSW-NYSE) and Texas 
Instruments Incorporated (TXN-NYSE) today announced they have signed a 
definitive agreement for Sterling Software to purchase Texas Instruments
Software business ("Texas Instruments Software").  The $165 million cash 
transaction includes the purchase of all Texas Instruments Software assets, 
including the stock of certain European subsidiaries, and the assumption of 
various liabilities related to the business.  Sterling Software expects to merge
this business with Sterling Software's existing applications development 
business upon completion of the purchase, which is expected to be in mid-June.
     Founded in the mid 1980s, Texas Instruments Software is a leading 
provider of enterprise-level applications development software.  The division,
headquartered in Plano, Texas, is a global organization with over 1300 
employees and a distribution infrastructure that supports 30 countries
throughout North America, Europe, Asia, Latin America and Africa. 
     Texas Instruments Software's products, including the Composer (TM) 
component-based development software product and the Performer (TM)
applications development environment, are recognized leaders in enterprise 
applications development.  The combination of these products with Sterling 
Software's market-leading KEY(TM) family of applications development tools for 
workflow modeling and business process reengineering will provide powerful 
solutions to customers' needs.  The combined portfolio also offers customers a 
clear and easy migration path to the most advanced applications development 
     "The acquisition of Texas Instruments Software brings together two market 
leaders with a common vision and complementary products and technologies, " 
said Sterling L. Williams, president and chief executive officer of Sterling 
Software.  "Texas Instruments Software is a pioneer and leader in component-
based development, clearly the most advanced and fastest growing applications 
development technology.  The combined businesses will offer the most cost-
effective and sophisticated solutions for mission-critical applications 
development, from beginning to end." 
     "Texas Instruments Software has built a leading portfolio of products and 
customers," said Tom Engibous, president and chief executive officer of Texas 
Instruments.  "With TI accelerating its focus on digital signal processing 
solutions, the time is right for Texas Instruments Software to become part of a
company that is equally focused on delivering competitive products and 
services to the software industry."
     Bob McLendon, president of Texas Instruments Software, said, "With this 
merger, Texas Instruments Software is joining a strong and successful software 
company.  Our customers will benefit from a combined company with leading 
technology, a focus on software and a strong commitment to customer success.  
Together we have a powerful capability to serve our combined base of over 1500 
customers worldwide, and we will continue to provide the same commitment to 
excellence in customer service and support which has made our customers 
successful for nearly a decade."
     For its fiscal year ended September 30, 1996, Sterling Software reported 
revenue of $439.2 million, including revenue of $109.8 million from its 
applications management business.  For the calendar year 1996, Texas 
Instruments Software reported revenue of about $250 million.
     Sterling Software is a leading worldwide provider of software products 
and services for applications management and systems management, as well as 
highly technical professional services for the federal government.  The 
company is also an international distributor for certain Sterling Commerce, 
Inc. (SE-NYSE) products.  Sterling Software, with its headquarters in Dallas, 
has a worldwide installed base of more than 20,000 customer sites and has 2600 
employees in 70 offices worldwide.
     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, defense electronics, software productivity tools, consumer 
electronics products, electrical controls, and metallurgical materials.

Composer and Performer are registered trademarks of Texas Instruments, Inc. 
KEY is a registered trademark of Sterling Software, Inc.