SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* MARCH KEVIN P (Last) (First) (Middle) 12500 TI BLVD (Street) DALLAS TX 75243 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2003	3. Issuer Name and Ticker or Trading Symbol TEXAS INSTRUMENTS INC [ TXN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. Vice President & CFO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,185(1)	D
Common Stock	1,741.89(2)	I	By Trust--PS
Common Stock	36.98(3)	I	By Trust--401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Contractual Stock Interest	(4)	(4)	Common Stock	40.6	0(4)	D
NQ Stock Option (right to buy)	(5)	09/17/2008	Common Stock	1,000	13.25	D
NQ Stock Option (right to buy)	(6)	01/15/2013	Common Stock	60,000	16.11	D
NQ Stock Option (right to buy)	(7)	02/20/2013	Common Stock	60,000	16.25	D
NQ Stock Option (right to buy)	(8)	01/20/2009	Common Stock	15,000	24.9	D
NQ Stock Option (right to buy)	(9)	01/16/2012	Common Stock	30,000	26.5	D
NQ Stock Option (right to buy)	(10)	02/21/2012	Common Stock	100	29.19	D
NQ Stock Option (right to buy)	(11)	07/31/2011	Common Stock	12,700	35.13	D
NQ Stock Option (right to buy)	(12)	01/17/2011	Common Stock	20,000	50.38	D
NQ Stock Option (right to buy)	(13)	01/19/2010	Common Stock	24,000	55.22	D

Explanation of Responses:

1. Includes 30,000 shares subject to terms of restricted stock units awarded under Texas Instruments 2000 Long-Term Incentive Plan.

2. Estimated shares attributable to TI Universal Profit Sharing account as of 10/1/2003. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

3. Estimated shares attributable to TI 401(k) account as of 10/1/2003. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.)

4. Estimated share interest attributable to TI Benefit Restoration and Deferred Compensation account as of 10/1/2003. (Interests in this account are denominated in units. Consequently, share interest shown is an estimate.) Share interest to be settled in cash upon the reporting person's termination of service from Issuer.

5. The option becomes exercisable in four equal annual installments beginning on September 17, 1999.

6. The option becomes exercisable in four equal annual installments beginning on January 15, 2004.

7. The option becomes exercisable in three installments: 50% on the second anniversary of the option date, 25% on the third anniversary of the option date, and 25% on the fourth anniversary of the option date.

8. The option becomes exercisable in four equal annual installments beginning on January 20, 2000.

9. The option becomes exercisable in four equal annual installments beginning on January 16, 2003.

10. The option became 100% exercisable on February 21, 2003.

11. The option becomes exercisable in four equal annual installments beginning on July 31, 2002.

12. The option becomes exercisable in four equal annual installments beginning on January 17, 2002.

13. The option becomes exercisable in four equal annual installments beginning on January 19, 2001.

	KEVIN P. MARCH	10/01/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

                                 Authorization


I hereby authorize Joseph F. Hubach, Cynthia H. Haynes, Daniel M. Drory,
Jane S. Nahra, and  Suzanne A. Thomas or any one of them to sign and file on
my behalf any and all forms required by the Securities and Exchange Commission
pursuant to Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act") relating to the reporting of beneficial ownership of equity securities
of Texas Instruments Incorporated (the "Company"), and of changes in such
beneficial ownership, together with any and all amendments thereto.  This
authorization shall be effective on and after the date set forth below and
shall continue in effect until I am no longer required to file such forms,
unless earlier revoked by me in writing.

I acknowledge that the persons authorized hereunder are not assuming, nor is
the Company assuming any of my responsibilities to comply with Section 16 of
the Exchange Act.

Dated as of 1st day of October, 2003.

/s/ Kevin P. March