SECURITIES AND EXCHANGE COMMISSION 

                          Washington, D. C.

                                20549


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                              FORM 8-K

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               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 4, 1998
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                      TEXAS INSTRUMENTS INCORPORATED
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          (Exact name of Registrant as specified in its charter)


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


                                75-0289970
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                   (I.R.S. Employer Identification No.)


                           8505 Forest Lane,
               P. O. Box 660199, Dallas, Texas      75266-0199
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            (Address of principal executive offices)(Zip Code)


      Registrant's telephone number, including area code (972) 995-3773
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ITEM 5.   Other Events.

     The information set forth in the Registrant's news release dated 
March 4, 1998 (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 4, 1998


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

Date: March 4, 1998


                               Exhibit Index

Designation of Exhibit in Paper (P) this Report Description of Exhibit or Electronic (E) - -------------- ---------------------- ----------------- 21 Registrant's news release E dated March 4, 1998
                                                                    EXHIBIT 21
                                                                    ----------



News Release
C-98014

     Acer to Purchase Texas Instruments Shares in TI-Acer Joint Venture 
                    Operation to Become Acer Subsidiary

     TAIPEI, Taiwan (March 4, 1998) -- The Acer Group and Texas Instruments 
Incorporated (NYSE: TXN) today announced a definitive agreement for Acer to 
purchase TI's shares in the TI-Acer semiconductor memory chip joint venture, 
located in Taiwan.

     Under terms of the agreement, Acer will continue to operate the TI-Acer 
manufacturing facility in Hsinchu Science Park, maintaining the existing 
workforce of approximately 1500 employees.  The operation would become a 
business of The Acer Group, and would operate under the name of Acer 
Semiconductor Manufacturing, Inc. (ASMI).

     "This strategic action enhances Acer's business goals to move into the 
semiconductor foundry business," said Stan Shih, chairman and chief executive 
officer of Acer.  "We have stated that we wanted to be a major player in the 
semiconductor manufacturing area.  With this agreement, Acer will acquire one 
of the largest and most advanced wafer fabs in Taiwan, capable of producing a 
variety of advanced integrated circuits."

     "This agreement offers Acer an excellent opportunity to quickly become a 
major player in the semiconductor fabrication business," said Richard K. 
Templeton, president of TI's semiconductor group.  "It provides them with a 
state-of-the-art facility, advanced technology and skilled employees, while 
also providing growth opportunities for the TI-Acer operation."

     The TI-Acer facility includes one 8-inch wafer fab line and one 6-inch
line, and produces 16-megabit and 64-megabit DRAMs using 0.28-micron 
technology.  During a transition period TI will continue to purchase 16Mb and 
64Mb DRAM products from this facility.

     As part of the agreement, TI and Acer have agreed upon the essential 
terms of a ten-year semiconductor patent cross-license agreement between TI 
and Acer Semiconductor Manufacturing, Inc.  Under the terms of the license 
agreement, ASMI will be licensed to manufacture its own products as well as to 
act as a foundry for the products of other companies.

     The joint-venture company was established in 1989 for the purpose of 
manufacturing dynamic random access memory (DRAM) chips used in electronic 
products.  Presently, Acer holds a 48 percent share of the company's voting 
shares, TI holds 33 percent and other investors hold the remaining 19 percent.

     The transaction is subject to certain third-party approvals and is 
expected to close within the second quarter.  In connection with this action, 
TI expects to recover its original investment.  Financial terms were not 
disclosed.

                                  #   #   #

NOTE TO EDITORS:  Established in 1976, Acer is one of the world's largest PC 
companies, offering a broad selection of industry-leading, high-end multi-user 
servers, multimedia PCs, notebooks, computer peripherals and components, and 
communications devices.  More than 23,000 employees and 120 enterprises are 
found worldwide in 44 countries, supporting dealers and distributors in over 
100 countries.  The Acer Group's turnover in 1997 was US$6.3 billion.  To find 
out more, check out Acer's web site at http://www.acer.com

Texas Instruments Incorporated is a global semiconductor company and the 
world's leading designer and supplier of digital signal processing solutions, 
the engines driving the digitization of electronics.  Headquartered in Dallas, 
Texas, the company's businesses also include materials and controls, 
educational 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.