As filed with the Securities and Exchange Commission on July 15, 1997

                                                      Registration No.        
                                                                     --------
- ----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            -----------------------

                                   FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                           ------------------------

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


                Delaware                            75-0289970
	(State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)           Identification No.)

                               13500 North Central Expressway
                                  P.O. Box 655474
                              Dallas, Texas  75265-5474
                  (Address of principal executive offices including zip code)
                              -----------------------


                     TI EMPLOYEES 1997 STOCK PURCHASE PLAN
                            (Full title of the plans)
                            -------------------------

                               Richard J. Agnich,
                Senior Vice President, Secretary and General Counsel
                           Texas Instruments Incorporated
                           13500 North Central Expressway
                                  P.O. Box 655474
                              Dallas, Texas  75265-5474
                       (Name and address of agent for service)

                                    (972)995-2551
            (Telephone number, including area code, of agent for service)
                               ----------------------

<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
<S>                             <C>           <C>         <C>          <C>
                                              Proposed    Proposed
                                               maximum     maximum
                                  Amount      offering    aggregate     Amount of
  Title of securities              to be      price per    offering    registration
   to be registered             registered     share*       price*         fee*
- ------------------------------------------------------------------------------------
Common Stock ($1 par value)      2,700,000   $90.3125     $243,843,750  $73,892.05  
- ------------------------------------------------------------------------------

(1)  This registration statement is also deemed, pursuant to Instruction E to 
Form S-8, to relate to 2,300,000 shares previously registered on Form S-8 
(No. 33-21407) in connection with a predecessor plan, with respect to which a 
registration fee of $22,856.25 has been paid.
(2)  Computed on the basis of the average of the high and low prices for 
Common Stock on July 8, 1997, which is used as the estimated offering price 
solely for the purpose of determining the registration fee in accordance with 
Rule 457 under the Securities Act of 1933.
- ------------------------------------------------------------------------------
</TABLE>


                             EXPLANATORY STATEMENT

     A total of 4,000,000 shares of common stock of Texas Instruments 
Incorporated (the "Company" or "TI") were registered by Registration Statement 
on Form S-8, File No. 33-21407, to be issued in connection with the TI 
Employees 1988 Stock Option Purchase Plan (the "1988 Plan").  On April 17, 
1997, the stockholders of the Company approved the TI Employees 1997 Stock 
Purchase Plan (the "1997 Plan"), which replaces the 1988 Plan.  Both the 1988 
Plan and the 1997 Plan are intended to qualify as "employee stock purchase 
plans" under Section 423 of the Internal Revenue Code of 1986, as amended from 
time to time.  Two million three hundred thousand (2,300,000) shares of common 
stock of the Company which were registered in connection with the 1988 Plan 
have not been issued under the 1988 Plan and, pursuant to Instruction E to 
Form S-8 and the telephonic interpretation of the Securities and Exchange 
Commission set forth at pages 137-38 of the Division of Corporation Finance's 
Manual of Publicly-Available Telephone Interpretations (January 1997), are 
carried forward to, and deemed covered by this Registration Statement on Form 
S-8 in connection with the 1997 Plan.

                                    PART II

Item 3.  Incorporation of Documents by Reference

The following documents have been filed by the Company with the Securities and 
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act 
of 1934 (the "Exchange Act") and are hereby incorporated herein by reference 
and made a part of this registration statement:

     1.  The Company's Annual Report on Form 10-K for the year ended December 
31, 1996;

     2.  The Company's Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1997;

     3.  The Company's Current Reports on Form 8-K dated January 4, 1997, 
January 17, 1997, March 7, 1997, March 14, 1997 and April 21, 1997; and

4.  The description of the Company's common stock set forth in the 
Company's Registration Statement on Form 10 filed with the Commission pursuant 
to Section 12 of the Exchange Act, and the descriptions concerning changes in 
securities contained in the Company's Quarterly Report on Form 10-Q for the 
quarter ended June 30, 1988 relating to the Company's Share Purchase Rights 
Plan, together with any amendment or report filed with the Commission for the 
purpose of updating such descriptions.

All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date 
of this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold or 
which deregisters all securities then remaining unsold, shall be deemed to be 
incorporated herein by reference and to be a part hereof from the date of 
filing of such documents.  Any statement contained herein or in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this registration statement to 
the extent that a statement contained herein or in any subsequently filed 
document which is or is deemed to be incorporated by reference herein modifies 
or supersedes such statement.  Any such statements so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a part 
of this registration statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers

The General Corporation Law of the State of Delaware, at Section 145, 
provides, in pertinent part, that a corporation may indemnify any person who 
was or is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the corporation), by reason of the fact that he is or was a director, officer, 
employee or agent of the corporation, or is or was serving at the request of 
the corporation as the director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, against 
expenses (including attorneys' fees), judgments, fines and amounts paid in 
settlement actually and reasonably incurred by him in connection with such 
action, suit or proceeding if he acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
corporation and, with respect to any criminal action or proceeding, had no 
reasonable cause to believe his conduct was unlawful.  The termination of any 
action, suit or proceeding by judgment, order, settlement, conviction or upon 
a plea of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which he 
reasonably believed to be in or not opposed to the best interests of the 
corporation, and, with respect to any criminal action or proceeding, had 
reasonable cause to believe that his conduct was unlawful.  In addition, the 
indemnification of expenses (including attorneys' fees) is allowed in 
derivative actions, except no indemnification is allowed in respect to any 
claim, issue or matter as to which any such person has been adjudged to be 
liable to the corporation, unless and only to the extent that the Court of 
Chancery or the court in which such action or suit was brought decides that 
indemnification is proper.  To the extent that any such person succeeds on the 
merits or otherwise, he shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection 
therewith.  The determination that the person to be indemnified met the 
applicable standard of conduct, if not made by a court, is made by the 
directors of the corporation by a majority vote of the directors not party to 
such an action, suit or proceeding even though less than a quorum or, if there 
are no such directors, or if such directors so direct, by independent legal 
counsel in a written opinion or by the stockholders.  Expenses may be paid in 
advance upon the receipt, in the case of officers and directors, of 
undertakings to repay such amount if it shall ultimately be determined that 
the person is not entitled to be indemnified by the corporation as authorized 
in this section.  A corporation may purchase indemnity insurance.

The above described indemnification and advancement of expenses, unless 
otherwise provided when authorized or ratified, continue as to a person who 
has ceased to be a director, officer, employee or agent and inure to the 
benefit of such person's heirs, executors and administrators.

Article VI, Section 2 of the Company's By-laws provides that the Company shall 
indemnify its officers and directors for such expenses, judgments, fines and 
amounts paid in settlement to the full extent permitted by the laws of the 
State of Delaware.

Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits 
a corporation to provide in its certificate of incorporation that a director 
of the corporation shall not be personally liable to the corporation or its 
stockholders for monetary damages for breach of fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of loyalty to 
the corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for 
any transaction from which the director derived an improper personal benefit.  
Article Seventh of the Company's Restated Certificate of Incorporation 
contains such a provision.

Under insurance policies of the Company, directors and officers of the Company 
may be indemnified against certain losses arising from certain claims, 
including claims under the Securities Act of 1933, which may be made against 
such persons by reason of their being such directors or officers.

Item 7.  Exemption from Registration Claimed

Not Applicable.

Item 8.  Exhibits

4(a)   Restated Certificate of Incorporation of the Company (incorporated by
       reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
       for the year 1993).

4(b)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3(b) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(c)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3(c) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(d)   Certificate of Designations relating to the Company's Participating
       Cumulative Preferred Stock (incorporated by reference to Exhibit 3(d)
       to the Company's Annual Report on Form 10-K for the year 1993).

4(e)   Certificate of Ownership Merging Texas Instruments Automation Controls,
       Inc., into the Company (incorporated by reference to Exhibit 3(e) to
       the Company's Annual Report on Form 10-K for the year 1993).

4(f)   Certificate of Elimination of Designations of Preferred Stock of the
       Company (incorporated by reference to Exhibit 3(f) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(g)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3 to the Company's
       Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).

4(h)   By-Laws of the Registrant (incorporated by reference to Exhibit 3 to
       the Company's Quarterly Report on Form 10-Q for the quarter ended June
       30, 1993).

5      Opinion of Richard J. Agnich, Esq.

23(a)  Consent of Independent Auditors.

23(b)  Consent of Richard J. Agnich, Esq. (included in Exhibit 5).

24     Powers of Attorney for the Directors of the Company.

Item 9.  Undertakings

The Company hereby undertakes:

(1)  To file, during any period in which offers or sales are being made of the
     securities registered hereby, a post-effective amendment to this
     registration statement:

        (i)  To include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or events arising after
             the effective date of this registration statement (or the most
             recent post-effective amendment thereof) which, individually or
             in the aggregate, represent a fundamental change in the
             information set forth in this registration statement; and

      (iii)  To include any material information with respect to the plan of
             distribution not previously disclosed in this registration
             statement or any material change to such information in this
             registration statement;

     provided, however, that the undertakings set forth in paragraphs 1(i)
     and 1(ii) above do not apply if the information required to be included
     in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Company pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in this registration statement.

(2)  That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered herein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     the offering.

The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions set forth or described in Item 6 of this
registration statement, or otherwise (but that term shall not include the
insurance policies referred to in Item 6), the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in a successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities registered hereby, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Dallas and State of Texas, on the 15th day of July, 
1997.

                                          TEXAS INSTRUMENTS INCORPORATED
                                          (Registrant)
                                          

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

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities indicated 
on the 15th day of July, 1997.


              Signature                                   Title              
- ------------------------------------        ---------------------------------

          *JAMES R. ADAMS
- ------------------------------------             Chairman of the Board;
           James R. Adams                               Director

          *DAVID L. BOREN
- ------------------------------------                    Director
           David L. Boren

         *JAMES B. BUSEY IV
- ------------------------------------                    Director
          James B. Busey IV

        *THOMAS J. ENGIBOUS
- ------------------------------------           President; Chief Executive
         Thomas J. Engibous                         Officer; Director


- ------------------------------------                    Director
       Gerald W. Fronterhouse


- ------------------------------------                    Director
           David R. Goode

         *WAYNE R. SANDERS
- ------------------------------------                    Director
          Wayne R. Sanders

         *GLORIA M. SHATTO
- ------------------------------------                    Director
          Gloria M. Shatto

         *WILLIAM P. WEBER
- ------------------------------------             Vice Chairman; Director
          William P. Weber

        *CLAYTON K. YEUTTER
- ------------------------------------                    Director
         Clayton K. Yeutter

        /s/ WILLIAM A. AYLESWORTH
- ------------------------------------        Senior Vice President; Treasurer;
        William A. Aylesworth                    Chief Financial Officer;
                                                 Chief Accounting Officer


*By: /s/ WILLIAM A. AYLESWORTH
    --------------------------------
         William A. Aylesworth
           Attorney-in-fact



                               INDEX TO EXHIBITS

Exhibit
Number                         E x h i b i t
- -------                       - - - - - - -

4(a)     Restated Certificate of Incorporation of the Company (incorporated by 
         reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K 
         for the year 1993).

4(b)     Certificate of Amendment to Restated Certificate of Incorporation of 
         the Company (incorporated by reference to Exhibit 3(b) to the 
         Company's Annual Report on Form 10-K for the year 1993).

4(c)     Certificate of Amendment to Restated Certificate of Incorporation of 
         the Company (incorporated by reference to Exhibit 3(c) to the 
         Company's Annual Report on Form 10-K for the year 1993).

4(d)     Certificate of Designations relating to the Company's Participating 
         Cumulative Preferred Stock (incorporated by reference to Exhibit 3(d) 
         to the Company's Annual Report on Form 10-K for the year 1993).

4(e)     Certificate of Ownership Merging Texas Instruments Automation 
         Controls, Inc., into the Company (incorporated by reference to 
         Exhibit 3(e) to the Company's Annual Report on Form 10-K for the year 
         1993).

4(f)     Certificate of Elimination of Designations of Preferred Stock of the 
         Company (incorporated by reference to Exhibit 3(f) to the Company's 
         Annual Report on Form 10-K for the year 1993).

4(g)     Certificate of Amendment to Restated Certificate of Incorporation of 
         the Company (incorporated by reference to Exhibit 3 to the Company's 
         Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).

4(h)     By-Laws of the Registrant (incorporated by reference to Exhibit 3 to 
         the Company's Quarterly Report on Form 10-Q for the quarter ended 
         June 30, 1993).

5        Opinion of Richard J. Agnich, Esq.

23(a)    Consent of Independent Auditors.

23(b)    Consent of Richard J. Agnich, Esq. (included in Exhibit 5).

24       Powers of Attorney for the Directors of the Company.





                                                                     EXHIBIT 5
                                                                     ---------





                                 July 15, 1997



Board of Directors
Texas Instruments Incorporated
13500 North Central Expressway
Dallas, Texas  75265

     Re:   Texas Instruments Incorporated
           Registration Statement (Form S-8)

Gentlemen:

     This opinion of counsel is given in connection with a Registration 
Statement (Form S-8) being filed by you with the Securities and Exchange 
Commission relating to 5,000,000 shares of common stock of Texas Instruments 
Incorporated ("TI") (which includes 2,300,000 shares of common stock 
registered but not issued in connection with the TI Employees 1988 Stock 
Option Purchase Plan, which shares are carried forward to and deemed covered 
by the Form S-8) to be issued pursuant to options exercised under the TI 
Employees Stock Purchase Plan (the "Plan").

     As Senior Vice President, Secretary and General Counsel of TI, I am 
familiar with all corporate action taken or expected to be taken with respect 
to the Plan and the common stock expected to be issued thereunder.

     I am pleased to advise that the 5,000,000 shares of common stock of TI, 
when issued and delivered in accordance with the terms of the Plan and 
applicable Delaware General Corporation Law, will be duly authorized, validly 
issued, fully paid and nonassessable.


     I hereby consent to the use of this opinion as an exhibit to the above-
referenced Registration Statement.

                                    Sincerely,

                                    /s/ RICHARD J. AGNICH

                                    Richard J. Agnich
                                    Senior Vice President, Secretary
                                    and General Counsel




                                                                EXHIBIT 23(a)
                                                                -------------


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to the TI Employees 1997 Stock Purchase Plan of our 
report dated January 22, 1997, with respect to the consolidated financial 
statements of Texas Instruments Incorporated incorporated by reference in its 
Annual Report (Form 10-K) for the year ended December 31, 1996 and the related 
financial statement schedule included therein, filed with the Securities and 
Exchange Commission.




                                          /s/ ERNST & YOUNG LLP
                                          ----------------------
                                          Ernst & Young LLP

July 14, 1997
Dallas, Texas





                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH, and 
each of them, with full power to act without the others, his true and lawful 
attorneys-in-fact and agents, with full and several power of substitution, for 
him and in his name, place and stead, in any and all capacities, to sign a 
Registration Statement on Form S-8 in connection with the registration of 
350,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement 
on Form S-8 in connection with the registration of 5,000,000 shares of common 
stock of Texas Instruments Incorporated for issuance under the TI Employees 
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration 
Statement on Form S-8 in connection with shares of common stock of Texas 
Instruments Incorporated registered for issuance under the TI Employees 1988 
Stock Option Purchase Plan and a Registration Statement on Form S-8 in 
connection with the registration of 100,000 shares of common stock of Texas 
Instruments Incorporated for issuance under the Texas Instruments
 Restricted 
Stock Unit Plan for Directors, and any or all amendments or supplements to 
such Registration Statements, and to file the same, with all exhibits thereto, 
and other documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each of them, 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or any of them, or their 
or his substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.



                                           /s/ JAMES R. ADAMS
                                           ------------------
                                           James R. Adams





























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do 
and perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 7th day of July, 1997.


                                           /s/ DAVID L. BOREN
                                           ------------------
                                           David L. Boren

























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do 
and perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 2nd day of July, 1997.



                                           /s/ JAMES B. BUSEY IV
                                           ---------------------
                                           James B. Busey IV

























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, RICHARD J. AGNICH and WILLIAM A. AYLESWORTH, and each 
of them, with full power to act without the other, his true and lawful 
attorneys-in-fact and agents, with full and several power of substitution, for 
him and in his name, place and stead, in any and all capacities, to sign a 
Registration Statement on Form S-8 in connection with the registration of 
350,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement 
on Form S-8 in connection with the registration of 5,000,000 shares of common 
stock of Texas Instruments Incorporated for issuance under the TI Employees 
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration 
Statement on Form S-8 in connection with shares of common stock of Texas 
Instruments Incorporated registered for issuance under the TI Employees 1988
 Stock Option Purchase Plan and a Registration Statement on Form S-8 in 
connection with the registration of 100,000 shares of common stock of Texas 
Instruments Incorporated for issuance under the Texas Instruments Restricted 
Stock Unit Plan for Directors, and any or all amendments or supplements to 
such Registration Statements, and to file the same, with all exhibits thereto, 
and other documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each of them, 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or any of them, or their 
or his substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 2nd day of July, 1997.



                                           /s/ THOMAS J. ENGIBOUS
                                           ----------------------
Thomas J. Engibous


























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do 
and perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 3rd day of July, 1997.



                                           /s/ WAYNE R. SANDERS
                                           ---------------------
                                           Wayne R. Sanders


























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, her 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for her and in her name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do 
and perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as she might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.



                                           /s/ GLORIA M. SHATTO
                                           --------------------
                                           Gloria M. Shatto

























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do 
and perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.



                                           /s/ WILLIAM P. WEBER
                                           --------------------
                                           William P. Weber

























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS, RICHARD J. AGNICH and WILLIAM A. 
AYLESWORTH, and each of them, with full power to act without the others, his 
true and lawful attorneys-in-fact and agents, with full and several power of 
substitution, for him and in his name, place and stead, in any and all 
capacities, to sign a Registration Statement on Form S-8 in connection with 
the registration of 350,000 shares of common stock of Texas Instruments 
Incorporated for issuance under the Texas Instruments Long-Term Incentive 
Plan, a Registration Statement on Form S-8 in connection with the registration 
of 5,000,000 shares of common stock of Texas Instruments Incorporated for 
issuance under the TI Employees 1997 Stock Purchase Plan, a Post-Effective 
Amendment No. 1 to a Registration Statement on Form S-8 in connection with 
shares of common stock of Texas Instruments Incorporated registered for 
issuance under the TI Employees 1988 Stock Option Purchase Plan and a 
Registration Statement on Form S-8 in connection with the registration of 
100,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Restricted Stock Unit Plan for Directors, and any 
or all amendments or supplements to such Registration Statements, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do 
and perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his substitutes, may lawfully 
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 2nd day of July, 1997.


                                           /s/ CLAYTON K. YEUTTER
                                           ----------------------
                                           Clayton K. Yeutter



























                                                                   EXHIBIT 24
                                                                  ----------
                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and 
appoints JAMES R. ADAMS, THOMAS J. ENGIBOUS and RICHARD J. AGNICH, and each of 
them, with full power to act without the other, his true and lawful attorneys-
in-fact and agents, with full and several power of substitution, for him and 
in his name, place and stead, in any and all capacities, to sign a 
Registration Statement on Form S-8 in connection with the registration of 
350,000 shares of common stock of Texas Instruments Incorporated for issuance 
under the Texas Instruments Long-Term Incentive Plan, a Registration Statement 
on Form S-8 in connection with the registration of 5,000,000 shares of common 
stock of Texas Instruments Incorporated for issuance under the TI Employees 
1997 Stock Purchase Plan, a Post-Effective Amendment No. 1 to a Registration 
Statement on Form S-8 in connection with shares of common stock of Texas 
Instruments Incorporated registered for issuance under the TI Employees 1988 
Stock Option Purchase Plan and a Registration Statement on Form S-8 in 
connection with the registration of 100,000 shares of common stock of Texas 
Instruments Incorporated for issuance under the Texas Instruments Restricted 
Stock Unit Plan for Directors, and any or all amendments or supplements to 
such Registration Statements, and to file the same, with all exhibits thereto, 
and other documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each of them, 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully to all 
intents and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents or any of them, or their 
or his substitutes, may lawfully do or cause to be done by virtue hereof.

	IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
on this 1st day of July, 1997.




                                           /s/ WILLIAM A. AYLESWORTH
                                           -------------------------
William A. Aylesworth