SECURITIES AND EXCHANGE COMMISSION


                               Washington, D.C.

                                    20549



                                  FORM 10-Q




                  QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 1997            Commission File Number 1-3761



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



        Delaware                                      75-0289970
- ------------------------                  ------------------------------------
(State of Incorporation)                  (I.R.S. Employer Identification No.)




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


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

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes   X    No      
                                                     ----      ----

191,700,282
- -----------------------------------------------------------------------------
Number of shares of Registrant's common stock outstanding as of June 30, 1997




                          PART I - FINANCIAL INFORMATION


ITEM 1.  Financial Statements
- -----------------------------


<TABLE>
<CAPTION>
                                  TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                                         Consolidated Financial Statements
                                (In millions of dollars, except per-share amounts.)

                                                            For Three Months Ended      For Six Months Ended 
                                                            ----------------------      --------------------- 
                                                              June 30    June 30          June 30    June 30  
Income                                                          1997       1996             1997       1996   
- ------                                                        -------    -------          -------    -------  
<S>                                                           <C>        <C>              <C>        <C>
Net revenues...............................................   $ 2,559    $ 2,399          $ 4,823    $ 5,074  
Operating costs and expenses:
  Cost of revenues.........................................     1,597      1,722            3,069      3,611  
  Research and development.................................       280        235              520        478 
  Marketing, general and administrative....................       395        402              776        799  
                                                              -------    -------          -------    -------  
    Total..................................................     2,272      2,359            4,365      4,888  
                                                              -------    -------          -------    -------  
Profit from operations.....................................       287         40              458        186  
Other income (expense) net.................................        83          9               94         65  
Interest on loans..........................................        26         12               51         24  
                                                              -------    -------          -------    -------  
Income before provision for income taxes...................       344         37              501        227  
Provision (credit) for income taxes........................       120         (4)             175         54  
                                                              -------    -------          -------    -------  
Income from continuing operations..........................       224         41              326        173  
Income from discontinued operations........................        25         35               52         66  
                                                              -------    -------          -------    -------  
Net income.................................................   $   249    $    76          $   378    $   239  
                                                              =======    =======          =======    =======  

Earnings per common and common equivalent share:  
  Continuing operations....................................   $  1.13    $  0.21          $  1.65    $  0.89  
  Discontinued operations..................................      0.13       0.18             0.27       0.34  
                                                              -------    -------          -------    -------  
  Net income...............................................   $  1.26    $  0.39          $  1.92    $  1.23  
                                                              =======    =======          =======    =======  

Cash dividends declared per share of common stock..........   $  0.17    $  0.17          $  0.34    $  0.34  

Cash Flows
- ----------
Continuing Operations:
  Net cash provided by operating activities............................................   $   822    $    93  

  Cash flows from investing activities:
    Additions to property, plant and equipment.........................................      (562)    (1,122)  
    Purchases of short-term investments................................................      (634)       (10)  
    Sales and maturities of short-term investments.....................................       117        160   
    Proceeds from sale of businesses...................................................       177        132   
                                                                                          -------    -------   
  Net cash used in investing activities................................................      (902)      (840)  

  Cash flows from financing activities:
    Payments on loans payable..........................................................      (300)        (2) 
    Additions to long-term debt........................................................        27        417  
    Dividends paid on common stock.....................................................       (65)       (64) 
    Sales and other common stock transactions..........................................        68          6  
    Other..............................................................................         -         57  
                                                                                          -------    -------  
  Net cash provided by (used in) financing activities..................................      (270)       414  

  Effect of exchange rate changes on cash..............................................       (14)       (13)  
                                                                                          -------    -------   
  Cash used in continuing operations...................................................      (364)      (346)  
                                                                                          -------    -------  

Discontinued Operations: 
  Operating activities.................................................................        73          -  
  Investing activities.................................................................       (16)       (40) 
                                                                                          -------    -------  
  Cash provided by (used in) discontinued operations...................................        57        (40) 
                                                                                          -------    -------   
Net decrease in cash and cash equivalents..............................................      (307)      (386)  
Cash and cash equivalents, January 1...................................................       964      1,364   
                                                                                          -------    -------   
Cash and cash equivalents, June 30.....................................................   $   657    $   978   
                                                                                          =======    =======   

</TABLE>


                                            2



<TABLE>
<CAPTION>

                      TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                             Consolidated Financial Statements
                    (In millions of dollars, except per-share amounts.)

                                                                        June 30      Dec. 31    
Balance Sheet                                                             1997         1996     
- -------------                                                           -------      -------    
<S>                                                                     <C>          <C>
Assets
Current assets:
  Cash and cash equivalents..........................................   $   657      $   964    
  Short-term investments.............................................       534           14    
  Accounts receivable, less allowance for losses of 
    $68 million in 1997 and $90 million in 1996......................     1,769        1,799    
  Inventories:
    Raw materials....................................................       108          111    
    Work in process..................................................       356          361    
    Finished goods...................................................       273          231    
                                                                        -------      -------    
      Inventories....................................................       737          703    
                                                                        -------      -------    
  Prepaid expenses...................................................        55           50    
  Deferred income taxes..............................................       427          395    
  Net assets of discontinued operations..............................       524          529    
                                                                        -------      -------    
    Total current assets.............................................     4,703        4,454    
                                                                        -------      -------    
Property, plant and equipment at cost................................     6,994        6,712    
  Less accumulated depreciation......................................    (2,874)      (2,550)   
                                                                        -------      -------    
    Property, plant and equipment (net)..............................     4,120        4,162    
                                                                        -------      -------    
Deferred income taxes................................................       163          192    
Other assets.........................................................       401          552    
                                                                        -------      -------    
Total assets.........................................................   $ 9,387      $ 9,360    
                                                                        =======      =======    

Liabilities and Stockholders' Equity
Current liabilities:
  Loans payable and current portion long-term debt...................   $    52      $   314    
  Accounts payable...................................................       748          775    
  Accrued and other current liabilities..............................     1,342        1,397    
                                                                        -------      -------    
    Total current liabilities........................................     2,142        2,486    
                                                                        -------      -------    
Long-term debt.......................................................     1,667        1,697    
Accrued retirement costs.............................................       734          719    
Deferred credits and other liabilities...............................       381          361    

Stockholders' equity:
  Preferred stock, $25 par value. Authorized - 10,000,000 shares.
    Participating cumulative preferred. None issued..................        --           --    
  Common stock, $1 par value. Authorized - 500,000,000 shares.
    Shares issued: 1997 - 191,856,607; 1996 - 190,396,797............       192          190    
  Paid-in capital....................................................     1,183        1,116    
  Retained earnings..................................................     3,127        2,814    
  Less treasury common stock at cost.
    Shares: 1997 - 156,325; 1996 - 143,525...........................       (13)         (12)   
  Other..............................................................       (26)         (11)   
                                                                        -------      -------    
    Total stockholders' equity.......................................     4,463        4,097    
                                                                        -------      -------    
Total liabilities and stockholders' equity...........................   $ 9,387      $ 9,360    
                                                                        =======      =======

</TABLE>



                                         3


              TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES

                      Notes to Financial Statements


Earnings per common and common equivalent share are based on average common 
and common equivalent shares outstanding (198.5 and 194.6 million shares for 
the second quarters of 1997 and 1996, and 197.8 and 194.4 million shares for 
the six months ended June 30, 1997 and 1996).  Shares issuable upon exercise 
of dilutive stock options and upon conversion of dilutive convertible 
debentures are included in average common and common equivalent shares 
outstanding.

Results for the second quarter of 1997 include a pretax operating charge of 
$44 million for the termination of joint-venture agreements in Thailand and a 
$66 million pretax gain from the sale of three TI businesses, principally 
software.

In the first quarter of 1997, the company sold its mobile computing business 
and terminated its digital imaging printing development program.  As a result, 
the company took a pretax charge of $56 million in the first quarter, of which 
$27 million was for severance for involuntary employment reductions worldwide. 
These severance actions were essentially completed by the end of the quarter 
and affected approximately 1,045 employees.  The balance, $29 million, was for 
other costs associated with the business sale and program termination, 
including vendor cancellation and lease charges.

On July 11, 1997, the sale of TI's defense business was closed with Raytheon 
Company for $2.95 billion in cash. The net gain from this sale, after taxes 
and transaction costs, will be approximately $1.5 billion and will be included 
in discontinued operations in the company's third-quarter 1997 report.

Accounting policy on derivatives: Net currency exchange gains and losses from 
forward currency exchange contracts to hedge net balance sheet exposures are 
charged or credited on a current basis to other income (expense) net. Gains 
and losses from forward currency exchange contracts to hedge specific 
transactions are deferred and included in the measurement of the related 
transactions. Gains and losses from interest rate swaps are included on the 
accrual basis in interest expense. Gains and losses from terminated forward 
currency exchange contracts and interest rate swaps are deferred and 
recognized consistent with the terms of the underlying transaction.

The statements of income, statements of cash flows and balance sheet at June 
30, 1997, are not audited but reflect all adjustments which are of a normal 
recurring nature and are, in the opinion of management, necessary to a fair 
statement of the results of the periods shown.








                                         4


I
TEM 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Higher operating margins and strong revenues for semiconductors, especially in 
digital signal processing solutions, drove substantial improvement in 
profitability in the second quarter of 1997 for the Registrant (the "company" 
or "TI").

TI's operating margin, excluding a special charge, increased in the quarter to 
13 percent, compared with the year-ago level of 2 percent.  From the first 
quarter of 1997, TI's operating margin increased 3 percentage points, 
excluding special charges in both quarters.  Improvement in semiconductor 
operating margin was the major factor in these changes.

During the quarter, TI made progress in its strategy to strengthen its 
leadership in digital signal processing solutions, a market that the company 
expects will reach $50 billion over the next decade.  This progress was 
reflected in the broad market acceptance of TI's newest digital signal 
processor, the TMS320C6x.  A majority of the major Internet access equipment 
providers has chosen the 'C6x for their advanced designs.  Total design-ins 
are growing at a rate faster than any previous generation of digital signal 
processors.  Additionally, TI completed the divestitures of the software, 
telecommunications systems and multipoint systems businesses in order to focus 
resources on digital signal processing solutions.

     NOTE: On July 11, the sale of TI's defense business was closed with 
     Raytheon Company for $2.95 billion in cash.  The net proceeds have 
     been placed in short-term interest-bearing money market securities 
     and will contribute to interest income.  The net gain of approximately 
     $1.5 billion, after taxes and transaction costs, will be included in 
     the company's third-quarter 1997 results.  Throughout this report, the 
     defense operation is reported as a discontinued business.

FINANCIAL SUMMARY

Revenues for the second quarter of 1997 were $2559 million, up 7 percent 
from the year-ago period, primarily because of strong semiconductor demand, 
particularly for TI's digital signal processing solutions.  Financial results 
in the second quarter of 1996 included revenues from TI businesses that have 
since been sold, primarily mobile computing and printers.

Results for the current quarter also include two special pretax items: 
an operating charge of $44 million for the termination of joint-venture 
agreements in Thailand, and a $66 million gain from the sale of three TI 
businesses, the largest of which was software.

Additionally, second quarter 1997 results include an accrual of $32 million 
for profit sharing.  No accrual was taken in the first quarter of 1997. 
Results also include catch-up royalties from two new semiconductor patent 
cross-license agreements.

Excluding the two special items, earnings per share (EPS) from 
continuing operations were $1.07.  Including the special items, EPS from 
continuing operations were $1.13, compared with $0.21 in the year-ago period. 
EPS from discontinued operations were $0.13, compared with $0.18 in the 
second quarter of 1996.  



                                       5

Net income from continuing operations, excluding the special items, was $213 
million versus $41 million in the second quarter of 1996.  Including the 
special items, net income was $224 million.  Net income from discontinued 
operations was $25 million versus $35 million in the second quarter of 1996.

Profit from operations (PFO) from continuing operations, excluding the 
operating charge, was $336 million versus $40 million in the year-ago period. 
Including the operating charge, PFO from continuing operations was $287 
million.

SEMICONDUCTOR

In the second quarter of 1997, semiconductor orders grew 72 percent over the 
prior-year level, which had been affected by an unusually sharp decline in 
prices for dynamic random access memories (DRAMs).  Compared with the first 
quarter of 1997, semiconductor orders, excluding memories, were up.  Digital 
signal processing solutions again reached record levels, with particular 
strength in wireless communications and networking end-equipment markets.  
Orders for DRAMs were lower, which caused total semiconductor orders to be 
flat compared with the first quarter.

Semiconductor revenues were up 17 percent from the second quarter of 1996, and 
up 10 percent from the first quarter of 1997.  The major portion of the 
increase was due to higher sales of digital signal processing solutions, which 
represent more than 40 percent of total semiconductor revenues.  With the 
completed divestitures, semiconductor now constitutes about 80 percent of TI's 
total revenues.

Semiconductor PFO increased fourfold versus the year-ago quarter, and more 
than 45 percent versus the first quarter of 1997, excluding special charges.  
Solid gains were made in manufacturing productivity.  Semiconductor operating 
margin increased 10 percentage points from a year ago, and was up 4 percentage 
points from the first quarter of 1997.

The loss in DRAMs narrowed for the third consecutive quarter.  However, 
pricing pressures increased in the latter part of the quarter, keeping 
pressure on the DRAM business in the near term.

MATERIALS & CONTROLS

Revenues and PFO in TI's materials and controls business were at record levels 
in the second quarter of 1997, up 5 percent and 46 percent, respectively, from 
the year-ago period.  Operating margin increased nearly 3 percentage points 
from the first quarter of 1997 and was at solid double-digit levels in the 
second quarter.

Increased demand for TIRIS(TM) radio frequency identification systems was a 
major factor in the strong growth in orders in materials and controls.  Since 
the beginning of the year, this business has completed shipment of more than 
800,000 TIRIS key tags to Mobil USA as part of Mobil's gas pump point-of-sale 
program, called Speedpass(TM).








                                       6

CALCULATORS

Revenues for this business were 19 percent higher in the second quarter of 
1997 compared with the year-ago period, and PFO was up 16 percent.  The 
improvement was due to strength in graphing calculators.  This business 
typically delivers peak financial performance in the second and third 
quarters, due primarily to the school-year cycle.

Also in the second quarter, the calculator business strengthened its focus on 
geographic expansion by extending the Teachers Teaching with Technology 
program to Europe, Asia and Latin America.  This program promotes the adoption 
and effective use of TI calculators in math and science curricula.

DIGITAL IMAGING

TI continues to reduce costs in digital imaging as this operation transitions 
from a research and development phase into a very competitive market 
environment.  During the quarter, several projector manufacturers demonstrated 
a wide range of new products based on TI's technology.  Efforts continue to 
resolve production start-up problems on home entertainment projection systems.

SUMMARY

In the second quarter, end-equipment manufacturers continued to tightly 
control  inventories.  TI's latest survey of U.S. customers shows that 
semiconductor inventories decreased to a record low level of 2.4 weeks, down 
from 2.5 weeks in the previous quarter.

Growth in the market for digital signal processors remains strong -- at about 
30 percent annually.  Volatility in the DRAM market is expected to continue in 
the near term, although the bit growth rate remains above 90 percent. 

TI's outlook for longer-term semiconductor market growth remains positive, and 
plans for 1997 continue to be based on a moderate market recovery. As a 
result, TI expects capital expenditures in 1997 to be at or slightly above the 
previous forecast of $1.1 billion.






















                                       7

Additional Financial Information


<TABLE>
<CAPTION>

                          Change in orders,       Change in net revenues,
Segment                   2Q97 vs. 2Q96           2Q97 vs. 2Q96
- -------                   -----------------       -----------------------

<S>                       <C>                     <C>
Components                up 66%                  up 19%
Digital Products          down 45%                down 47%
Total                     up 38%                  up 7%



                          Change in orders,       Change in net revenues,
Segment                   1H97 vs. 1H96           1H97 vs. 1H96
- -------                   -----------------       -----------------------

Components                up 30%                  up 7%
Digital Products          down 57%                down 60%
Total                     up 13%                  down 5%


</TABLE>



TI's orders for the second quarter of 1997 were $2657 million, compared with 
$1927 million in the same period of 1996.  The increase in the components 
segment was due primarily to a substantial increase in orders for digital 
signal processing solutions,  along with improvement in memory orders.  In the 
digital products segment, orders were down, primarily due to the sale of TI's 
mobile computing and printer businesses.

TI's revenues for the second quarter of 1997 were $2559 million, compared with 
$2399 million in the same period of 1996.  The increase in components segment 
revenues resulted primarily from increased sales of digital signal processing 
solutions and higher royalties.  Digital products revenues were down, 
primarily due to the sale of TI's mobile computing and printer businesses.

PFO from continuing operations for the second quarter was $287 million, 
compared to $40 million in the second quarter of 1996.  The increase is 
primarily due to higher semiconductor revenues and margins, higher royalties, 
and the absence of losses in mobile computing.

As previously announced, during the quarter TI entered into ten-year cross-
licensing agreements with NEC Corporation of Japan and Vanguard International 
Semiconductor Corporation.  The agreement with Vanguard is the first 
semiconductor patent agreement between TI and a Taiwanese company other than 
TI's joint venture with the Acer Group.

Components segment profit was up considerably over the second quarter of 1996, 
primarily due to higher semiconductor revenues and margins and increased 
royalties.  The digital products segment was profitable for the quarter 
primarily due to the absence of losses in mobile computing.



                                       8

For the first six months of 1997, TI's orders were $5157 million, compared 
with $4563 million for the first six months of 1996.  The increase in 
components segment orders resulted from strong demand for digital signal 
processing solutions, as well as improvements in all other product areas. 
The digital products segment orders were down significantly due to the sale of 
the mobile computing, custom manufacturing and printer businesses.

Net revenues for the first half of 1997 were $4823 million, compared with 
$5074 million in the first half of 1996.  The increase in component segment 
revenue resulted from higher semiconductor revenues and higher royalties.  The 
decrease in digital products segment revenue was due primarily to the sale of 
TI's mobile computing, custom manufacturing and printer businesses.

TI's PFO from continuing operations for the first six months of 1997 was $458 
million, compared with $186 million in the first half of 1996.  The increase 
was primarily from higher semiconductor profits due to improved margins and 
increased revenues and higher semiconductor royalty revenues.  The moderate 
digital products segment increase was due primarily to the absence of losses 
in mobile computing.

Net income from continuing operations for the first half of 1997 was $326 
million, compared with $173 million in the first six months of 1996.  Earnings 
per share were $1.65, compared with $0.89.

The income tax rate for the first half of 1997 was 35 percent, which is the 
current estimate of the rate for the full year.

During the first six months of 1997, cash and cash equivalents plus short-term 
investments increased by $213 million to $1191 million.  Cash flow from 
operating activities net of additions to property, plant and equipment was 
$260 million.  Capital expenditures during the first half of 1997 totaled $562 
million, and the sale of three TI  businesses generated $177 million of cash 
in the second quarter.  On July 11, 1997, Raytheon Company purchased the 
assets of TI's defense operations for $2.95 billion in cash.  The net proceeds 
have been placed in short-term interest-bearing money market securities.  TI 
intends to use the cash to strengthen its focus on digital signal processing 
solutions.

The outstanding balance of commercial paper was reduced from $300 million to 
zero during the second quarter.  The debt-to-total-capital ratio was .28, down 
from the year-end 1996 value of .33.  

TI's backlog of unfilled orders as of June 30, 1997, was $1917 million, up 
$225 million from the second quarter of 1996 and up $57 million from the first 
quarter of 1997.  The increase was primarily due to semiconductor.

TI's R&D was $280 million in the second quarter of 1997, compared with $235 
million in the second quarter of 1996.  R&D for the first six months of 1997 
was $520 million, compared with $478 million in the first half of 1996.  R&D 
for the full year is expected to be $1.1 billion.

Capital expenditures in the second quarter of this year were $337 million, 
compared with $598 million in the second quarter of 1996 and $562 million for 
the first half of 1997, compared with $1122 million for the first six months 
of 1996.




                                       9

Depreciation in the second quarter of 1997 was $274 million, compared with 
$212 million in the second quarter of 1996, and $519 million for the first six 
months of 1997, compared with $385 million for the same period of 1996.  
Depreciation for the total year is projected at $1.1 billion.



 
                       PART II - OTHER INFORMATION


ITEM 4.  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders held on April 17, 1997, in addition 
to the election of directors, the stockholders voted upon the two board 
proposals contained in the Registrant's Proxy Statement dated March 7, 
1997.

The board nominees were elected as directors with the following vote:


<TABLE>
       Nominee                       For                 Withheld
       -------                       ---                 ---------
<S>                                 <C>                  <C>
James R. Adams                      168,330,929             918,941
David L. Boren                      168,088,991           1,160,879
James B. Busey IV                   168,338,006             911,864
Thomas J. Engibous                  168,186,802           1,063,068
Gerald W. Fronterhouse              168,018,560           1,231,310
David R. Goode                      168,363,019             886,851
Gloria M. Shatto                    168,342,878             906,992
William P. Weber                    168,366,954             882,916
Clayton K. Yeutter                  168,080,320           1,169,550

</TABLE>


The two board proposals were approved with the following vote:


<TABLE>
                                                 Abstentions
                                                 (Other Than
                                                   Broker       Broker
Proposal               For          Against       Non-Votes)   Non-Votes
- --------               -----------  ----------   -----------   ---------
<S>                    <C>          <C>             <C>        <C>
Board proposal with    165,409,344   2,163,115      561,635    1,115,776
respect to adoption
of the Texas
Instruments Executive
Officer Performance
Plan

Board proposal with    142,617,935  25,127,386      388,775    1,115,774
respect to adoption
of the TI Employees
1997 Stock Purchase
Plan

</TABLE>




                                      10


<TABLE>
<CAPTION>


ITEM 6.  Exhibits and Reports on Form 8-K.

          (a)  Exhibits

               Designation of
                 Exhibits in
                 this Report           Description of Exhibit
               --------------      -----------------------------
                    <S>            <C>
                    10(b)(iii)     Amendment No. 2 to TI Deferred
                                   Compensation Plan

                    11             Computation of primary and fully
                                   diluted earnings per common and
                                   common equivalent share.

                    12             Computation of Ratio of Earnings
                                   to Fixed Charges and Ratio of
                                   Earnings to Combined Fixed Charges
                                   and Preferred Stock Dividends.

                    27             Financial Data Schedule.
</TABLE>


          (b)  Report on Form 8-K

The Registrant filed the following report on Form 8-K with the Securities 
and Exchange Commission during the quarter ended June 30, 1997:  Form 8-K 
dated April 21, 1997, which included a news release regarding the sale of 
the Registrant's software business.


























                                        11



"Safe Harbor" Statement under the Private Securities Litigation Reform Act 
of 1995: 

With the exception of historical information, the matters discussed in this 
Report on Form 10-Q are forward-looking statements that involve 
risks and uncertainties including, but not limited to, economic conditions, 
product demand and industry capacity,  competitive products and pricing, 
manufacturing efficiencies, new product development, ability to enforce 
patents, availability of raw materials and critical manufacturing 
equipment, new plant startups, the regulatory and trade environment, and
other risks indicated in filings with the Securities and Exchange 
Commission.

Trademarks:  TIRIS is a trademark of Texas Instruments Incorporated.  Speedpass
 is a trademark of Mobil Corporation.




                                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, thereunto duly authorized.

                                     TEXAS INSTRUMENTS INCORPORATED




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

Date:  July 18, 1997
























                                        12


<TABLE>
<CAPTION>

Exhibit Index

Designation of                                              Paper (P)
 Exhibits in                                                   or
 this Report             Description of Exhibit            Electronic (E)
- ----------------         -----------------------          --------------
    <S>                  <C>                                    <C>
    10(b)(iii)          Amendment No. 2 to TI Deferred          E
                        Compensation Plan

    11                  Computation of primary and              E
                        fully diluted earnings per
                        common and common equiv-
                        alent share.

    12                  Computation of Ratio of                 E
                        Earnings to Fixed Charges and
                        Ratio of Earnings to Combined
                        Fixed Charges and Preferred
                        Stock Dividends.

    27                  Financial Data Schedule                 E

</TABLE>
































                                        13




                                                            EXHIBIT 10(b)(iii)
                                                            ------------------


                               AMENDMENT NO. 2

                                      TO

                         TI DEFERRED COMPENSATION PLAN


	TEXAS INSTRUMENTS INCORPORATED, a Delaware Corporation with its principal 
offices in Dallas, Texas (hereafter "TI") hereby amends the TI Deferred 
Compensation Plan (hereafter the "Plan") established by the Company as of 
October 19, 1994 in the respects set forth below:

1.  A new second paragraph reading as follows is hereby added to the Plan 
immediately following the initial paragraph thereof:

    As of the Closing Date, as defined in the Asset Purchase Agreement dated 
January 4, 1997 between TI and Raytheon Company, all obligations of TI under 
this Plan with respect to the Participants who consent to this Amendment, as 
well as all Participants who are "Former Defense Employees" within the meaning 
of such Agreement, will be assumed by Raytheon Company as described in such 
Agreement, and the Plan will thereafter be interpreted as to such Participants 
by substituting, where appropriate, references to Raytheon Company or its 
affiliate or successor for references to TI.  Nothing herein shall permit the 
Participants described in the foregoing sentence to file any Deferred 
Compensation Agreement after the Closing Date.

2.  Section 1-11 of the Plan hereby
 is amended so as to read as follows: 

    Sec. 1-11.  Retirement.  "Retirement" means the Termination of Employment 
of a Participant because of the Participant's retirement pursuant to the terms 
of any pension or retirement plan maintained by TI or a subsidiary of TI, or 
the Participant's Termination of Employment with TI and all subsidiaries of TI 
due to the Participant's disability as determined by the Plan Administrator in 
its sole discretion.  Notwithstanding the foregoing, for a Participant who 
becomes an employee of Raytheon Company or any subsidiary or parent of such 
corporation or any successor or survivor of such corporation in a merger or 
other reorganization (collectively "Raytheon" hereafter) as a result of the 
sale of TI's defense business to Raytheon pursuant to the Asset Purchase 
Agreement dated January 4, 1997 between TI and Raytheon, "Retirement" for 
purposes of Section 3-4 and Section 3-5 of this Plan means a Termination of 
Employment because of the Participant's retirement pursuant to the terms of any 
pension or retirement plan maintained by Raytheon, or the Participant's 



                                       1
Termination of Employment with Raytheon due to the Participant's disability as 
determined by the Plan Administrator in its sole discretion; provided, however, 
that the provisions of this sentence shall apply only to such Participants who 
consent to this Amendment on or before March 14, 1997 or such other date as may 
be determined by the Plan Administrator.

3.  Section 1-12 of the Plan hereby is amended so as to read as follows:

    Sec. 1-12.  Termination of Employment.  "Termination of Employment" means 
the complete cessation of the employer-employee relationship between a 
Participant and TI and all subsidiaries of TI, including a leave of absence 
from which the Plan Administrator, in its sole discretion, determines that the 
Participant is not expected to return.  Notwithstanding the foregoing, for a 
Participant who becomes an employee of Raytheon as a result of the sale of TI's 
defense business to Raytheon pursuant to the Asset Purchase Agreement dated 
January 4, 1997 between TI and Raytheon, "Termination of Employment" for 
purposes of Section 3-4 and Section 3-5 of this Plan means complete cessation 
of the employee-employer relationship between the Participant and Raytheon, 
including a leave of absence in which the Plan Administrator, in its sole 
discretion, determines that the Participant is not expected to return; 
provided, however, that the provisions of this sentence shall apply only to 
such Participants who consent to this Amendment on or before March 14, 1997 or 
such other date as may be determined by the Plan Administrator.

This Amendment shall be effective as of January 16, 1997.

EXECUTED as of the 16th day of January, 1997.

                               						TEXAS INSTRUMENTS INCORPORATED

                                     BY:/s/  RICHARD J. AGNICH     

















                                       2



<TABLE>
<CAPTION>
                                                                                                   EXHIBIT 11
                                                                                                   ----------


                          TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
             PRIMARY AND FULLY DILUTED EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
                             (In thousands, except per-share amounts.)


                                                              For Three Months Ended    For Six Months Ended
                                                              ----------------------    ---------------------
                                                                June 30     June 30      June 30     June 30 
                                                                  1997        1996         1997        1996  
                                                               --------    --------     --------    -------- 
<S>                                                            <C>         <C>          <C>         <C>
Income from continuing operations............................  $223,509    $ 41,047     $325,539    $173,047 
  Add:
    Interest, net of tax and profit sharing effect, on
      convertible debentures assumed converted...............       345         460          686         921 
                                                               --------    --------     --------    -------- 
Adjusted income from continuing operations...................   223,854      41,507      326,225     173,968 
Income from discontinued operations..........................    25,403      34,549       52,718      65,785 
                                                               --------    --------     --------    -------- 
Adjusted net income..........................................  $249,257    $ 76,056     $378,943    $239,753 
                                                               ========    ========     ========    ======== 


Earnings per Common and Common Equivalent Share:
Weighted average common shares outstanding...................   191,494     189,530      191,098     189,486 
  Weighted average common equivalent shares:
    Stock option and compensation plans......................     4,472       2,583        4,257       2,407 
    Convertible debentures...................................     2,491       2,493        2,491       2,493 
                                                                -------     -------      -------     ------- 
Weighted average common and common equivalent shares.........   198,457     194,606      197,846     194,386 
                                                                =======     =======      =======     ======= 


Earnings per Common and Common Equivalent Share: 
  Income from continuing operations..........................  $   1.13    $   0.21     $   1.65    $   0.89 
  Income from discontinued operations........................      0.13        0.18         0.27        0.34 
                                                               --------    --------     --------    -------- 
  Net income.................................................  $   1.26    $   0.39     $   1.92    $   1.23 
                                                               ========    ========     ========    ======== 


Earnings per Common Share
 Assuming Full Dilution:
Weighted average common shares outstanding...................   191,494     189,530      191,O98     189,486 
  Weighted average common equivalent shares:
    Stock option and compensation plans......................     4,475       2,583        4,475       2,409 
    Convertible debentures...................................     2,491       2,493        2,491       2,493 
                                                                -------     -------      -------     ------- 
Weighted average common and common equivalent shares.........   198,460     194,606      198,064     194,388 
                                                                =======     =======      =======     ======= 

Earnings per Common Share Assuming Full Dilution:.
  Income from continuing operations..........................  $   1.13    $   0.21     $   1.64    $   0.89 
  Income from discontinued operations........................      0.13        0.18         0.27        0.34 
                                                               --------    --------     --------    -------- 
  Net income.................................................  $   1.26    $   0.39     $   1.91    $   1.23 
                                                               ========    ========     ========    ======== 

</TABLE>






<TABLE>
<CAPTION>
                                                                                       EXHIBIT 12
                                                                                       ----------


                          TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES                        
                  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF                 
                 EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS                
                                       (Dollars in millions)                                     


                                                                                   For Six Months
                                                                                    Ended June 30  
                                                                                  ----------------
                                             1992    1993    1994    1995    1996    1996    1997 
                                            -----   -----   -----   -----   -----   -----   ----- 
<S>                                        <C>     <C>     <C>     <C>     <C>     <C>     <C>

Income before income taxes                                                                 
  and fixed charges:                                                                              
    Income before cumulative                                                               
      effect of accounting changes,                                                               
      interest expense on loans,                                                                  
      capitalized interest amortized,                                                             
      and provision for income taxes.....  $  242  $  561  $  943  $1,530  $   65  $  259  $  560 
    Add interest attributable to                                                                  
      rental and lease expense...........      42      38      40      41      44      22      22 
                                            -----   -----   -----   -----   -----   -----   ----- 
                                           $  284  $  599  $  983  $1,571  $  109  $  281  $  582 
                                            =====   =====   =====   =====   =====   =====   ===== 

Fixed charges:
  Total interest on loans (expensed
    and capitalized).....................  $   57  $   55  $   58  $   69  $  108  $   41  $   65 
  Interest attributable to rental
    and lease expense....................      42      38      40      41      44      22      22 
                                            -----   -----   -----   -----   -----   -----   ----- 
Fixed charges............................  $   99  $   93  $   98  $  110  $  152  $   63  $   87 
                                            =====   =====   =====   =====   =====   =====   ===== 

Combined fixed charges and
  preferred stock dividends:
    Fixed charges........................  $   99  $   93  $   98  $  110  $  152  $   63  $   87 
    Preferred stock dividends
     (adjusted as appropriate to a
      pretax equivalent basis)...........      55      29      --      --      --      --      -- 
                                            -----   -----   -----   -----   -----   -----   ----- 
    Combined fixed charges and
      preferred stock dividends..........  $  154  $  122  $   98  $  110  $  152  $   63  $   87 
                                            =====   =====   =====   =====   =====   =====   ===== 

Ratio of earnings to fixed charges.......     2.9     6.4    10.0    14.3       *     4.5     6.7 
                                            =====   =====   =====   =====   =====   =====   ===== 

Ratio of earnings to combined
  fixed charges and preferred
  stock dividends........................     1.8     4.9    10.0    14.3       *     4.5     6.7 
                                            =====   =====   =====   =====   =====   =====   ===== 


* Not meaningful.
  The coverage deficiency was $43 million in 1996.

</TABLE>







<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from THE 
CONSOLIDATED FINANCIAL STATEMENTS OF TEXAS INSTRUMENTS INCORPORATED AND 
SUBSIDIARIES AS OF JUNE 30, 1997, AND FOR THE SIX MONTHS THEN ENDED, and is 
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000 
       
<S>                                                <C>
<PERIOD-TYPE>                                      6-MOS
<FISCAL-YEAR-END>                                                 DEC-31-1997
<PERIOD-END>                                                      JUN-30-1997
<CASH>                                                                    657 
<SECURITIES>                                                              534 
<RECEIVABLES>                                                           1,769 
<ALLOWANCES>                                                               68 
<INVENTORY>                                                               737 
<CURRENT-ASSETS>                                                        4,703 
<PP&E>                                                                  6,994 
<DEPRECIATION>                                                          2,874 
<TOTAL-ASSETS>                                                          9,387 
<CURRENT-LIABILITIES>                                                   2,142 
<BONDS>                                                                 1,667 
<PREFERRED-MANDATORY>                                                       0 
<PREFERRED>                                                                 0 
<COMMON>                                                                  192 
<OTHER-SE>                                                              4,271 
<TOTAL-LIABILITY-AND-EQUITY>                                            9,387 
<SALES>                                                                 4,823 
<TOTAL-REVENUES>                                                        4,823 
<CGS>                                                                   3,069 
<TOTAL-COSTS>                                                           3,069 
<OTHER-EXPENSES>                                                          520 
<LOSS-PROVISION>                                                            0 
<INTEREST-EXPENSE>                                                         51 
<INCOME-PRETAX>                                                           501 
<INCOME-TAX>                                                              175 
<INCOME-CONTINUING>                                                       326 
<DISCONTINUED>                                                             52 
<EXTRAORDINARY>                                                             0 
<CHANGES>                                                                   0 
<NET-INCOME>                                                              378 
<EPS-PRIMARY>                                                            1.92 
<EPS-DILUTED>                                                               0
        

</TABLE>