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 March 31, 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      
                                                     ----      ----

                                 191,132,969
- -----------------------------------------------------------------------------
          Number of shares of Registrant's common stock outstanding
                             as of March 31, 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 
                                                                                  Mar.31        Mar.31  
Income                                                                             1997          1996   
- ------                                                                           --------      -------- 
<S>                                                                               <C>           <C>
Net revenues................................................................      $ 2,263       $ 2,675 
Operating costs and expenses:
  Cost of revenues..........................................................        1,472         1,889 
  Research and development..................................................          239           243 
  Marketing, general and administrative.....................................          381           397 
                                                                                 --------      -------- 
    Total...................................................................        2,092         2,529 
                                                                                 --------      -------- 
Profit from operations......................................................          171           146 
Other income (expense) net..................................................           10            56 
Interest on loans...........................................................           24            12 
                                                                                 --------      -------- 
Income before provision for income taxes....................................          157           190 
Provision for income taxes..................................................           55            58 
                                                                                 --------      -------- 
Income from continuing operations...........................................          102           132
Income from discontinued operations.........................................           27            31 
                                                                                 --------      -------- 
Net income..................................................................      $   129       $   163 
                                                                                 ========      ========  

Earnings per common and common equivalent share: 
  Continuing operations.....................................................      $  0.52       $  0.68 
  Discontinued operations...................................................         0.14          0.16 
                                                                                 --------      -------- 
  Net income................................................................      $  0.66       $  0.84 
                                                                                 ========      ======== 

Cash dividends declared per share of common stock...........................      $  0.17       $  .17 

Cash Flows
- ----------
Continuing Operations: 
  Net cash provided by (used in) operating activities.......................      $   278       $   (5) 

  Cash flows from investing activities:
    Additions to property, plant and equipment..............................         (225)         (523)
    Purchases of short-term investments.....................................          (60)           (7)
    Sales and maturities of short-term investments..........................           11           144 
    Proceeds from sale of business..........................................           --           120 
                                                                                 --------      -------- 
  Net cash used in investing activities.....................................         (274)         (266) 

  Cash flows from financing activities:
    Addition to long-term debt..............................................           --           300 
    Dividends paid on common stock..........................................          (32)          (32)
    Sales and other common stock transactions...............................           41             3 
    Other...................................................................           20             9 
                                                                                 --------      -------- 
  Net cash provided by financing activities.................................           29           280 

  Effect of exchange rate changes on cash...................................          (11)           (8) 
                                                                                 --------      --------  
  Cash provided by continuing operations....................................           22             1 
                                                                                 --------      --------  





                                       2

Discontinued Operations: 
  Operating activities......................................................           13           (67) 
  Investing activities......................................................          (10)          (19) 
                                                                                 --------      -------- 
  Cash provided by (used in) discontinued operations........................            3           (86) 
                                                                                 --------      -------- 
Net increase (decrease) in cash and cash equivalents........................           25           (85) 
Cash and cash equivalents, January 1........................................          964         1,364 
                                                                                 --------      -------- 
Cash and cash equivalents, March 31.........................................      $   989       $ 1,279 
                                                                                 ========      ======== 
</TABLE>























































                                       3


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

                                                                        Mar. 31      Dec. 31    
Balance Sheet                                                             1997         1996     
- -------------                                                           -------      -------    
<S>                                                                     <C>          <C>
Assets
Current assets:
  Cash and cash equivalents..........................................   $   989      $   964    
  Short-term investments.............................................        63           14    
  Accounts receivable, less allowance for losses of 
    $67 million in 1997 and $90 million in 1996......................     1,699        1,799    
  Inventories:
    Raw materials....................................................       103          111    
    Work in process..................................................       337          361    
    Finished goods...................................................       223          231    
                                                                        -------      -------    
      Inventories....................................................       663          703    
                                                                        -------      -------    
  Prepaid expenses...................................................        54           50    
  Deferred income taxes..............................................       402          395    
  Net assets of discontinued operations..............................       553          529    
                                                                        -------      -------    
    Total current assets.............................................     4,423        4,454    
                                                                        -------      -------    
Property, plant and equipment at cost................................     6,816        6,712    
  Less accumulated depreciation......................................    (2,724)      (2,550)   
                                                                        -------      -------    
    Property, plant and equipment (net)..............................     4,092        4,162    
                                                                        -------      -------    
Deferred income taxes................................................       188          192    
Other assets.........................................................       560          552    
                                                                        -------      -------    
Total assets.........................................................   $ 9,263      $ 9,360    
                                                                        =======      =======    

Liabilities and Stockholders' Equity
Current liabilities:
  Loans payable and current portion long-term debt...................   $   368      $   314    
  Accounts payable...................................................       652          775    
  Accrued and other current liabilities..............................     1,290        1,397    
                                                                        -------      -------    
    Total current liabilities........................................     2,310        2,486    
                                                                        -------      -------    
Long-term debt.......................................................     1,643        1,697    
Accrued retirement costs.............................................       712          719    
Deferred credits and other liabilities...............................       364          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 - 191,289,194; 1996 - 190,396,797............       191          190    
  Paid-in capital....................................................     1,157        1,116    
  Retained earnings..................................................     2,911        2,814    
  Less treasury common stock at cost.
    Shares: 1997 - 156,225; 1996 - 143,525...........................       (13)         (12)   
  Other..............................................................       (12)         (11)   
                                                                        -------      -------    
    Total stockholders' equity.......................................     4,234        4,097    
                                                                        -------      -------    
Total liabilities and stockholders' equity...........................   $ 9,263      $ 9,360    
                                                                        =======      =======    
</TABLE>








                                       4

                  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 (197.2 and 194.2 million shares for 
the first quarters of 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. 

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.

The statements of income, statements of cash flows and balance sheet at 
March 31, 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.


































                                       5


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

Higher operating margins in the Registrant's (the "company" or "TI") 
differentiated semiconductor products led to improved profitability in the 
first quarter of 1997.  Major strategic actions continue to accelerate TI's 
progress in providing value, growth and improved financial stability, and 
further strengthen TI's position in digital signal processing solutions 
(DSPS).

Note: Throughout this report, TI's defense operations are reported as a 
discontinued business.  As previously reported, TI expects the acquisition by 
Raytheon of its defense business to close in the second quarter of 1997.

FINANCIAL SUMMARY

Revenues from continuing operations during the first quarter of 1997 were 
$2263 million, down 15 percent from the year-ago period, reflecting lower 
prices for dynamic random access memory (DRAM) chips, and the absence of 
revenues due to the sale of TI's mobile computing, custom manufacturing 
services and printer businesses.

Results for the current quarter include a special pretax charge of $56 
million, primarily related to severance actions and other costs associated 
with the sale of TI's mobile computing business.

Earnings per share (EPS) for the quarter from continuing operations, excluding 
the charge, were $0.70, compared with $0.68 in the year-ago period.  EPS from 
discontinued operations were $0.14, compared with $0.16 in the first quarter 
of 1996.  Including the charge, EPS from continuing operations were $0.52.

Profit from operations (PFO) from continuing operations, excluding the charge, 
was $227 million versus $146 million in the year-ago period.  Net income from 
continuing operations, excluding the charge, was $138 million versus $132 
million in the first quarter of 1996.  Including the charge, PFO from 
continuing operations was $171 million and net income was $102 million.  Net 
income from discontinued operations was $27 million versus $31 million in the 
year-ago period.

TI's operating profit margin, excluding the charge, improved sharply in the 
first quarter to 10.0 percent, up from 5.5 percent in the year-ago period, due 
to higher gross margins.  Marketing, general and administrative expenses for 
TI as a percentage of revenues were 15.6 percent, compared with 14.8 percent 
in the year-ago period, excluding the portion of the charge related to this 
expense category.  Including the charge, operating profit margin in the first 
quarter was 7.6 percent.

SEMICONDUCTOR

Semiconductor orders were higher than the year-ago period and grew at double-
digit rates over the fourth quarter of 1996, with strength across all products 
and geographic regions.  Orders for DSP Solutions (DSPs and mixed-
signal/analog products) reached record levels, with particular strength in 
mass storage, networking and wireless communications end equipment markets.


                                       6

TI's semiconductor revenues were below year-ago levels, primarily due to lower 
DRAM prices.  Excluding memory, semiconductor revenues were significantly 
higher than year-ago levels.  Revenues for digital signal processors and 
mixed-signal/analog products continue strong, at more than 40 percent of total 
semiconductor revenues.

Semiconductor profit from operations was up substantially from the first 
quarter of 1996, reflecting strength in differentiated products.  Compared 
with the fourth quarter of 1996 (excluding special charges), PFO was up more 
than 50 percent because of differentiated semiconductors and narrowing losses 
in DRAMs.

During the quarter, TI strengthened its leadership position in digital signal 
processors with the introduction of the TMS320C6x, which has the speed and 
power to support the explosive growth of data communications, especially the 
Internet.

U.S. Robotics, the leading supplier of computer modems to the retail channel, 
began shipments during the quarter of the x2 modem, based on a DSP solution 
from TI.  It provides data transmission at speeds up to twice that of existing 
modems.  Packard Bell NEC, Inc., a leading manufacturer of personal computers, 
also announced the adoption of the x2 modem.

MATERIALS & CONTROLS

Revenues in TI's materials and controls business were up slightly from the 
first quarter of 1996.  Operating profit margins increased from the first 
quarter of 1996 and are at double-digit levels.  The materials and controls 
business continues to develop electronic sensors, and recently won a multi-
million dollar order for TIRIS radio frequency identification systems that 
will provide gas pump point-of-sale capability to Mobil Corp.

PERSONAL PRODUCTIVITY PRODUCTS

As previously announced, TI sold its mobile computing business to The Acer 
Group during the quarter.  Revenues during the quarter in the calculator 
business reflected seasonal patterns.  The business continues to invest in new 
product development, and plans to expand in the educational market in Europe 
and Asia during 1997.

EMERGING OPPORTUNITIES

TI continues to focus on achieving cost reductions in its digital imaging 
operation as it transitions from a research and development phase into volume 
production.  During the quarter, TI began shipping digital light processing 
(DLP) products for high brightness, professional projection systems 
manufactured by Digital Projection Limited, Electrohome, and Sony.

TI's software business released Composer 4(R) during the quarter, which 
provides the baseline toolset that enables customers to develop systems by 
assembling a collection of software components.





                                       7

SUMMARY

TI's plans for 1997 are based on a moderate recovery in the world 
semiconductor market of about 10 percent growth, following a decline of nine 
percent in 1996.  The non-DRAM portion of the market will likely grow more 
than 10 percent, with differentiated semiconductors such as DSPs and mixed-
signal analog products growing two to three times faster than the overall 
market.

Based on TI's latest customer survey, semiconductor inventories remain at 
record low levels.  The company is seeing signs of improved stability in DRAM 
pricing, and the combination of cost controls and momentum in TI's 
differentiated semiconductors are having a positive impact on the company's 
performance.

ADDITIONAL FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                          Change in orders,       Change in net revenues,
Segment                   1Q97 vs. 1Q96           1Q97 vs. 1Q96
- -------                   -----------------       -----------------------
<S>                       <C>                     <C>
Components                up 7%                   down 4%
Digital Products          down 68%                down 72%
Total                     down 5%                 down 15%
</TABLE>


TI's orders for the first quarter of 1997 were $2500 million, compared with 
$2635 million in the same period of 1996.  The decrease was due primarily to 
lower DRAM prices and the sale of TI's mobile computing, custom manufacturing 
services and printer businesses.

TI's revenues for the first quarter of 1997 were $2263 million, compared with 
$2675 million in the same period of 1996.  The decrease in the components 
segment was due to  DRAM pricing.  Digital products revenues were down due to 
the sale of TI's mobile computing, custom manufacturing services and printer 
businesses.

Royalty revenues in first-quarter 1997 were up moderately from the same period 
of 1996, primarily due to the previously announced cross-licensing agreement 
with Samsung Electronics Company, Ltd.

In the first quarter of 1997, the company sold its mobile computing business 
and terminated its digital printing development program.  As a result, the 
company took a special pretax charge of $56 million in the first quarter, of 
which $27 million was for severance for involuntary employment reductions 
worldwide.

Excluding the charge, profit from operations for the first quarter of 1997 was 
up substantially from the year-ago period to $227 million, primarily because 
of strength in differentiated semiconductors and the absence of losses in 
mobile computing.





                                       8
Components segment profit was up from the first quarter of 1996, primarily the 
result of increased volume and higher margins in differentiated 
semiconductors, despite the loss in memory.

Excluding the charge of $38 million, the digital products segment essentially 
broke even during the first quarter of 1997.  The improvement from the first 
quarter of 1996 was due to the absence of mobile computing losses.  

The income tax rate for the first quarter of 1997 was 35 percent, which is the 
estimated rate for the full year.

TI's financial condition remains sound.  During the quarter, cash and cash 
equivalents plus short-term investments increased by $74 million to $1052 
million.  Cash flow from operating activities net of additions to property, 
plant and equipment was a positive $53 million.  On January 6, 1997, TI and 
Raytheon Company announced that their boards of directors had approved a 
definitive agreement for Raytheon to purchase the assets of TI's defense 
operations for $2.95 billion in cash.  The transaction is subject to Hart-
Scott-Rodino antitrust review and is expected to close in the second quarter 
of 1997.  TI plans to use the net proceeds from the sale to strengthen its 
focus on digital solutions for the networked society.

The outstanding balance of commercial paper was $300 million at the end of the 
quarter, essentially unchanged from year-end 1996.  The debt-to-total-capital 
ratio was .32, down from the year-end 1996 value of .33.

TI's backlog of unfilled orders as of March 31, 1997, was $1860 million, up 
$237 million from the end of 1996, due to strong semiconductor orders.  
Backlog was down $303 million from the year-ago period due to lower DRAM 
prices.  Excluding memory, total backlog was up from the first quarter of 
1996. 

R&D was $239 million in the first quarter of 1997, compared with $243 million 
in the first quarter of 1996.  R&D is expected to be $1.1 billion in 1997, up 
from $1.0 billion in 1996 (excluding the one-time charge associated with the 
SSi acquisition), primarily to support semiconductors.

Capital expenditures in the first quarter of this year were $225 million, 
compared to $523 million in the first quarter of 1996.  For the full year 
1997, TI expects capital expenditures to be $1.1 billion.

Depreciation for the first quarter of 1997 was $246 million, compared to $173 
million in the year-ago period.  Depreciation for 1997 is projected at $1.1 
billion, up from $904 million in 1996.












                                       9


 
                       PART II - OTHER INFORMATION

<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(a)          Texas Instruments Executive Officer
                                   Performance 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)  Reports on Form 8-K

The Registrant filed the following reports on Form 8-K with the Securities 
and Exchange Commission during the quarter ended March 31, 1997:  Form 8-K 
dated January 4, 1997, which included a news release regarding the sale of 
Registrant's defense business; Form 8-K dated January 17, 1997, relating to 
Registrant's 1997 Annual Meeting of Stockholders; Form 8-K dated 
February 28, 1997, which included a news release regarding the sale of 
Registrant's mobile computing business; and Form 8-K dated March 7, 1997, 
which included a news release regarding Registrant's annual meeting for 
financial analysts and media.















                                      10

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

With the exception of historical information, the matters discussed in this 
news release 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, timely completion of announced asset 
sales, 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.




                                  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:  April 17, 1997























                                      11



<TABLE>
<CAPTION>

Exhibit Index
Designation of                                              Paper (P)
 Exhibits in                                                   or
 this Report             Description of Exhibit            Electronic (E)
- ----------------         -----------------------          --------------
    <S>                  <C>                                    <C>
    10(a)                Texas Instruments Executive            E
                         Officer Performance Plan

    11                  Computation of Primary and              E
                        Fully Diluted Earnings Per
                        Common and Common Equivalent
                        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






























                                      12
</TABLE>






                                                                  EXHIBIT 10(a)


              TEXAS INSTRUMENTS EXECUTIVE OFFICER PERFORMANCE PLAN
                            Dated February 20, 1997


The purpose of the Plan is to promote the success of the Company by providing 
performance-based compensation for executive officers.

For purposes of the Plan unless otherwise indicated, the term "Company" shall 
mean Texas Instruments Incorporated and its subsidiaries. 

The Plan is intended to provide qualified performance-based compensation in 
accordance with Section 162(m) of the Internal Revenue Code of 1986, as 
amended, and regulations thereunder ("Code") and will be so interpreted.

Covered Employees

The executive officers of the Company (within the meaning of Rule 3b-7 of the 
Securities Exchange Act of 1934 as amended from time to time) as of March 30 of 
each calendar year ("performance year") shall receive awards under the Plan for 
such performance year.  An individual who becomes an executive officer after 
March 30 and on or before October 1 of a performance year shall receive an 
award as provided below.

Administration of Plan 

The Plan shall be administered by a Committee of the Board of Directors which 
shall be known as the Compensation Committee (the "Committee"). The Committee 
shall be appointed by a majority
 of the whole Board and shall consist of not 
less than three directors.  The Board may designate one or more directors as 
alternate members of the Committee, who may replace any absent or disqualified 
member at any meeting of the Committee.  A director may serve as a member or 
alternate member of the Committee only during periods in which the director is 
a "non-employee director" as described in Rule 16b-3 under the Securities 
Exchange Act of 1934, as in effect from time to time.  In addition, a director 
may serve as a member or alternate member of the Committee only during periods 
in which the director is an "outside director" as described in Section 162(m) 
of the Code.  The Committee shall have full power and authority to construe, 
interpret and administer the Plan.  It may issue rules and regulations for 
administration of the Plan.  It shall meet at such times and places as it may 
determine.  A majority of the members of the Committee shall constitute a 
quorum and all decisions of the Committee shall be final, conclusive and 
binding upon all parties, including the Company, the stockholders and the 
employees. 


The Committee shall have the full and exclusive right to make reductions in 
awards under the Plan.  In determining whether to reduce any award and the 
amount of any reduction, the Committee shall take into consideration such 
factors as the Committee shall determine.

Expenses of Administration

The expenses of the administration of this Plan, including the interest 
provided in the Plan, shall be borne by the Company.

Amendments

The Board of Directors of the Company may, at any time and from time to time, 
alter, amend, suspend or terminate the Plan or any part thereof as it may deem 
proper and in the best interests of the Company, provided, however, that no 
such action shall affect or impair the rights under any award theretofore 
granted under the Plan, except that in the case of a covered employee employed 
outside the United States the Board may vary the provisions of the Plan as it 
may deem appropriate to conform with local laws, practices and procedures.  
Further, unless the stockholders of the Company shall have first approved 
thereof, no amendment shall be made which shall increase the maximum amount of 
any award above the amount determined by the formula described below in any 
year.

Awards

Subject to the Committee's discretion to reduce such awards, each covered 
employee shall be entitled to an award for each performance year equal to 0.5% 
of the Company's consolidated income from continuing operations before 
(i) provision for income taxes, (ii) awards under the Plan, (iii) any pretax 
gain or loss exceeding $25 million recognized for the year related to 
divestiture of a business and (iv) any write-off of in process research and 
development expenses exceeding $25 million associated with an acquisition, 
("Consolidated Income"), as determined and reported to the Committee by the 
Company's independent auditors.

An individual who becomes an executive officer after March 30 and on or before 
October 1 of a performance year shall receive an award for that performance 
year based on the Consolidated Income of the Company for each calendar quarter 
following the quarter in which the individual becomes an executive officer.

Scope of the Plan

Nothing in this Plan shall be construed as precluding or prohibiting the 
Company from establishing or maintaining other bonus or compensation 
arrangements, which may be generally applicable or applicable only to selected 
employees or officers.





                                        2

Report of Awards; Committee Discretion to Reduce

As soon as practicable after the end of each performance year, the Company's 
independent auditors shall determine and report to the Committee and the 
Committee shall certify the amount of each award for that year under the 
provisions of this Plan.

The Committee, in its sole discretion, based on any factors the Committee deems 
appropriate, may reduce the award to any covered employee in any year 
(including reduction to zero if the Committee so determines).  The Committee 
shall make a determination of whether and to what extent to reduce awards under 
the Plan for each year at such time or times following the close of the 
performance year as the Committee shall deem appropriate.  The reduction in the 
amount of an award to any covered employee for a performance year shall have no 
effect on the amount of the award to any other covered employee for such year. 

Payment of Awards

Awards and any installments thereof shall be paid in cash as of a date or dates 
determined by the Committee or, if the Committee makes no determination, then 
as soon as practicable after the amount of the awards has been determined.

The Committee may direct the awards to the covered employees or any of them for 
any year to be paid in a single amount or in installments of equal or varying 
amounts or may defer payment of any awards and may prescribe such terms and 
conditions concerning payment of awards as it deems appropriate, including 
completion of specific periods of employment with the Company, provided that 
such terms and conditions are not more favorable to a covered employee than 
those expressly set forth in this Plan.  The Committee may determine that 
interest will be payable with respect to any payment of any award.  The 
Committee may at any time amend any such direction and may amend or delete any 
such terms and conditions if the Committee deems it appropriate.  The 
Committee's actions under this paragraph shall be subject to and in accordance 
with the rules governing qualified performance based compensation in Section 
162(m) of the Code.

Payments of awards to covered employees who are employees of subsidiaries of 
the Company shall be paid directly by such subsidiaries.













                                      3



<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
                                                             ----------------------
                                                                Mar 31      Mar 31
                                                                 1997        1996
                                                               --------    --------
<S>                                                            <C>         <C>
Income from continuing operations............................  $102,030    $132,000
  Add:
    Interest, net of tax and profit sharing effect, on
      convertible debentures assumed converted...............       454         345
                                                               --------    --------
Adjusted income from continuing operations...................   102,484     132,345
Income from discontinued operations..........................    27,315      31,236
                                                               --------    --------
Adjusted net income..........................................  $129,799    $163,581
                                                               ========    ========


Earnings per Common and Common Equivalent Share:
Weighted average common shares outstanding...................   190,698     189,441
  Weighted average common equivalent shares:
    Stock option and compensation plans......................     3,995       2,225
    Convertible debentures...................................     2,492       2,493
                                                               --------    --------
Weighted average common and common equivalent shares.........   197,185     194,159
                                                               ========    ========


Earnings per Common and Common Equivalent Share:
  Income from continuing operations..........................  $   0.52    $   0.68
  Income from discontinued operations........................      0.14        0.16
                                                               --------    --------
  Net income.................................................  $   0.66    $   0.84 
                                                               ========    ========


Earnings per Common Share Assuming Full Dilution:
Weighted average common shares outstanding...................   190,698     189,441
  Weighted average common equivalent shares:
    Stock option and compensation plans......................     4,068       2,377

    Convertible debentures...................................     2,492       2,493
                                                               --------    --------
Weighted average common and common equivalent shares.........   197,258     194,311
                                                               ========    ========

Earnings per Common Share Assuming Full Dilution: 
  Income from continuing operations..........................  $   0.52    $   0.68
  Income from discontinued operations........................      0.14        0.16
                                                               --------    --------
  Net income.................................................  $   0.66    $   0.84 
                                                               ========    ========

</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 Three Months
                                                                                    Ended Mar 31  
                                                                                  ----------------
                                             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  $  205  $  185 
    Add interest attributable to                                                                  
      rental and lease expense...........      42      38      40      41      44       9      11 
                                            -----   -----   -----   -----   -----   -----   ----- 
                                           $  284  $  599  $  983  $1,571  $  109  $  214  $  196 
                                            =====   =====   =====   =====   =====   =====   ===== 

Fixed charges:
  Total interest on loans (expensed
    and capitalized).....................  $   57  $   55  $   58  $   69  $  108  $   20  $   33 
  Interest attributable to rental
    and lease expense....................      42      38      40      41      44       9      11 
                                            -----   -----   -----   -----   -----   -----   ----- 
Fixed charges............................  $   99  $   93  $   98  $  110  $  152  $   29  $   44 
                                            =====   =====   =====   =====   =====   =====   ===== 

Combined fixed charges and
  preferred stock dividends:
    Fixed charges........................  $   99  $   93  $   98  $  110  $  152  $   29  $   44 
    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  $   29  $   44 
                                            =====   =====   =====   =====   =====   =====   ===== 

Ratio of earnings to fixed charges.......     2.9     6.4    10.0    14.3       *     7.4     4.5 
                                            =====   =====   =====   =====   =====   =====   ===== 

Ratio of earnings to combined
  fixed charges and preferred
  stock dividends........................     1.8     4.9    10.0    14.3       *     7.4     4.5 
                                            =====   =====   =====   =====   =====   =====   ===== 


* 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 MARCH 31, 1997, AND FOR THE THREE MONTHS THEN ENDED, and 
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000 
       
<S>                                                <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                              DEC-31-1997
<PERIOD-END>                                                   MAR-31-1997
<CASH>                                                                 989
<SECURITIES>                                                            63
<RECEIVABLES>                                                        1,699
<ALLOWANCES>                                                            67
<INVENTORY>                                                            663
<CURRENT-ASSETS>                                                     4,423
<PP&E>                                                               6,816
<DEPRECIATION>                                                       2,724
<TOTAL-ASSETS>                                                       9,263
<CURRENT-LIABILITIES>                                                2,310
<BONDS>                                                              1,643
<PREFERRED-MANDATORY>                                                    0
<PREFERRED>                                                              0
<COMMON>                                                               191
<OTHER-SE>                                                           4,043
<TOTAL-LIABILITY-AND-EQUITY>                                         9,263
<SALES>                                                              2,263
<TOTAL-REVENUES>                                                     2,263
<CGS>                                                                1,472
<TOTAL-COSTS>                                                        1,472
<OTHER-EXPENSES>                                                       239
<LOSS-PROVISION>                                                         0
<INTEREST-EXPENSE>                                                      24
<INCOME-PRETAX>                                                        157
<INCOME-TAX>                                                            55
<INCOME-CONTINUING>                                                    102
<DISCONTINUED>                                                          27
<EXTRAORDINARY>                                                          0
<CHANGES>                                                                0
<NET-INCOME>                                                           129
<EPS-PRIMARY>                                                         0.66
<EPS-DILUTED>                                                            0

        

</TABLE>