SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                    FORM 8-K



                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  September 4, 2001


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



          DELAWARE                     001-03761              750289970
(State  or  other  jurisdiction   (Commission  file  number)   (I.R.S.  employer
     of  incorporation)                                    identification  no.)



                               12500 TI BOULEVARD
                                 P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
                    (Address of principal executive offices)


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


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ITEM  9.  REGULATION  FD  DISCLOSURE.

The  Registrant ("TI") confirms its outlook for the third quarter of 2001 as set
forth in the Outlook section included in Item 2 of its Form 10-Q for the quarter
ended June 30, 2001, which was filed with the Commission on July 27, 2001.  This
confirmation  is  being  made  for  purposes of Regulation FD only and is not an
indication  or  assessment  of  materiality,  nor is it intended to constitute a
representation  that  the  information is not otherwise publicly available.  The
full  text  of  that  Outlook  section  is  as  follows:

OUTLOOK

Third-quarter  revenue  is  expected to decline 10 to 15 percent sequentially as
many  of  TI's  Semiconductor  customers  continue  to  reduce inventories in an
environment  of  weak  demand  for  their  own  products.

Specifically,  TI  expects  the  following  for  the  third  quarter:

 -  In  Semiconductor,  wireless  revenue will increase slightly from the second
quarter  but  will  be  more  than  offset  by  declines  in  other  products.

 -  Non-Semiconductor revenue will increase sequentially as seasonal declines in
Sensors  &  Controls  are  more  than  offset by a seasonal increase in sales of
educational  calculators  for  Educational  &  Productivity  Solutions.

 -  Operating margin will decline sequentially about 10 points before the effect
of  special  charges  and  amortization  of acquisition-related intangibles as a
result  of  lower  revenue.

 -  Non-operating  income  will  decline  to  about  $20  million due to reduced
interest  income.

 - Earnings per share will decline to a loss of a few cents before the effect of
special  charges  and  amortization  of  acquisition-related  intangibles.

For  2001,  TI  expects  the  following:

 - R&D of $1.6 billion, excluding acquisition-related amortization and purchased
in-process  R&D,  unchanged from the company's prior estimate and even with last
year.

 -  Capital  expenditures of $1.8 billion, unchanged from the prior estimate and
down  35  percent  from  last  year.

 -  Depreciation  of  $1.6  billion,  up  30  percent  from  last  year.

"Safe  Harbor"  Statement  under the Private Securities Litigation Reform Act of
1995:  The  statements contained in this report on Form 8-K are "forward-looking
statements"  intended  to qualify for the safe harbor from liability established
by  the Private Securities Litigation Reform Act of 1995.  These forward-looking
statements  are  subject  to  certain  risks  and uncertainties that could cause
actual  results  to  differ materially from those in forward-looking statements.

We  urge  you  to  carefully consider the following important factors that could
cause  actual  results to differ materially from the expectations of the company
or  its  management:

 -  Market demand for semiconductors, particularly for digital signal processors
and  analog  chips  in  key  markets,  such as telecommunications and computers;

 -  TI's  ability  to  develop,  manufacture and market innovative products in a
rapidly  changing  technological  environment;

 -  TI's  ability  to compete in products and prices in an intensely competitive
industry;

 - TI's ability to maintain and enforce a strong intellectual property portfolio
and  obtain  needed  licenses  from  third  parties;

 -  Timely  completion  and  successful  integration  of announced acquisitions;

 - Global economic, social and political conditions in the countries in which TI
and  its  customers  and  suppliers  operate,  including fluctuations in foreign
currency  exchange  rates;

 -  Losses  or  curtailments  of  purchases  from  key  customers;

 -  TI's  ability  to  recruit  and  retain  skilled  personnel;  and

 -  Availability  of  raw  materials  and  critical  manufacturing  equipment.

For  a  more  detailed discussion of these and other factors, see the text under
the  heading  "Cautionary  Statements Regarding Future Results of Operations" in
Item 1 of TI's most recent Form 10-K. The forward-looking statements included in
this Form 8-K are made only as of the date of this Form 8-K and TI undertakes no
obligation to update the forward-looking statements to reflect subsequent events
or  circumstances.


                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


                                         TEXAS  INSTRUMENTS  INCORPORATED


Date:  September  4,  2001                By:  /s/  WILLIAM  A.  AYLESWORTH
                                            --------------------------
                                            William  A.  Aylesworth
                                            Senior  Vice  President,
                                            Treasurer  and
                                            Chief  Financial  Officer