EXHIBIT 3(l)

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

SOFT WAREHOUSE, INC.

WITH AND INTO

TEXAS INSTRUMENTS INCORPORATED

Pursuant to Section 253 of the

General Corporation of Law

of the State of Delaware

Texas Instruments Incorporated, a Delaware corporation (the

"Company"), does hereby certify to the following facts relating to the merger

(the "Merger") of Soft Warehouse, Inc., a Hawaii corporation (the

"Subsidiary"), with and into the Company, with the Company remaining as the

surviving corporation:

FIRST: The Company is incorporated pursuant to the General

Corporation Law of the State of Delaware (the "DGCL"). The Subsidiary is

incorporated pursuant to the laws of the State of Hawaii.

SECOND: The Company owns all of the outstanding shares of each

class of capital stock of the Subsidiary.

THIRD: The Board of Directors of the Company, by the following

resolutions duly adopted at a meeting of the Board on September 16, 1999,

determined to merge the Subsidiary with and into the Company pursuant to

Section 253 of the DGCL:

RESOLVED, that the Board of Directors of the Company

has deemed it advisable that Soft Warehouse, Inc.

(the "Subsidiary") be merged with and into the

Company pursuant to Section 253 of the General

Corporation Law of the State of Delaware and Section

415-75, Hawaii Revised Statutes; and it is

FURTHER RESOLVED, that the Subsidiary be merged with

and into the Company (the "Merger"); and it is

FURTHER RESOLVED, that by virtue of the Merger and

without any action on the part of the holder thereof,

each then outstanding share of common stock of the

Company shall remain unchanged and continue to remain

outstanding as one share of common stock of the

Company, held by the person who was the holder of

such share of common stock of the Company immediately

prior to the Merger; and it is

FURTHER RESOLVED, that by virtue of the Merger and

without any action on the part of the holder thereof,

each then outstanding share of common stock of the

Subsidiary shall be cancelled and no consideration

shall be issued in respect thereof; and it is

FURTHER RESOLVED, that the proper officers of the

Company be and they hereby are authorized and

directed to make, execute and acknowledge, in the

name and under the corporate seal of the Company, a

Certificate of Ownership and Merger for the purpose

of effecting the Merger and to file the same in the

office of the Secretary of State of the State of

Delaware, and to do all other acts and things that

may be necessary to carry out and effectuate the

purpose and intent of the resolutions relating to the

Merger; and it is

FURTHER RESOLVED, that the Merger shall be effective

on September 30, 1999; and it is

FURTHER RESOLVED, that the appropriate officers of

the Company be, and each hereby is, authorized, on

behalf of the Company to do all things and to take

any other actions in furtherance of the foregoing

resolutions as such officer may deem necessary or

appropriate.

FOURTH: The Company shall be the surviving corporation of the

Merger.

FIFTH: The Restated Certificate of Incorporation of the Company as

in effect immediately prior to the effective time of the Merger shall be the

Certificate of Incorporation of the surviving corporation.

IN WITNESS WHEREOF, the Company has caused this Certificate of

Ownership and Merger to be executed by its duly authorized officer this 23rd

day of September, 1999.

TEXAS INSTRUMENTS INCORPORATED

By: /s/ RICHARD J. AGNICH

---------------------------------

Name: Richard J. Agnich

Office: Senior Vice President, Secretary

and General Counsel