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Prospectus Supplement                           Filed Pursuant to Rule 424(b)(4)
To Prospectus Dated January 4, 2001                Registration No. 333-44572-01
                                                                       333-44572


                         TEXAS INSTRUMENTS INCORPORATED

                        2,257,113 SHARES OF COMMON STOCK

       ISSUABLE UPON CONVERSION OF TEXAS INSTRUMENTS TUCSON CORPORATION'S
                 4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007

                                   ----------

                  This prospectus supplement amends and supplements, and should
be read in conjunction with, the prospectus, dated January 4, 2001 of Texas
Instruments Incorporated relating to the offering from time to time by certain
selling securityholders of up to 2,257,113 shares of Texas Instruments common
stock, par value $1.00 per share, issuable upon conversion of Texas Instruments
Tucson Corporation's 4 1/4% Convertible Subordinated Notes due 2007.

CHANGE IN SELLING SECURITYHOLDER INFORMATION

                  The table below sets forth information as of the date hereof
concerning beneficial ownership of the notes and underlying common stock of the
selling securityholders listed below. All information concerning beneficial
ownership has been furnished by the selling securityholders.



                                                       PRINCIPAL
                                                       AMOUNT AT
                                                      MATURITY OF
                                                         NOTES                         SHARES OF
                                                     BENEFICIALLY   PERCENTAGE OF     COMMON STOCK       PERCENTAGE OF
                                                      OWNED THAT        NOTES           THAT MAY         COMMON STOCK
NAME OF SELLING SECURITYHOLDER                        MAY BE SOLD    OUTSTANDING       BE SOLD(1)       OUTSTANDING(2)
- ------------------------------                       ------------   -------------     ------------      --------------
                                                                                            
Value Line Convertible Fund, Inc.                         $250,000        *                 5,625              *


- ----------
 *       Less than 1%

(1)      Assumes conversion of all of the holder's notes at a conversion price
         of approximately $44.45 per share of Texas Instruments common stock.
         However, this conversion price will be subject to adjustment as
         described under "Description of Notes - Conversion of Notes" in the
         prospectus. As a result, the amount of Texas Instruments common stock
         issuable upon conversion of the notes may decrease in the future.

(2)      Calculated based on Rule 13d-3(d)(i) of the Securities and Exchange Act
         using 1,734,973,376 shares of Texas Instruments common stock issued and
         outstanding as of February 27, 2001. Assumes the number of shares of
         Texas Instruments common stock issuable upon conversion of all of that
         particular holder's notes are outstanding. However, this does not
         include the conversion of any other holder's notes.

         THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

            The date of this Prospectus Supplement is March 1, 2001.