Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LOWE GREGG A
   2. Issuer Name and Ticker or Trading Symbol
TEXAS INSTRUMENTS INC [TXN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice President
(Last)
(First)
(Middle)
12500 TI BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2009
(Street)

DALLAS, TX 75243		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/29/2009   A(1)   46,667 A $ 0 369,007 D  
Common Stock 01/29/2009   A(2)   46,667 A $ 0 415,674 D  
Common Stock 01/30/2009   S(3)   50,000 D $ 14.87 365,674 D  
Common Stock               406.36 (4) I By Trust--401(k)
Common Stock               3,167.39 (5) I By Trust--PS

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NQ Stock Option (Right to Buy) $ 14.95 01/29/2009   A   140,000     (6) 01/29/2019 Common Stock 140,000 $ 0 140,000 D  
NQ Stock Option (Right to Buy) $ 14.95 01/29/2009   A   140,000     (7) 01/29/2019 Common Stock 140,000 $ 0 140,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LOWE GREGG A
12500 TI BOULEVARD
DALLAS, TX 75243		       Sr. Vice President  

Signatures

 /s/ Daniel M. Drory, Attorney In Fact   01/30/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Award of restricted stock units pursuant to 2000 Long Term Incentive Plan.
(2) Supplemental award of restricted stock units pursuant to 2000 Long Term Incentive Plan.
(3) Sale effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on 8-3-08.
(4) Estimated shares attributable to TI 401(k) Account as of 12-31-08. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.) This statement does not include changes in beneficial ownership of shares held in this account occurring after 12-31-08 that are eligible for deferred reporting on Form 5.
(5) Estimated shares attributable to TI Universal Profit Sharing Account as of 12-31-08. (Interests in this account are denominated in units. Consequently, share amount shown is an estimate.) This statement does not include changes in beneficial ownership of shares held in such account occurring after 12-31-08 that are eligible for deferred reporting on form 5.
(6) The option becomes exercisable in four equal annual installments beginning on January 29, 2010.
(7) Supplemental option grant; becomes exercisable in four equal annual installments beginning on January 29, 2010.

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