<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2000.

                                                    REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                         TEXAS INSTRUMENTS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      75-0289970
         (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)
</TABLE>

                               12500 TI BOULEVARD
                                P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)
                             ---------------------
                TEXAS INSTRUMENTS 2000 LONG-TERM INCENTIVE PLAN
                BURR-BROWN CORPORATION 1993 STOCK INCENTIVE PLAN
                           (Full Title of the Plans)

                                JOSEPH F. HUBACH
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                               12500 TI BOULEVARD
                                P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
                                 (972) 995-3773
           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

  A copy of all communications, including all communications sent to agent for
                          service, should be sent to:

                                 R. SCOTT COHEN
                           WEIL, GOTSHAL & MANGES LLP
                         100 CRESCENT COURT, SUITE 1300
                              DALLAS, TEXAS 75201

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES        AMOUNT TO BE          OFFERING PRICE            AGGREGATE              AMOUNT OF
    TO BE REGISTERED        REGISTERED(1)(3)         PER SHARE(2)         OFFERING PRICE(2)     REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                     <C>                     <C>
Common Stock, $1.00 par
  value..................      125,891,685              $76.92            $7,891,799,196.49        $2,083,434.99
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Of the shares of common stock being registered hereby, 117,010,970 shares
    relate to the shares issuable upon exercise of stock options, restricted
    stock awards, performance units, or other stock-based awards granted under
    the Texas Instruments 2000 Long-Term Incentive Plan and 8,880,715 shares
    relate to the shares issuable upon exercise of stock options granted under
    Burr-Brown 1993 Stock Incentive Plan.

(2) For purposes of computing the registration fee only. Pursuant to Rule 457(c)
    and (h) under the Securities Act of 1933, as amended, the Proposed Maximum
    Aggregate Offering Price Per Share is based upon

     - the average of the bid and asked price of the common stock on August 22,
       2000 ($66.25) with respect to 117,010,970 shares, and

     - the actual price at which 8,880,715 options may be exercised (prices
       ranging from $1.03 per share to $76.92 per share).

(3) This registration statement is also deemed, pursuant to Instruction E of
    Form S-8, to relate to 40,166,647 shares previously registered on Form S-8
    (File No. 333-07127) in connection with a predecessor plan, with respect to
    which a registration fee of $92,302 has been paid.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated herein by reference:

     - Our Annual Report on Form 10-K for the year ended December 31, 1999, as
       amended.

     - Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
       and June 30, 2000.

     - Our Current Reports on Form 8-K filed on July 6, 2000.

     - The description of our common stock contained in our registration
       statements on Forms 8-A and 10 filed with the Commission pursuant to
       Section 12 of the Exchange Act, together with any amendment or report
       filed with the Commission for the purpose of updating such descriptions.

     All documents that we subsequently file pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all of the shares of common stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. Any statement
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not required to be filed with this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as the
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful. In
addition, the indemnification of expenses, including attorneys' fees, is allowed
in derivative actions, except no indemnification is allowed

                                      II-1
<PAGE>   3

in respect to any claim, issue or matter as to which any such person has been
adjudged to be liable to the corporation, unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought decides
that indemnification is proper. To the extent that any such person succeeds on
the merits or otherwise, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith. The determination that the person to be indemnified met the
applicable standard of conduct, if not made by a court, is made by the directors
of the corporation by a majority vote of the directors not party to such an
action, suit or proceeding even though less than a quorum, by a committee of
such directors designated by majority vote of such directors even though less
than a quorum, or, if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or by the
stockholders. Expenses may be paid in advance upon the receipt, in the case of
officers and directors, of undertakings to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the corporation as authorized in this section. A corporation may purchase
indemnity insurance.

     The above described indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and inure to the benefit of
such person's heirs, executors and administrators. Article VI, Section 2 of the
Texas Instruments Bylaws provides that Texas Instruments shall indemnify its
officers and directors for such expenses, judgments, fines and amounts paid in
settlement to the full extent permitted by the laws of the State of Delaware.
Section 102(b)(7) of the General Corporation Law of the State of Delaware, as
amended, permits a corporation to provide in its certificate of incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability

     - for any breach of the director's duty of loyalty to the corporation or
       its stockholders,

     - for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,

     - under Section 174 of the General Corporation Law of the State of
       Delaware, or

     - for any transaction from which the director derived an improper personal
       benefit.

Article Seventh of Texas Instruments' Restated Certificate of Incorporation
contains such a provision.

     Under insurance policies of Texas Instruments, directors and officers of
Texas Instruments may be indemnified against certain losses arising from certain
claims, including claims under the Securities Act of 1933, which may be made
against such persons by reason of their being such directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<C>                      <S>
           4.1           -- Texas Instruments 2000 Long-Term Incentive Plan(1).
           4.2           -- Burr-Brown Corporation 1993 Stock Incentive Plan.*
           5.1           -- Opinion of Weil, Gotshal & Manges LLP.*
          23.1           -- Consent of Ernst & Young LLP.*
          23.5           -- Consent of Weil, Gotshal & Manges LLP (included in
                            Exhibit 5.1).
          24.1           -- Power of Attorney (included on signature pages).
</TABLE>

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

 *  Filed herewith

(1) Incorporated by reference to our Registration Statement on Form S-4 (File
    No. 333-41030) filed with the Commission on July 7, 2000.

                                      II-2
<PAGE>   4

ITEM 9. UNDERTAKINGS.

     We hereby undertake:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the maximum offering range may be reflected in the form of
        prospectus filed with the Commission pursuant to Rule 414(b) if, in the
        aggregate, the changes in volume and price represent no more than 20
        percent change in the maximum aggregate offering price set forth in the
        "Calculation of Registration fee" table in the effective registration
        statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of our company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our directors, officers or controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by such directors, officers or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by our
company is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                      II-3
<PAGE>   5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on August 28, 2000.

                                            TEXAS INSTRUMENTS INCORPORATED

                                            By:  /s/ WILLIAM A. AYLESWORTH
                                              ----------------------------------
                                             William A. Aylesworth
                                             Senior Vice President
                                             Treasurer and Chief Financial
                                             Officer

                               POWER OF ATTORNEY

     Know all those by these presents, that each person whose signature appears
below constitutes and appoints each of Thomas J. Engibous, William A.
Aylesworth, Joseph F. Hubach and M. Samuel Self, or any of them, each acting
alone, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registration Statement
on Form S-8 of Texas Instruments Incorporated under the Securities Act of 1933,
as amended, including, without limitation of the generality of the foregoing, to
sign the Registration Statement in the name and on behalf of Texas Instruments
Incorporated, or on behalf of the undersigned as a director or officer of Texas
Instruments Incorporated, and any and all amendments or supplements to the
Registration Statement, including any and all stickers and post-effective
amendments to the Registration Statement, and to sign any and all additional
Registration Statements relating to the same offering of Securities as the
Registration Statement that are filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<S>                                                    <C>                              <C>

                 /s/ JAMES R. ADAMS                               Director              August 28, 2000
-----------------------------------------------------
                   James R. Adams

                                                                  Director              August 28, 2000
-----------------------------------------------------
                   David L. Boren

                /s/ JAMES B. BUSEY IV                             Director              August 28, 2000
-----------------------------------------------------
                  James B. Busey IV

                 /s/ DANIEL A. CARP                               Director              August 28, 2000
-----------------------------------------------------
                   Daniel A. Carp
</TABLE>

                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<S>                                                    <C>                              <C>

               /s/ THOMAS J. ENGIBOUS                      Chairman of the Board;       August 28, 2000
-----------------------------------------------------    President; Chief Executive
                 Thomas J. Engibous                           Officer; Director

             /s/ GERALD W. FRONTERHOUSE                           Director              August 28, 2000
-----------------------------------------------------
               Gerald W. Fronterhouse

                 /s/ DAVID R. GOODE                               Director              August 28, 2000
-----------------------------------------------------
                   David R. Goode

                /s/ WAYNE R. SANDERS                              Director              August 28, 2000
-----------------------------------------------------
                  Wayne R. Sanders

                 /s/ RUTH J. SIMMONS                              Director              August 28, 2000
-----------------------------------------------------
                   Ruth J. Simmons

               /s/ CLAYTON K. YEUTTER                             Director              August 28, 2000
-----------------------------------------------------
                 Clayton K. Yeutter

              /s/ WILLIAM A. AYLESWORTH                    Senior Vice President;       August 28, 2000
-----------------------------------------------------    Treasurer; Chief Financial
                William A. Aylesworth                              Officer

                 /s/ M. SAMUEL SELF                        Senior Vice President;       August 28, 2000
-----------------------------------------------------   Controller; Chief Accounting
                   M. Samuel Self                                  Officer
</TABLE>

                                      II-5
<PAGE>   7

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
           4.1           -- Texas Instruments 2000 Long-Term Incentive Plan(1).
           4.2           -- Burr-Brown Corporation 1993 Stock Incentive Plan.*
           5.1           -- Opinion of Weil, Gotshal & Manges LLP.*
          23.1           -- Consent of Ernst & Young LLP.*
          23.5           -- Consent of Weil, Gotshal & Manges LLP (included in
                            Exhibit 5.1).
          24.1           -- Power of Attorney (included on signature pages).
</TABLE>

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

 *  Filed herewith

(1) Incorporated by reference to our Registration Statement on Form S-4 (File
    No. 333-41030) filed with the Commission on July 7, 2000.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23449}]
{"company-data": {"conformed-name": "TEXAS INSTRUMENTS INC", "cik": "0000097476", "assigned-sic": "3674", "irs-number": "750289970", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44662", "film-number": "711257"}, "business-address": {"street1": "8505 FOREST LANE", "street2": "P O BOX 660199", "city": "DALLAS", "state": "TX", "zip": "75266", "phone": "9729953773"}, "mail-address": {"city": "DALLAS", "state": "TX", "zip": "75265"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2000.

                                                    REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                         TEXAS INSTRUMENTS INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)
DELAWARE                                      75-0289970
         (State or Other Jurisdiction                         (I.R.S. Employer
      of Incorporation or Organization)                     Identification No.)
12500 TI BOULEVARD
                                P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)
                             ---------------------
                TEXAS INSTRUMENTS 2000 LONG-TERM INCENTIVE PLAN
                BURR-BROWN CORPORATION 1993 STOCK INCENTIVE PLAN
                           (Full Title of the Plans)

                                JOSEPH F. HUBACH
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                               12500 TI BOULEVARD
                                P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
                                 (972) 995-3773
           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

  A copy of all communications, including all communications sent to agent for
                          service, should be sent to:

                                 R. SCOTT COHEN
                           WEIL, GOTSHAL & MANGES LLP
                         100 CRESCENT COURT, SUITE 1300
                              DALLAS, TEXAS 75201

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES        AMOUNT TO BE          OFFERING PRICE            AGGREGATE              AMOUNT OF
    TO BE REGISTERED        REGISTERED(1)(3)         PER SHARE(2)         OFFERING PRICE(2)     REGISTRATION FEE(3)
-------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par
  value..................      125,891,685              $76.92            $7,891,799,196.49        $2,083,434.99
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
(1) Of the shares of common stock being registered hereby, 117,010,970 shares
    relate to the shares issuable upon exercise of stock options, restricted
    stock awards, performance units, or other stock-based awards granted under
    the Texas Instruments 2000 Long-Term Incentive Plan and 8,880,715 shares
    relate to the shares issuable upon exercise of stock options granted under
    Burr-Brown 1993 Stock Incentive Plan.

(2) For purposes of computing the registration fee only. Pursuant to Rule 457(c)
    and (h) under the Securities Act of 1933, as amended, the Proposed Maximum
    Aggregate Offering Price Per Share is based upon

     - the average of the bid and asked price of the common stock on August 22,
       2000 ($66.25) with respect to 117,010,970 shares, and

     - the actual price at which 8,880,715 options may be exercised (prices
       ranging from $1.03 per share to $76.92 per share).

(3) This registration statement is also deemed, pursuant to Instruction E of
    Form S-8, to relate to 40,166,647 shares previously registered on Form S-8
    (File No. 333-07127) in connection with a predecessor plan, with respect to
    which a registration fee of $92,302 has been paid.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated herein by reference:

     - Our Annual Report on Form 10-K for the year ended December 31, 1999, as
       amended.

     - Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
       and June 30, 2000.

     - Our Current Reports on Form 8-K filed on July 6, 2000.

     - The description of our common stock contained in our registration
       statements on Forms 8-A and 10 filed with the Commission pursuant to
       Section 12 of the Exchange Act, together with any amendment or report
       filed with the Commission for the purpose of updating such descriptions.

     All documents that we subsequently file pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all of the shares of common stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents. Any statement
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not required to be filed with this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as the
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful. In
addition, the indemnification of expenses, including attorneys' fees, is allowed
in derivative actions, except no indemnification is allowed

                                      II-1
3

in respect to any claim, issue or matter as to which any such person has been
adjudged to be liable to the corporation, unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought decides
that indemnification is proper. To the extent that any such person succeeds on
the merits or otherwise, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith. The determination that the person to be indemnified met the
applicable standard of conduct, if not made by a court, is made by the directors
of the corporation by a majority vote of the directors not party to such an
action, suit or proceeding even though less than a quorum, by a committee of
such directors designated by majority vote of such directors even though less
than a quorum, or, if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or by the
stockholders. Expenses may be paid in advance upon the receipt, in the case of
officers and directors, of undertakings to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the corporation as authorized in this section. A corporation may purchase
indemnity insurance.

     The above described indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and inure to the benefit of
such person's heirs, executors and administrators. Article VI, Section 2 of the
Texas Instruments Bylaws provides that Texas Instruments shall indemnify its
officers and directors for such expenses, judgments, fines and amounts paid in
settlement to the full extent permitted by the laws of the State of Delaware.
Section 102(b)(7) of the General Corporation Law of the State of Delaware, as
amended, permits a corporation to provide in its certificate of incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability

     - for any breach of the director's duty of loyalty to the corporation or
       its stockholders,

     - for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,

     - under Section 174 of the General Corporation Law of the State of
       Delaware, or

     - for any transaction from which the director derived an improper personal
       benefit.

Article Seventh of Texas Instruments' Restated Certificate of Incorporation
contains such a provision.

     Under insurance policies of Texas Instruments, directors and officers of
Texas Instruments may be indemnified against certain losses arising from certain
claims, including claims under the Securities Act of 1933, which may be made
against such persons by reason of their being such directors or officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.
4.1           -- Texas Instruments 2000 Long-Term Incentive Plan(1).
           4.2           -- Burr-Brown Corporation 1993 Stock Incentive Plan.*
           5.1           -- Opinion of Weil, Gotshal & Manges LLP.*
          23.1           -- Consent of Ernst & Young LLP.*
          23.5           -- Consent of Weil, Gotshal & Manges LLP (included in
                            Exhibit 5.1).
          24.1           -- Power of Attorney (included on signature pages).
---------------

 *  Filed herewith

(1) Incorporated by reference to our Registration Statement on Form S-4 (File
    No. 333-41030) filed with the Commission on July 7, 2000.

                                      II-2
4

ITEM 9. UNDERTAKINGS.

     We hereby undertake:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the maximum offering range may be reflected in the form of
        prospectus filed with the Commission pursuant to Rule 414(b) if, in the
        aggregate, the changes in volume and price represent no more than 20
        percent change in the maximum aggregate offering price set forth in the
        "Calculation of Registration fee" table in the effective registration
        statement;

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of our company
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our directors, officers or controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by such directors, officers or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by our
company is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on August 28, 2000.

                                            TEXAS INSTRUMENTS INCORPORATED

                                            By:  /s/ WILLIAM A. AYLESWORTH
                                              ----------------------------------
                                             William A. Aylesworth
                                             Senior Vice President
                                             Treasurer and Chief Financial
                                             Officer

                               POWER OF ATTORNEY

     Know all those by these presents, that each person whose signature appears
below constitutes and appoints each of Thomas J. Engibous, William A.
Aylesworth, Joseph F. Hubach and M. Samuel Self, or any of them, each acting
alone, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registration Statement
on Form S-8 of Texas Instruments Incorporated under the Securities Act of 1933,
as amended, including, without limitation of the generality of the foregoing, to
sign the Registration Statement in the name and on behalf of Texas Instruments
Incorporated, or on behalf of the undersigned as a director or officer of Texas
Instruments Incorporated, and any and all amendments or supplements to the
Registration Statement, including any and all stickers and post-effective
amendments to the Registration Statement, and to sign any and all additional
Registration Statements relating to the same offering of Securities as the
Registration Statement that are filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
/s/ JAMES R. ADAMS                               Director              August 28, 2000
-----------------------------------------------------
                   James R. Adams

                                                                  Director              August 28, 2000
-----------------------------------------------------
                   David L. Boren

                /s/ JAMES B. BUSEY IV                             Director              August 28, 2000
-----------------------------------------------------
                  James B. Busey IV

                 /s/ DANIEL A. CARP                               Director              August 28, 2000
-----------------------------------------------------
                   Daniel A. Carp
II-4
6
SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
/s/ THOMAS J. ENGIBOUS                      Chairman of the Board;       August 28, 2000
-----------------------------------------------------    President; Chief Executive
                 Thomas J. Engibous                           Officer; Director

             /s/ GERALD W. FRONTERHOUSE                           Director              August 28, 2000
-----------------------------------------------------
               Gerald W. Fronterhouse

                 /s/ DAVID R. GOODE                               Director              August 28, 2000
-----------------------------------------------------
                   David R. Goode

                /s/ WAYNE R. SANDERS                              Director              August 28, 2000
-----------------------------------------------------
                  Wayne R. Sanders

                 /s/ RUTH J. SIMMONS                              Director              August 28, 2000
-----------------------------------------------------
                   Ruth J. Simmons

               /s/ CLAYTON K. YEUTTER                             Director              August 28, 2000
-----------------------------------------------------
                 Clayton K. Yeutter

              /s/ WILLIAM A. AYLESWORTH                    Senior Vice President;       August 28, 2000
-----------------------------------------------------    Treasurer; Chief Financial
                William A. Aylesworth                              Officer

                 /s/ M. SAMUEL SELF                        Senior Vice President;       August 28, 2000
-----------------------------------------------------   Controller; Chief Accounting
                   M. Samuel Self                                  Officer
II-5
7

                                 EXHIBIT INDEX
EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
4.1           -- Texas Instruments 2000 Long-Term Incentive Plan(1).
           4.2           -- Burr-Brown Corporation 1993 Stock Incentive Plan.*
           5.1           -- Opinion of Weil, Gotshal & Manges LLP.*
          23.1           -- Consent of Ernst & Young LLP.*
          23.5           -- Consent of Weil, Gotshal & Manges LLP (included in
                            Exhibit 5.1).
          24.1           -- Power of Attorney (included on signature pages).
---------------

 *  Filed herewith

(1) Incorporated by reference to our Registration Statement on Form S-4 (File
    No. 333-41030) filed with the Commission on July 7, 2000.