Registration No.         
                                                                     ---------
------------------------------------------------------------------------------

                          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 of           (I.R.S. Employer
       incorporation or organization)           Identification No.)

                               13500 North Central Expressway
                                  P.O. Box 655474
                              Dallas, Texas  75265-5474
                  (Address of principal executive offices including zip code)
                              -----------------------

TI U.S. EMPLOYEES RETIREMENT AND PROFIT SHARING PLAN

                              (Full title of the plan)
                              ------------------------

                                 Richard J. Agnich,
                Senior Vice President, Secretary and General Counsel
                           Texas Instruments Incorporated
                           13500 North Central Expressway
                                  P.O. Box 655474
                              Dallas, Texas  75265-5474
                       (Name and address of agent for service)

                                    (972)995-2551
            (Telephone number, including area code, of agent for service)
                               ----------------------

<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE

<S>                             <C>           <C>        <C>           <C>
------------------------------------------------------------------------------
                                              Proposed    Proposed
                                               maximum     maximum
                                  Amount      offering    aggregate     Amount of
  Title of securities              to be      price per    offering    registration
   to be registered             registered     share*       price*         fee*
------------------------------------------------------------------------------------
Common Stock ($1 par value)      2,000,000      $45.91   $91,820,000   $27,086.90
------------------------------------------------------------------------------------
</TABLE>

*Computed on the basis of the average of the high and low prices for Common 
Stock on December 3, 1997, which is used as the estimated offering price 
solely for the purpose of determining the registration fee in accordance with 
Rule 457 under the Securities Act of 1933.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the employee benefit plan described herein.
------------------------------------------------------------------------------

                                   PART II

Item 3.  Incorporation of Documents by Reference

The following documents have been filed by Texas Instruments Incorporated (the 
"Company" or "TI") with the Securities and Exchange Commission (the 
"Commission") pursuant to the Securities Exchange Act of 1934 (the 
"Exchange Act") and are hereby incorporated herein by reference and made a 
part of this registration statement:

         1.  The Company's Annual Report on Form 10-K for the year ended 
December 31, 1996;

         2.  The Company's Quarterly Reports on Form 10-Q for the quarters 
ended March 31, 1997, June 30, 1997 and September 30, 1997;

         3.  The Company's Current Reports on Form 8-K dated January 4, 1997, 
January 17, 1997, March 7, 1997, March 14, 1997 and April 21, 1997; and

         4.  The description of the Company's common stock set forth in the 
Company's Registration Statement on Form 10 filed with the Commission pursuant 
to Section 12 of the Exchange Act, and the descriptions concerning changes in 
securities contained in the Company's Quarterly Report on Form 10-Q for the 
quarter ended June 30, 1988 relating to the Company's Share Purchase Rights 
Plan, together with any amendment or report filed with the Commission for the 
purpose of updating such descriptions.

All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date 
of this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold or 
which deregisters all securities then remaining unsold, shall be deemed to be 
incorporated herein by reference and to be a part hereof from the date of 
filing of such documents.  Any statement contained herein or in a document 
incorporated or deemed to be 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 subsequently filed 
document which is or is deemed to be incorporated by reference herein modifies 
or supersedes such statement.  Any such statements so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a part 
of this registration statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers



                                     II-1


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 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 Company's By-laws provides that the Company 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.



                                     II-2


Section 102(b)(7) of the Delaware General Corporation Law, 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 (i) for any breach of the director's duty of loyalty to 
the corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for 
any transaction from which the director derived an improper personal benefit.  
Article Seventh of the Company's Restated Certificate of Incorporation 
contains such a provision.

Under insurance policies of the Company, directors and officers of the Company 
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(a)   Restated Certificate of Incorporation of the Company (incorporated by
       reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
       for the year 1993).

4(b)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3(b) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(c)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3(c) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(d)   Certificate of Designations relating to the Company's Participating
       Cumulative Preferred Stock (incorporated by reference to Exhibit 3(d)
       to the Company's Annual Report on Form 10-K for the year 1993).

4(e)   Certificate of Ownership Merging Texas Instruments Automation Controls,
       Inc., into the Company (incorporated by reference to Exhibit 3(e) to
       the Company's Annual Report on Form 10-K for the year 1993).

4(f)   Certificate of Elimination of Designations of Preferred Stock of the
       Company (incorporated by reference to Exhibit 3(f) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(g)   Certificate of Ownership and Merger Merging Tiburon Systems, Inc., 
       into the Company.

4(h)   Certificate of Ownership and Merger Merging Tartan, Inc., into the
       Company.

                                     II-3


4(i)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3 to the Company's
       Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).

4(j)   By-Laws of the Registrant (incorporated by reference to Exhibit 3 to
       the Company's Quarterly Report on Form 10-Q for the quarter ended June
       30, 1993).

5      Opinion of O. Wayne Coon, Esq.

23(a)  Consent of Independent Auditors.

23(b)  Consent of O. Wayne Coon, Esq. (included in Exhibit 5).

24     Powers of Attorney for the Directors of the Company.

Item 9.  Undertakings

The Company hereby undertakes:

(1)  To file, during any period in which offers or sales are being made of the
     securities registered hereby, 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 this 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 this registration statement; and

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

     provided, however, that the undertakings set forth in paragraphs 1(i)
     and 1(ii) above do not apply if the information required to be included
     in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Company pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in this registration statement.

(2)  That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered herein, 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.

                                     II-4

The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions set forth or described in Item 6 of this
registration statement, or otherwise (but that term shall not include the
insurance policies referred to in Item 6), the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in a successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities registered hereby, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.


                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Dallas and State of Texas, on the 4th day of 
December, 1997.

                                          TEXAS INSTRUMENTS INCORPORATED
                                          (Registrant)
                                          

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






                                     II-5



Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities indicated 
on the 4th day of December, 1997.


              Signature                                   Title              
------------------------------------        -------------------------------

        /s/ James R. Adams*
------------------------------------             Chairman of the Board;
           James R. Adams                               Director

       /s/ David L. Boren*
------------------------------------                    Director
           David L. Boren

      /s/ James B. Busey IV*
------------------------------------                    Director
          James B. Busey IV


------------------------------------                    Director
           Daniel A. Carp

     /s/ Thomas J. Engibous*
------------------------------------           President; Chief Executive
         Thomas J. Engibous                         Officer; Director

   /s/ Gerald W. Fronterhouse*
------------------------------------                    Director
       Gerald W. Fronterhouse

       /s/ David R. Goode*
------------------------------------                    Director
           David R. Goode

      /s/ Wayne R. Sanders*
------------------------------------                    Director
          Wayne R. Sanders

      /s/ Gloria M. Shatto*
------------------------------------                    Director
          Gloria M. Shatto

      /s/ William P. Weber
------------------------------------             Vice Chairman; Director
          William P. Weber

     /s/ Clayton K. Yeutter*
------------------------------------                    Director
         Clayton K. Yeutter

                                     II-6


    /s/ William A. Aylesworth
------------------------------------        Senior Vice President; Treasurer;
        William A. Aylesworth                    Chief Financial Officer;
                                                 Chief Accounting Officer

*By: /s/ William A. Aylesworth
    --------------------------------
         William A. Aylesworth
           Attorney-in-fact

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the 
plan has duly caused this registration statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, in the City of Dallas and State of 
Texas on the 4th day of December 1997.

TI U.S. Employees Retirement 
and Profit Sharing Plan


*By: /s/ William A. Aylesworth
--------------------------------
     Chairman, Profit Sharing
     Administration Committee
































                                     II-7



INDEX TO EXHIBITS


Exhibit
Number                        E x h i b i t
-------                       - - - - - - -

4(a)     Restated Certificate of Incorporation of the Company 
         (incorporated by reference to Exhibit 3(a) to the Company's 
         Annual Report on Form 10-K for the year 1993).

4(b)     Certificate of Amendment to Restated Certificate of 
         Incorporation of the Company (incorporated by reference to 
         Exhibit 3(b) to the Company's Annual Report on Form 10-K for 
         the year 1993).

4(c)     Certificate of Amendment to Restated Certificate of 
         Incorporation of the Company (incorporated by reference to 
         Exhibit 3(c) to the Company's Annual Report on Form 10-K for 
         the year 1993).

4(d)     Certificate of Designations relating to the Company's 
         Participating Cumulative Preferred Stock (incorporated by 
         reference to Exhibit 3(d) to the Company's Annual Report on 
         Form 10-K for the year 1993).

4(e)     Certificate of Ownership Merging Texas Instruments Automation 
         Controls, Inc., into the Company (incorporated by reference to 
         Exhibit 3(e) to the Company's Annual Report on Form 10-K for 
         the year 1993).

4(f)     Certificate of Elimination of Designations of Preferred Stock 
         of the Company (incorporated by reference to Exhibit 3(f) to 
         the Company's Annual Report on Form 10-K for the year 1993).


4(g)     Certificate of Ownership and Merger Merging Tiburon Systems,
         Inc., into the Company.

4(h)     Certificate of Ownership and Merger Merging Tartan, Inc., into
         the Company.

4(i)     Certificate of Amendment to Restated Certificate of 
         Incorporation of the Company (incorporated by reference to 
         Exhibit 3 to the Company's Quarterly Report on Form 10-Q for 
         the quarter ended June 30, 1996).

4(j)     By-Laws of the Registrant (incorporated by reference to 
         Exhibit 3 to the Company's Quarterly Report on Form 10-Q for 
         the quarter ended June 30, 1993).


5        Opinion of O. Wayne Coon, Esq.

23(a)    Consent of Independent Auditors.

23(b)    Consent of O. Wayne Coon, Esq. (included in Exhibit 5).

24       Powers of Attorney for the Directors of the Company.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22942}]
{"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": "333-41913", "film-number": "97735752"}, "business-address": {"street1": "13500 N CENTRAL EXPWY", "street2": "P O BOX 655474", "city": "DALLAS", "state": "TX", "zip": "75265", "phone": "9729952551"}, "mail-address": {"street1": "P O BOX 655474 M/S 241", "street2": "LEGAL DEPT", "city": "DALLAS", "state": "TX", "zip": "75265"}}
Registration No.         
                                                                     ---------
------------------------------------------------------------------------------

                          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 of           (I.R.S. Employer
       incorporation or organization)           Identification No.)

                               13500 North Central Expressway
                                  P.O. Box 655474
                              Dallas, Texas  75265-5474
                  (Address of principal executive offices including zip code)
                              -----------------------

TI U.S. EMPLOYEES RETIREMENT AND PROFIT SHARING PLAN

                              (Full title of the plan)
                              ------------------------

                                 Richard J. Agnich,
                Senior Vice President, Secretary and General Counsel
                           Texas Instruments Incorporated
                           13500 North Central Expressway
                                  P.O. Box 655474
                              Dallas, Texas  75265-5474
                       (Name and address of agent for service)

                                    (972)995-2551
            (Telephone number, including area code, of agent for service)
                               ----------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                              Proposed    Proposed
                                               maximum     maximum
                                  Amount      offering    aggregate     Amount of
  Title of securities              to be      price per    offering    registration
   to be registered             registered     share*       price*         fee*
------------------------------------------------------------------------------------
Common Stock ($1 par value)      2,000,000      $45.91   $91,820,000   $27,086.90
------------------------------------------------------------------------------------
*Computed on the basis of the average of the high and low prices for Common 
Stock on December 3, 1997, which is used as the estimated offering price 
solely for the purpose of determining the registration fee in accordance with 
Rule 457 under the Securities Act of 1933.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the employee benefit plan described herein.
------------------------------------------------------------------------------

                                   PART II

Item 3.  Incorporation of Documents by Reference

The following documents have been filed by Texas Instruments Incorporated (the 
"Company" or "TI") with the Securities and Exchange Commission (the 
"Commission") pursuant to the Securities Exchange Act of 1934 (the 
"Exchange Act") and are hereby incorporated herein by reference and made a 
part of this registration statement:

         1.  The Company's Annual Report on Form 10-K for the year ended 
December 31, 1996;

         2.  The Company's Quarterly Reports on Form 10-Q for the quarters 
ended March 31, 1997, June 30, 1997 and September 30, 1997;

         3.  The Company's Current Reports on Form 8-K dated January 4, 1997, 
January 17, 1997, March 7, 1997, March 14, 1997 and April 21, 1997; and

         4.  The description of the Company's common stock set forth in the 
Company's Registration Statement on Form 10 filed with the Commission pursuant 
to Section 12 of the Exchange Act, and the descriptions concerning changes in 
securities contained in the Company's Quarterly Report on Form 10-Q for the 
quarter ended June 30, 1988 relating to the Company's Share Purchase Rights 
Plan, together with any amendment or report filed with the Commission for the 
purpose of updating such descriptions.

All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date 
of this registration statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold or 
which deregisters all securities then remaining unsold, shall be deemed to be 
incorporated herein by reference and to be a part hereof from the date of 
filing of such documents.  Any statement contained herein or in a document 
incorporated or deemed to be 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 subsequently filed 
document which is or is deemed to be incorporated by reference herein modifies 
or supersedes such statement.  Any such statements so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a part 
of this registration statement.

Item 4.  Description of Securities

Not Applicable.

Item 5.  Interests of Named Experts and Counsel

Not Applicable.

Item 6.  Indemnification of Directors and Officers

                                     II-1

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 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 Company's By-laws provides that the Company 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.

                                     II-2

Section 102(b)(7) of the Delaware General Corporation Law, 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 (i) for any breach of the director's duty of loyalty to 
the corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of law, 
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for 
any transaction from which the director derived an improper personal benefit.  
Article Seventh of the Company's Restated Certificate of Incorporation 
contains such a provision.

Under insurance policies of the Company, directors and officers of the Company 
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(a)   Restated Certificate of Incorporation of the Company (incorporated by
       reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K
       for the year 1993).

4(b)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3(b) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(c)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3(c) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(d)   Certificate of Designations relating to the Company's Participating
       Cumulative Preferred Stock (incorporated by reference to Exhibit 3(d)
       to the Company's Annual Report on Form 10-K for the year 1993).

4(e)   Certificate of Ownership Merging Texas Instruments Automation Controls,
       Inc., into the Company (incorporated by reference to Exhibit 3(e) to
       the Company's Annual Report on Form 10-K for the year 1993).

4(f)   Certificate of Elimination of Designations of Preferred Stock of the
       Company (incorporated by reference to Exhibit 3(f) to the Company's
       Annual Report on Form 10-K for the year 1993).

4(g)   Certificate of Ownership and Merger Merging Tiburon Systems, Inc., 
       into the Company.

4(h)   Certificate of Ownership and Merger Merging Tartan, Inc., into the
       Company.

                                     II-3

4(i)   Certificate of Amendment to Restated Certificate of Incorporation of
       the Company (incorporated by reference to Exhibit 3 to the Company's
       Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).

4(j)   By-Laws of the Registrant (incorporated by reference to Exhibit 3 to
       the Company's Quarterly Report on Form 10-Q for the quarter ended June
       30, 1993).

5      Opinion of O. Wayne Coon, Esq.

23(a)  Consent of Independent Auditors.

23(b)  Consent of O. Wayne Coon, Esq. (included in Exhibit 5).

24     Powers of Attorney for the Directors of the Company.

Item 9.  Undertakings

The Company hereby undertakes:

(1)  To file, during any period in which offers or sales are being made of the
     securities registered hereby, 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 this 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 this registration statement; and

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

     provided, however, that the undertakings set forth in paragraphs 1(i)
     and 1(ii) above do not apply if the information required to be included
     in a post-effective amendment by those paragraphs is contained in
     periodic reports filed by the Company pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are incorporated by
     reference in this registration statement.

(2)  That, for the purpose of determining any liability under the Securities
     Act of 1933, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered herein, 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.

                                     II-4

The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions set forth or described in Item 6 of this
registration statement, or otherwise (but that term shall not include the
insurance policies referred to in Item 6), the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in a successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities registered hereby, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Dallas and State of Texas, on the 4th day of 
December, 1997.

                                          TEXAS INSTRUMENTS INCORPORATED
                                          (Registrant)
                                          

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

                                     II-5

Pursuant to the requirements of the Securities Act of 1933, this registration 
statement has been signed by the following persons in the capacities indicated 
on the 4th day of December, 1997.

              Signature                                   Title              
------------------------------------        -------------------------------

        /s/ James R. Adams*
------------------------------------             Chairman of the Board;
           James R. Adams                               Director

       /s/ David L. Boren*
------------------------------------                    Director
           David L. Boren

      /s/ James B. Busey IV*
------------------------------------                    Director
          James B. Busey IV

------------------------------------                    Director
           Daniel A. Carp

     /s/ Thomas J. Engibous*
------------------------------------           President; Chief Executive
         Thomas J. Engibous                         Officer; Director

   /s/ Gerald W. Fronterhouse*
------------------------------------                    Director
       Gerald W. Fronterhouse

       /s/ David R. Goode*
------------------------------------                    Director
           David R. Goode

      /s/ Wayne R. Sanders*
------------------------------------                    Director
          Wayne R. Sanders

      /s/ Gloria M. Shatto*
------------------------------------                    Director
          Gloria M. Shatto

      /s/ William P. Weber
------------------------------------             Vice Chairman; Director
          William P. Weber

     /s/ Clayton K. Yeutter*
------------------------------------                    Director
         Clayton K. Yeutter

                                     II-6

    /s/ William A. Aylesworth
------------------------------------        Senior Vice President; Treasurer;
        William A. Aylesworth                    Chief Financial Officer;
                                                 Chief Accounting Officer

*By: /s/ William A. Aylesworth
    --------------------------------
         William A. Aylesworth
           Attorney-in-fact

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the 
plan has duly caused this registration statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, in the City of Dallas and State of 
Texas on the 4th day of December 1997.

TI U.S. Employees Retirement 
and Profit Sharing Plan

*By: /s/ William A. Aylesworth
--------------------------------
     Chairman, Profit Sharing
     Administration Committee

                                     II-7

INDEX TO EXHIBITS

Exhibit
Number                        E x h i b i t
-------                       - - - - - - -

4(a)     Restated Certificate of Incorporation of the Company 
         (incorporated by reference to Exhibit 3(a) to the Company's 
         Annual Report on Form 10-K for the year 1993).

4(b)     Certificate of Amendment to Restated Certificate of 
         Incorporation of the Company (incorporated by reference to 
         Exhibit 3(b) to the Company's Annual Report on Form 10-K for 
         the year 1993).

4(c)     Certificate of Amendment to Restated Certificate of 
         Incorporation of the Company (incorporated by reference to 
         Exhibit 3(c) to the Company's Annual Report on Form 10-K for 
         the year 1993).

4(d)     Certificate of Designations relating to the Company's 
         Participating Cumulative Preferred Stock (incorporated by 
         reference to Exhibit 3(d) to the Company's Annual Report on 
         Form 10-K for the year 1993).

4(e)     Certificate of Ownership Merging Texas Instruments Automation 
         Controls, Inc., into the Company (incorporated by reference to 
         Exhibit 3(e) to the Company's Annual Report on Form 10-K for 
         the year 1993).

4(f)     Certificate of Elimination of Designations of Preferred Stock 
         of the Company (incorporated by reference to Exhibit 3(f) to 
         the Company's Annual Report on Form 10-K for the year 1993).

4(g)     Certificate of Ownership and Merger Merging Tiburon Systems,
         Inc., into the Company.

4(h)     Certificate of Ownership and Merger Merging Tartan, Inc., into
         the Company.

4(i)     Certificate of Amendment to Restated Certificate of 
         Incorporation of the Company (incorporated by reference to 
         Exhibit 3 to the Company's Quarterly Report on Form 10-Q for 
         the quarter ended June 30, 1996).

4(j)     By-Laws of the Registrant (incorporated by reference to 
         Exhibit 3 to the Company's Quarterly Report on Form 10-Q for 
         the quarter ended June 30, 1993).

5        Opinion of O. Wayne Coon, Esq.

23(a)    Consent of Independent Auditors.

23(b)    Consent of O. Wayne Coon, Esq. (included in Exhibit 5).

24       Powers of Attorney for the Directors of the Company.