SECURITIES AND EXCHANGE COMMISSION


                                Washington, D.C.

                                      20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


  For Quarter Ended September 30, 2001            Commission File Number 1-3761


                         TEXAS INSTRUMENTS INCORPORATED
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


      Delaware                                   75-0289970
------------------------               ------------------------------------
(State  of  Incorporation)            (I.R.S.  Employer  Identification  No.)



12500  TI  Boulevard,  P.O. Box 660199, Dallas, Texas                 75266-0199
-----------------------------------------------------                 ----------
(Address  of  principal  executive  offices)                          (Zip Code)


         Registrant's telephone number, including area code 972-995-3773
         ---------------------------------------------------------------


Indicate  by  check  mark  whether  the  Registrant  (1)  has  filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was  required  to  file  such  reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.    Yes   X     No
                                                        ------     ------


                                  1,732,198,880
  -----------------------------------------------------------------------------
         Number of shares of Registrant's common stock outstanding as of
                               September 30, 2001





                         PART I. - FINANCIAL INFORMATION



ITEM  1.  Financial  Statements
-----------------------------




                                 TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                                        Consolidated Financial Statements
                               (In millions of dollars, except per-share amounts.)


                                                                  For Three Months Ended  For Nine Months Ended
                                                                  ----------------------  ---------------------


                                                                    Sept. 30    Sept. 30   Sept. 30    Sept. 30
Operations                                                            2001       2000        2001       2000
----------                                                          --------    --------   --------    --------
                                                                                           
Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . . .   $  1,849    $  3,149   $  6,414    $  8,843
Operating costs and expenses:
  Cost of revenues. . . . . . . . . . . . . . . . . . . . . . . .      1,424       1,637      4,452       4,544
  Research and development. . . . . . . . . . . . . . . . . . . .        358         533      1,216       1,306
  Selling, general and administrative . . . . . . . . . . . . . .        312         453      1,060       1,268
                                                                    --------    --------   --------    --------
    Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,094       2,623      6,728       7,118
                                                                    --------    --------   --------    --------
Profit (loss) from operations . . . . . . . . . . . . . . . . . .       (245)        526       (314)      1,725
Other income (expense) net. . . . . . . . . . . . . . . . . . . .         37         565        201       2,039
Interest on loans . . . . . . . . . . . . . . . . . . . . . . . .        15          17         45          58
                                                                    --------    --------   --------    --------
Income (loss) before provision for income taxes and
  cumulative effect of an accounting change . . . . . . . . . . .       (223)      1,074       (158)      3,706
Provision (benefit) for income taxes. . . . . . . . . . . . . . .       (106)        398        (73)      1,284
                                                                    --------    --------   --------    --------
Income (loss) before cumulative effect of an accounting change. .       (117)        676        (85)      2,422
Cumulative effect of an accounting change . . . . . . . . . . . .         --          --         --         (29)
                                                                    --------    --------   --------    --------
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . .    $   (117)   $    676   $    (85)   $  2,393
                                                                    ========    ========   ========    ========
Diluted earnings (loss) per common share:
  Income (loss) before cumulative effect of an accounting change.   $   (.07)   $    .38   $   (.05)   $   1.36
  Cumulative effect of an accounting change . . . . . . . . . . .         --          --         --        (.02)
                                                                    --------    --------   --------    --------
  Net income (loss) . . . . . . . . . . . . . . . . . . . . . . .   $   (.07)   $    .38   $   (.05)   $   1.34
                                                                    ========    ========   ========    ========
Basic earnings (loss) per common share:
  Income (loss) before cumulative effect of an accounting change.   $   (.07)   $    .39   $   (.05)   $   1.41
  Cumulative effect of an accounting change . . . . . . . . . . .         --          --         --        (.01)
                                                                    --------    --------   --------    --------
  Net income (loss) . . . . . . . . . . . . . . . . . . . . . . .   $   (.07)   $    .39   $   (.05)   $   1.40
                                                                    ========    ========   ========    ========

Cash dividends declared per share of common stock. . . . . . . . .  $   .021    $   .021   $   .064    $   .064


                                                           2







                     TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                            Consolidated Financial Statements
                   (In millions of dollars, except per-share amounts.)




                                                                     Sept. 30   Dec. 31
Balance Sheet                                                          2001      2000
-------------                                                        --------   --------
                                                                          
Assets
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . . .   $    387   $    745
  Short-term investments . . . . . . . . . . . . . . . . . . . . .      2,605      3,258
  Accounts receivable, less allowance for losses of
    $74 million in 2001 and $54 million in 2000. . . . . . . . . .      1,449      2,204
  Inventories:
    Raw materials. . . . . . . . . . . . . . . . . . . . . . . . .        162        245
    Work in process. . . . . . . . . . . . . . . . . . . . . . . .        530        681
    Finished goods . . . . . . . . . . . . . . . . . . . . . . . .        208        307
                                                                     --------   --------
      Inventories. . . . . . . . . . . . . . . . . . . . . . . . .        900      1,233
                                                                     --------   --------
  Deferred income taxes. . . . . . . . . . . . . . . . . . . . . .        383        595
  Prepaid expenses and other current assets. . . . . . . . . . . .        380         80
                                                                     --------   --------
      Total current assets . . . . . . . . . . . . . . . . . . . .      6,104      8,115
                                                                     --------   --------
Property, plant and equipment at cost. . . . . . . . . . . . . . .      9,575      9,099
  Less accumulated depreciation. . . . . . . . . . . . . . . . . .     (3,745)    (3,652)
                                                                     --------   --------
      Property, plant and equipment (net). . . . . . . . . . . . .      5,830      5,447
                                                                     --------   --------
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,392      2,400
Goodwill and other acquisition-related intangibles . . . . . . . .        792        961
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . .        462        106
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .        664        691
                                                                     --------   --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 15,244   $ 17,720
                                                                     ========   ========
Liabilities and Stockholders' Equity
Current liabilities:
  Loans payable and current portion long-term debt . . . . . . . .   $     42   $    148
  Accounts payable and accrued expenses  . . . . . . . . . . . . .      1,367      1,921
  Income taxes payable . . . . . . . . . . . . . . . . . . . . . .        200        323
  Accrued retirement and profit sharing contributions. . . . . . .         12        421
                                                                     --------   --------
      Total current liabilities. . . . . . . . . . . . . . . . . .      1,621      2,813
                                                                     --------   --------
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .      1,222      1,216
Accrued retirement costs . . . . . . . . . . . . . . . . . . . . .        416        378
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . .        162        469
Deferred credits and other liabilities . . . . . . . . . . . . . .        275        256

Stockholders' equity:
  Preferred stock, $25 par value. Authorized - 10,000,000 shares.
    Participating cumulative preferred. None issued. . . . . . . .         --         --
  Common stock, $1 par value. Authorized -  2,400,000,000 shares.
    Shares issued: 2001 - 1,740,329,349; 2000 - 1,733,237,248. . .      1,740      1,733
  Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .      1,287      1,185
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . . .      9,128      9,323
  Less treasury common stock at cost.
    Shares: 2001 - 8,130,469; 2000 - 1,184,880 . . . . . . . . . .       (320)       (93)
  Accumulated other comprehensive income (loss). . . . . . . . . .       (190)       574
  Deferred compensation. . . . . . . . . . . . . . . . . . . . . .        (97)      (134)
                                                                     --------   --------
      Total stockholders' equity . . . . . . . . . . . . . . . . .     11,548     12,588
                                                                     --------   --------
Total liabilities and stockholders' equity . . . . . . . . . . . .   $ 15,244   $ 17,720
                                                                     ========   ========


                                            3







                       TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                              Consolidated Financial Statements
                     (In millions of dollars, except per-share amounts.)


                                                                      For Nine Months Ended
                                                                      ---------------------

                                                                       Sept. 30    Sept. 30
                                                                         2001        2000
                                                                       --------    --------
Cash Flows
----------
                                                                             
Cash flows from operating activities:
  Income (loss) before cumulative effect of an accounting change. . .  $    (85)   $  2,422
  Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,145         869
  Amortization of goodwill and other acquisition-related intangibles.       173          92
  Purchased in-process research and development . . . . . . . . . . .        --         112
  Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . .         3          56
  Net currency exchange losses. . . . . . . . . . . . . . . . . . . .         5           8
  (Increase) decrease in working capital (excluding cash
    and cash equivalents, short-term investments, deferred
    income taxes, and loans payable and current portion
    long-term debt):
      Accounts receivable. . . . . . . . . . . . . . . . . . . . . .        741        (580)
      Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .        333        (176)
      Prepaid expenses and other current assets. . . . . . . . . . .        302           8
      Accounts payable and accrued expenses. . . . . . . . . . . . .       (603)        190
      Income taxes payable . . . . . . . . . . . . . . . . . . . . .        (42)        450
      Accrued retirement and profit sharing contributions. . . . . .       (399)        (17)
  Gain on sale of Micron common stock. . . . . . . . . . . . . . . .         --      (1,636)
  Increase in noncurrent accrued retirement costs. . . . . . . . . .        (30)        (80)
  Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        100        (135)
                                                                       --------    --------
Net cash provided by operating activities . . . . . . . . . . . . .       1,039       1,583

Cash flows from investing activities:
  Additions to property, plant and equipment. . . . . . . . . . . .      (1,554)     (1,789)
  Purchases of short-term investments . . . . . . . . . . . . . . .      (2,373)     (4,304)
  Sales and maturities of short-term investments. . . . . . . . . .       3,012       2,730
  Purchases of noncurrent investments . . . . . . . . . . . . . . .        (194)       (114)
  Sales of noncurrent investments . . . . . . . . . . . . . . . . .         102       2,160
  Acquisition of businesses, net of cash acquired . . . . . . . . .          --          (3)
                                                                       --------    --------
Net cash used in investing activities . . . . . . . . . . . . . . .      (1,007)     (1,320)

Cash flows from financing activities:
  Additions to loans payable. . . . . . . . . . . . . . . . . . . .          --           2
  Payments on loans payable . . . . . . . . . . . . . . . . . . . .          (2)        (19)
  Additions to long-term debt . . . . . . . . . . . . . . . . . . .           3         249
  Payments on long-term debt. . . . . . . . . . . . . . . . . . . .        (129)       (250)
  Dividends paid on common stock. . . . . . . . . . . . . . . . . .        (111)       (104)
  Sales and other common stock transactions . . . . . . . . . . . .         111         191
  Common stock repurchase program . . . . . . . . . . . . . . . . .        (310)       (133)
                                                                       --------    --------
Net cash used in financing activities . . . . . . . . . . . . . . .        (438)        (64)
Effect of exchange rate changes on cash . . . . . . . . . . . . . .          48         (42)
                                                                       --------    --------
Net increase (decrease) in cash and cash equivalents. . . . . . . .        (358)        157
Cash and cash equivalents, January 1. . . . . . . . . . . . . . . .         745         781
                                                                       --------    --------
Cash and cash equivalents, September 30 . . . . . . . . . . . . . .    $    387    $    938
                                                                       ========    ========

                                               4


                 TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                          Notes to Financial Statements


1.  Diluted  earnings  (loss)  per  common  share are based on average common
and  dilutive  potential  common  shares  outstanding  (1,733.5  and  1,791.9
million  shares  for  the  third  quarters  of  2001  and  2000, and 1,734.6 and
1,788.3  million  shares  for  the  nine  months  ended  September  30, 2001 and
2000).  For  the  third  quarter  of  2001  and  nine  months  ended  September
30,  2001,  dilutive  potential  common  shares  have  been  excluded  due  to
the  net  loss  for  the  periods.

2.  As  of  September  30,  2001,  in  millions  of dollars, $184 of the $290
aggregate  severance  cost  obligations  for  the  first,  second and third
quarter  2001  worldwide  cost  reduction  and  restructuring  actions
affecting  a  total  of  5724  employees  had  been  paid.  Loss  for  the third
quarter  of  2001  includes,  in  millions  of  dollars,  net  special  charges
of  $37,  of  which  $19  is  severance  cost  for  a  worldwide  cost reduction
program  affecting  285  employees  and  $16  relates  to  the  restructuring
charges  for  the  closing  of  three  Semiconductor  facilities  (Santa  Cruz,
California;  Merrimack,  New  Hampshire;  and  Tustin,  California).  Of  the
$16,  $15  is  for  the  acceleration  of  depreciation  over  the  remaining
service  life  of  the  facilities.  Of  the  $37  net  special  charges, $27 is
included  in  cost  of  revenues,  $8  is  in  selling,  general  and
administrative  expense  and  $2  is  in  research  and  development  expense.

3.  Loss  for  the  second  quarter of 2001 includes, in millions of dollars,
net  special  charges  of  $252,  of  which  $214  is  severance cost for a
worldwide  cost-reduction  program  affecting  3778  employees  and  $35
relates  to  the  restructuring  charges  for  the  closing  of  three
Semiconductor  facilities  (Merrimack,  New  Hampshire;  Tustin,  California;
and  Santa  Cruz,  California)  affecting  an  additional  559  employees.  Of
the  $35,  $14  is  for  severance  cost  and  $16  is  for  the acceleration of
depreciation  over  the  remaining  service  life  of  the  facilities.  Of  the
$252  net  special  charges,  $162  is  included  in  cost  of  revenues, $84 is
in  selling,  general  and  administrative  expense  and  $6  is  in  research
and  development  expense.  Also  included  in  the  second  quarter  of  2001
is  a  $68  increase  to  the  income  tax  provision  to adjust to the expected
tax  rate  for  the  year.

4.  Income  for  the  first quarter of 2001 includes, in millions of dollars,
net  special  charges  of  $50,  of  which  $11  is  severance cost for 241
first-quarter  employee  acceptances  under  the  U.S.  voluntary  retirement
program,  $16  is  severance  cost  for  restructuring  actions  affecting  261
employees  in  international  Semiconductor  locations  and  $25  relates  to
the  closing  of  a  Semiconductor  manufacturing  facility  in  Santa  Cruz,
California.  Of  the  $25,  $16  is  for  severance  cost  for  600  employees
and  $5  is  for  acceleration  of  depreciation  over  the  remaining  service
life  of  the  facility.  Of  the  $50  of  net  special  charges,  $44  is
included  in  cost  of  revenues,  $7  is  in  selling,  general  and
administrative  expense,  $2  is  in  research  and  development  expense,  and
$3  is  in  other  income.

5.  Income  for  the  third quarter of 2000 includes, in millions of dollars,

                                     5


investment  gains  of  $425,  included  in  other  income, from the sale of
5.6  million  shares  of  Micron  Technology,  Inc.  (Micron)  common  stock,
and  special  charges  of  $163,  of  which  $112  is  for  purchased in-process
R&D  costs  from  the  Dot  Wireless,  Inc.  and  Alantro  Communications,  Inc.
acquisitions,  $41  is  for  pooling  of  interests  transaction  costs  from
the  Burr-Brown  Corporation  acquisition,  and  $10,  net,  is  for  several
Semiconductor  and  Sensors  &  Controls  restructuring  and  other  actions  in
the  U.S.,  Japan  and  Europe  affecting  432  employees.  As  of  September
30,  2001,  $13  of  the  $19  severance  cost  obligation  had  been  paid.  Of
the  $163,  $112  is  included  in  research  and  development  expense,  $46 is
in  selling,  general  and  administrative  expense,  $31  is  in  cost  of
revenues,  $15  is  in  net  revenues  and  $11  is  in  other  income.

6.  Income  for  the second quarter of 2000 includes, in millions of dollars,
an  investment  gain  of  $1211  in  other  income  from  the sale of 20 million
shares  of  Micron  common  stock.

7.  Income  for  the  first quarter of 2000 includes, in millions of dollars,
special  charges  of  $29  associated  with  actions  including  the  closing of
the  Sensors  &  Controls  manufacturing  facility  in  Versailles,  Kentucky,
and  TI's  acquisition  of  Toccata  Technology  ApS.  Of  the  $29  charge, $12
was  for  severance  for  480  employees  in  Kentucky.  As  of  September  30,
2001,  $9  of  the  severance  cost  obligation  had  been  paid.  Of  the  $29,
$20  is  included  in  cost  of  revenues,  $6  is  in  selling,  general  and
administrative  expense,  and  $3  is  in  research  and  development  expense.

8.  Total  comprehensive  income (loss), i.e., net income plus investment and
pension  liability  adjustments  to  stockholders'  equity,  for  the  third
quarters  of  2001  and  2000,  in  millions  of  dollars,  was  negative  $991
and  negative  $1266.  For  the  nine  months  ended  September  30,  2001  and
2000,  it  was  negative  $849  and  positive  $1991.

9.  There  has  been  no  significant  change  in  the  status  of  the audit
investigation  concerning  grants  from  the  Italian  government.

10.   Federal  income  taxes  for  the  interim  periods  presented  have been
included  in  the  accompanying  financial  statements  on  the basis of an
estimated  annual  rate.  The  estimated  annualized  tax  rate  for  2001  is
46  percent.  The  primary  reason  the  effective  annualized  tax  rate  for
2001  differs  from  the  35  percent  statutory  corporate  tax  rate is due to
decreased  profit  combined  with  tax  benefits  such  as  the  credit  for
research  activities.

11.     In  June  2001,  the  Financial  Accounting  Standards  Board  issued
Statements  of  Financial  Accounting  Standards  No.  141,  Business
Combinations,  and  No.  142,  Goodwill  and  Other  Intangibles,  effective
for  fiscal  years  beginning  after  December  15,  2001.  Under  the  new
rules,  goodwill  and  intangible  assets  deemed  to  have  indefinite  lives
will  no  longer  be  amortized  but  will  be  subject  to  annual  impairment
tests  in  accordance  with  the  Statements.  Other  intangible  assets  will
continue  to  be  amortized  over  their  useful  lives.  The  company  will
apply  the  new  rules  on  accounting  for  goodwill  and  other  intangible
assets  beginning  in  the  first  quarter  of  2002.  Application  of  the non-

                                    6


amortization  provisions  of  the  Statement  is  expected  to  result  in  an
increase  in  net  income  of  about  $100  million  ($0.06  per  share). During
2002,  the  company  will  perform  the  first  of  the  required  impairment
tests  of  goodwill  and  indefinite  lived  intangible  assets  as  of  January
1,  2002  and  has  not  yet  determined  what  effect,  if  any,  these  tests
will  have  on  the  earnings  and  financial  position  of  the  company.

12.     The  statements  of  operations  and  statements  of  cash flows for the
periods  ended  September  30,  2001,  and  the  balance  sheet  at  September
30,  2001,  are  not  audited  but  reflect  all  adjustments  which  are  of  a
normal  recurring  nature  and  are,  in  the  opinion  of  management,
necessary  for  a  fair  statement  of  the  results  of  the  periods  shown.

                                          7


13.  Business  segment  information  is  as  follows:




                                          For Three Months Ended     For Nine Months Ended
                                           ----------------------    ---------------------

                                             Sept. 30    Sept. 30    Sept. 30    Sept. 30
Business Segment Net Revenues                  2001        2000        2001        2000
(millions of dollars)                        ---------   ---------   ---------   ---------
-----------------------------
                                                                     
Semiconductor
  Trade. . . . . . . . . . . . . . . . . .  $   1,450   $   2,688   $   5,275   $   7,576
  Intersegment . . . . . . . . . . . . . .          3           4          11          13
                                            ----------  ----------  ----------  ----------
                                                1,453       2,692       5,286       7,589
                                            ----------  ----------  ----------  ----------
Sensors & Controls
  Trade. . . . . . . . . . . . . . . . . .        221         245         736         780
  Intersegment . . . . . . . . . . . . . .          1          --           3          --
                                            ----------  ----------  ----------  ----------
                                                  222         245         739         780
                                            ----------  ----------  ----------  ----------
Educational & Productivity Solutions
  Trade. . . . . . . . . . . . . . . . . .        179         175         389         380

Corporate activities . . . . . . . . . . .         (5)         11         (12)          8
Divested activities. . . . . . . . . . . .         --          26          12          86
                                            ----------  ----------  ----------  ----------
Total. . . . . . . . . . . . . . . . . . .  $   1,849   $   3,149   $   6,414   $   8,843
                                            ==========  ==========  ==========  ==========



Business Segment Profit (Loss)
(millions of dollars)
------------------------------
Semiconductor. . . . . . . . . . . . . . .  $    (219)  $     681   $      48   $   1,927
Sensors & Controls . . . . . . . . . . . .         45          43         148         148
Educational & Productivity Solutions . . .         67          64         122         105
Corporate activities . . . . . . . . . . .        (45)        (53)       (125)       (180)
Special charges/gains and
  acquisition-related amortization,
  net of applicable profit sharing . . . .        (93)        221        (510)      1,353
Interest on loans/other income (expense) net,
  excluding a first-quarter 2001 gain
  of $3, a third-quarter 2000 gain of
  $436, and a second-quarter 2000 gain
  of $1211 included above in special
  charges/gains and acquisition-related
  amortization . . . . . . . . . . . . . .         22         112         153         334
Divested activities. . . . . . . . . . . .         --           6           6          19
                                            ----------  ----------  ----------  ----------

Income (loss) before provision for income
  taxes and cumulative effect of an
  accounting change. . . . . . . . . . . .  $    (223)  $   1,074   $    (158)  $   3,706
                                            ==========  ==========  ==========  ==========

                                             8


14.  Year-to-date  acquisition-related  purchased  in-process  research  and
development  (R&D)  charges  were  zero  in  2001 and $112 million in 2000.
These  charges  are  for  R&D  from business purchase acquisitions.  Values
for  acquired  in-process  R&D  (purchased  R&D)  were  determined  at  the
acquisition  date  based  upon  the  appraised  value  of  the  related
developmental  projects.  Purchased  R&D  projects  were assessed, analyzed
and  valued  within the context and framework articulated by the Securities
and  Exchange  Commission  herein  described  as  the  Exclusion  Approach.

Major  assumptions,  detailed  in  the following table, used in determining
the  value  of  significant  purchased  R&D included the discount rate, the
estimated  beginning  date  of  projected  operating  cash  flows,  and the
remaining  cost and time, in engineer-months, to complete the R&D projects.
The  term  "engineer  month"  refers to the average amount of research work
expected  to  be  performed  by  an  engineer  in  a  month.

The  relative stage of completion and projected operating cash flows of the
underlying  in-process  projects  acquired  were  the  most significant and
uncertain  assumptions  utilized in the valuation analysis of the purchased
R&D.  Such  uncertainties  could  give  rise  to unforeseen budget overruns
and/or  revenue  shortfalls  in the event that TI is unable to successfully
complete  and  commercialize  the  projects.  TI  management  is  primarily
responsible  for  estimating  the  value  of  the  purchased  R&D  in  all
acquisitions  accounted  for  under  the  purchase  method.  TI  expects to
essentially  meet  its  original  return  expectations  for  the  projects.

                                   9





Millions of Dollars
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Cost/time to
                                                           Purchased                                     complete R&D       Year
                                                           in-process                                       projects     cash flows
 Entity   Acquisition  Consid-            Other   Deferred    R&D     Appraisal   R&D       Discount -------------------- projected
acquired     date      eration  Goodwill  intan-  compen-    charge    method     focus       rate   At acquisi-    At    to begin
                                          gibles  sation                                                tion    Sept. 2001
--------- ----------- --------- --------  ------  --------  --------  ---------  ---------  -------- ---------- ---------- --------
                                                                                       
Alantro     Third      $277      $148     $ 81    $ 32       $ 52     Exclusion  Wireless     24%     $4.1/      $1.7/66    2002
 Commun-    quarter                                                   approach   networking           256        engineer
 ications,  2000                                                                 technology           engineer   months
 Inc.                                                                            for home             months
                                                                                 and office


                                   10


15.  The  following is a reconciliation of individual restructuring accruals (in
     millions  of  dollars).



                                                                                  Year  of  Charge
                                                      --------------------------------------------------------------------------
                                     Balance,  prior                  2000                                 2001
                                  actions - primarily ------------------------------------   -----------------------------------
                                      severance and                                           Voluntary/     SC         SC
                                         business      S&C        SC and S&C        E&PS     involuntary    site   international
                                       divestiture     site      restructuring    severance    program    closings restructuring
Description*                  Total      related      closing       actions        action      in U.S.    in U.S.     actions
------------                 -------  -------------  ---------  ---------------  -----------  ---------  ----------  ---------
                                                                                             
BALANCE, DECEMBER 31, 2000   $   70   $         46   $     11   $           10   $        3

CHARGES:
Severance                        43                                                           $     11   $      16   $     16
Asset write-downs                 6                                                                              6
Various charges                   3                                                                              3

DISPOSITIONS:
Change in estimates              (1)                                        (1)
Non-cash write-down
  of assets                      (6)                                                                            (6)
Severance payments               (8)            (2)        (1)              (1)          (2)                               (2)
                             ------   -------------  ---------  ---------------    --------   --------    --------   --------

BALANCE, March 31, 2001         107             44         10                8            1         11          19         14
                             ------   ------------   --------   --------------   ----------   --------   ---------   --------

CHARGES:
Severance                       172                                                                 90          14         68
Asset write-downs                16                                                                             16
Various charges                   8                                                                  2           5          1
FAS 88                           56                                                                 48                      8

DISPOSITIONS:
Various payments                 (2)                                                                            (2)
Non-cash write-down
  of assets                     (16)                                                                           (16)
Pension payments                (56)                                                               (48)                    (8)
Severance payments              (72)            (5)        (4)              (2)          (1)       (46)         (1)       (13)
                             -------  -------------  ---------  ---------------  -----------  ---------  ----------  ---------

BALANCE, June 30, 2001          213             39          6                6            -         57          35         70
                             -------  -------------  ---------  ---------------  -----------  ---------  ----------  ---------

CHARGES:
Severance                        15                                                                                        15
Asset write-downs                15                                                                             15
Various charges                   3                                                                  2           1
FAS 88                            4                                                                                         4

DISPOSITIONS:
Various payments                 (3)                                                                            (3)
Non-cash write-down
  of assets                     (15)                                                                           (15)
Pension payments                 (4)                                                                                       (4)
Severance payments              (67)            (1)        (3)              (1)                    (16)         (4)       (42)
                             -------  -------------  ---------  ---------------  -----------  ---------  ----------  ---------

BALANCE, September 30, 2001  $  161   $         38   $      3   $            5   $        -   $     43   $      29   $     43
                             ======   ============   ========   ==============   ==========   ========   =========   ========


*Abbreviations
SC   =  Semiconductor Business
S&C  =  Sensors & Controls Business
E&PS =  Educational & Productivity Solutions Business



                                                             11


ITEM  2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results  of  Operations

The  Registrant  (the  "company"  or  "TI")  announced  third-quarter  financial
results  that  show  the company's third-quarter revenue was $1849 million, down
9  percent  from  the  second  quarter  and  slightly  better than the company's
outlook  issued  in  July  for a decline of 10 to 15 percent.  Orders, which had
fallen  10  percent  sequentially  in  the  second  quarter,  declined 4 percent
sequentially  in  the  third  quarter  to  $1638  million.  Semiconductor orders
were  about  even  with  the  second-quarter  level.

TI's  overall  book-to-bill  for  semiconductors continued to rise sequentially,
and  TI's  DSP  book-to-bill  exceeded  one  for the second consecutive quarter.
DSP  revenue  was  up  10  percent  sequentially  and  orders were up 11 percent
sequentially.  Orders  for  high-performance  Analog  turned  the  corner  and
increased  10  percent  sequentially.

Inventory  was  reduced  by  $182  million  from  the end of the second quarter.
Despite  the  decline  in  revenue, days of inventory were reduced to 58 from 72
at  the  end  of  the  second  quarter.  Cash  flow  from  operations  was  $334
million,  and  free  cash  flow  was  $22 million.  The company also repurchased
$152  million  of  company  stock.

SUMMARY  OF  FINANCIAL  RESULTS

For  the  third  quarter  of  2001,  TI  reported  the  following:

-  Total  revenue  for  TI  was  $1849  million,  down  41 percent from $3149
   million  in  the  year-ago  quarter  and down 9 percent sequentially
   due to weakness  in  Semiconductor.

-  Cost  of  revenues  in  the third quarter was $1424 million, compared with
   $1637  million  in  the  year-ago  quarter.  Cost  of  revenues  decreased
   primarily  due  to  decreased  Semiconductor  revenue.

-  Research  and  development  (R&D)  totaled  $358  million,  down from $533
   million  in  the  third  quarter  of  2000  primarily  due  to acquisition-
   related  charges  for  in-process  R&D  in  the  third  quarter  of  2000.

-  Selling,  general  and  administrative  expense  in  the  quarter was $312
   million,  down  from  $453  million  in the year-ago quarter due to savings
   resulting  from  restructuring  activities  and  tight  spending  controls.

-  Other  income  (expense)  net  decreased  from  $565  million in the third
   quarter  of  2000  to  $37  million in the third quarter of 2001, primarily
   due to a gain on the  sale  of  Micron  stock in the third quarter of 2000.

-  The  income  tax  rate  for  the  quarter  was  47  percent.

-  TI  orders  in  the  third quarter were $1638 million, compared with $3250
   million  in  the  year-ago  quarter  and  $1704  million  in  the  second
   quarter.

                                   12


Results  for  the  third  quarter  of  2001  include  net special charges of $37
million,  of  which  $19  million  is  severance  cost  for  a  worldwide  cost-
reduction  program  and  $16  million  relates  to the restructuring charges for
the  closing  of  three  Semiconductor  facilities  (Santa  Cruz,  California;
Merrimack,  New  Hampshire;  and  Tustin,  California).  Of  the  $16  million,
$15  million  is  for  the  acceleration  of  depreciation  over  the  remaining
service  life  of  the  facilities.  Also  included  is amortization of goodwill
and  other  acquisition-related  intangibles  of  $56  million.

For  the  second  quarter  of  2001,  results  include  net  special  charges of
$252  million,  of  which  $214  million  is  severance  cost  for  a  worldwide
cost-reduction  program  and  $35  million  relates  to  the  restructuring
charges  for  the  closing  of  three  Semiconductor  facilities (Merrimack, New
Hampshire;  Tustin,  California;  and  Santa  Cruz,  California).  In  addition,
TI  recorded  a  $68  million  increase  to  the  income tax provision to adjust
to  the  expected  tax  rate  for  the  year.  Also  included is amortization of
goodwill  and  other  acquisition-related  intangibles  of  $58  million.

For  the  first  quarter  of  2001,  results  include net special charges of $50
million,  of  which  $11  million  is  severance cost for first-quarter employee
acceptances  under  the  U.S.  voluntary  retirement  program,  $16  million  is
severance  cost  for  restructuring  actions  in  international  Semiconductor
locations,  and  $25  million  relates  to  the  closing  of  a  Semiconductor
manufacturing  facility  in  Santa  Cruz,  California.  Also  included  is
amortization  of  goodwill  and  other  acquisition-related  intangibles  of $59
million.

For  the  third  quarter  of  2000,  results  include  investment  gains of $425
million,  included  in  other  income,  from  the  sale of 5.6 million shares of
Micron  Technology,  Inc.  (Micron)  common  stock,  and  net special charges of
$163  million,  of  which  $112  million  is  for purchased in-process R&D costs
from  the  Dot  Wireless,  Inc.  and  Alantro Communications, Inc. acquisitions,
$41  million  is  for  pooling  of  interests  transaction  costs from the Burr-
Brown  Corporation  acquisition,  and  $10  million,  net,  is  for  several
Semiconductor  and  Sensors  &  Controls  restructuring  and  other  actions  in
the  U.S.,  Japan  and  Europe.  Also  included  is amortization of goodwill and
other  acquisition-related  intangibles  of  $41  million.

For  the  second  quarter  of  2000,  results  include  an  investment  gain  of
$1211  million,  included  in  other  income,  from  the  sale  of  20  million
shares  of  Micron  common  stock.  Also  included  is  amortization of goodwill
and  other  acquisition-related  intangibles  of  $25  million.

For  the  first  quarter  of  2000,  results included net special charges of $29
million  for  actions  including  the  closing  of  a  Sensors  &  Controls
manufacturing  facility  in  Versailles,  Kentucky,  and  TI's  acquisition  of
Toccata  Technology  ApS.  Also  included  is  amortization  of  goodwill  and
other  acquisition-related  intangibles  of  $25  million.

Additional  information  relating  to  these  items  appears  below  under  the
heading  "Special  Charges  and  Gains."

                                    13


OUTLOOK

It  appears  that  third  quarter of 2001 will mark the bottom for semiconductor
orders,  and  the  floor  for  revenue  should  be  set  in  the fourth quarter.
Fourth-quarter  TI  revenue  is  expected  to  decline  about  10  percent
sequentially,  mostly  due  to  normal  seasonal  declines  in  Educational  &
Productivity  Solutions  (E&PS)  as well as continued weakness in Semiconductor.

Specifically,  TI  expects  the following for the fourth quarter compared to the
third  quarter:

-  In  Semiconductor,  revenue  will  decline  about  5  percent  as
   continued  growth  in  DSP  is  more  than  offset  by  declines  in  other
   products.

-  Sensors  &  Controls  revenue  will  be  about  even.

-  E&PS  revenue  will  decline  by  about  $110  million,  or 60 percent, as
   the  back-to-school  season  for  educational  products  ends.

-  Operating  margin  will  decline  about  9  percentage  points  before the
   effect  of  special  charges  and  amortization  of  goodwill  and  other
   acquisition-related intangibles, reflecting the lower revenue  level  and
   further  reductions  in  inventory.

-  Non-operating  income  will  decline  about  $10  million reflecting lower
   interest  rates.

-  Loss  per  share  will  be  about  6  cents  more  in  the fourth quarter,
   compared  with  the  third  quarter,  before  the effect of special charges
   and amortization of goodwill and other acquisition-related intangibles.

For  2001,  TI  expects  the  following:

-  R&D  of  $1.5  billion,  excluding  acquisition-related  amortization  and
   purchased  in-process  R&D,  compared  with the company's prior estimate of
   $1.6  billion  and  last  year's  $1.6  billion.

-  Capital  expenditures  of  $1.8 billion, unchanged from the prior estimate
   and  down  about  35  percent  from  last  year.

-  Depreciation  of  $1.6  billion,  compared with the prior estimate of $1.5
   billion  and  up  about  30  percent  from  last  year.

SEMICONDUCTOR

Semiconductor  revenue in the third quarter was $1453 million, down from $2692
million  in  the  year-ago period.  Revenue was down from $1657 million in the
second  quarter  due to continued weakness across most Semiconductor products,
excluding  DSP.

As  a  result  of  lower  revenue,  Semiconductor had a $219 million operating
loss,  compared  with  an  operating  profit  of  $681 million in the year-ago
period  and  an  operating  loss  of  $37  million  in  the  second  quarter.

                                    14


Analog  revenue  was  down  45 percent from the year-ago period and 16 percent
sequentially  due to broad based weakness in demand.  In the first nine months
of  the  year,  about  40  percent  of  total  Semiconductor revenue came from
Analog.

DSP  revenue decreased 37 percent from the year-ago quarter due to broad based
weakness  in  demand  but increased 10 percent sequentially due to strength in
wireless.  In  the  first  nine  months of the year, about 25 percent of total
Semiconductor  revenue  came  from  DSP.

TI's  remaining  Semiconductor revenue decreased from the year-ago quarter and
sequentially.

TI's  Semiconductor  revenue  in  key  markets  was  as  follows:

-  Wireless  revenue  was  down  42  percent  from  the  year-ago period but
   increased  16  percent  sequentially.  In  the  first  nine  months  of the
   year,  about  20  percent  of  total  Semiconductor  revenue  came  from
   wireless.

-  Revenue  from  TI's  catalog  products,  comprised  of  high-performance
   Analog and DSP, declined 52 percent from the year-ago  quarter  and  16
   percent  sequentially.  In the first nine months of the year,  about  15
   percent  of  total  Semiconductor  revenue  came  from catalog  products.

-  Broadband  communications  revenue,  which  includes  digital  subscriber
   line  (DSL)  and  cable  modems, was up 8 percent from the year-ago quarter
   but  declined  53  percent  sequentially.  In  the first nine months of the
   year,  about  5  percent  of  total  Semiconductor  revenue  came  from
   broadband  communications.

-  Semiconductor  orders  were  $1308  million,  compared  with  $2884 in the
   year-ago  period  and  $1321  million  in  the  second  quarter.

SENSORS  &  CONTROLS

Revenue  was  $222  million,  compared  with $245 million in the year-ago period
due  to  overall  market  weakness,  and  down  from  $257 million in the second
quarter  due  to  seasonal patterns in the heating and air conditioning industry
and  market  weakness.

Operating  profit  was  $45  million,  or  20.2  percent  of revenue.  Operating
profit  in  the  year-ago  period  was  $43 million, or 17.5 percent of revenue.
Operating  profit  in  the  second  quarter  was $52 million, or 20.2 percent of
revenue.

                                   15


EDUCATIONAL  &  PRODUCTIVITY  SOLUTIONS  (E&PS)

E&PS  revenue  was  $179  million,  compared  with  $175 million in the year-ago
quarter.  Sequentially,  revenue  increased  by  $50  million  due  to  back-to-
school  sales  of  educational  products.

Operating  profit  was  $67  million,  or 37.3 percent of revenue, compared with
$64  million,  or  36.3  percent  of revenue in the year-ago quarter.  Operating
profit  increased  76  percent  from  the  second  quarter's  $38 million due to
seasonality.

FIRST  NINE  MONTHS  OF  2001

For  the  first  nine  months  of  2001,  TI  reported  the  following:

-    TI  revenue  was  $6414  million, down from $8843 million in the first nine
     months  of  2000,  due  to  Semiconductor.  The  decrease  in Semiconductor
     revenue  for  the  first  nine months of 2001 was primarily due to weakness
     across  most  Semiconductor  products.  The  decrease in Sensors & Controls
     was  primarily due to overall market weakness.  E&PS was up slightly due to
     strength  of  educational  products.

-    Cost  of  revenues  was  $4452  million  compared with $4544 million in the
     year-ago  period.  Cost  of  revenues  decreased primarily due to decreased
     Semiconductor  revenue.

-    R&D  totaled  $1216  million, compared with $1306 million in the first nine
     months  of  2000.  The  decrease  was  primarily due to acquisition-related
     charges  for  purchased  in-process  R&D  in the first nine months of 2000.

-    Selling,  general  and  administrative expense was $1060 million, down from
     $1268  million  in the year-ago period primarily due to cost reduction
     actions and reduced  profit  sharing.

-    Other  income  (expense) net decreased from $2039 million in the first nine
     months  of  2000  to  $201  million  for  the  first  nine  months of 2001,
     primarily  due  to  the  sale  of  Micron  stock  in  2000.

-    The  income  tax  rate  was  46  percent.

-    Orders  were  $5239  million, down from $9601 million for the same period a
     year  ago,  primarily  due  to  weakness  in  Semiconductor.  Semiconductor
     orders  for the first nine months were down, primarily due to a combination
     of  weak  electronic end-equipment markets and excess customer inventories.
     Sensors  &  Controls orders were down due to overall market weakness.  E&PS
     orders  were  up  slightly  due  to  strength  of  educational  products.

FINANCIAL  CONDITION

In  the  first  nine  months  of 2001, cash and cash equivalents plus short-term
investments  decreased  by  $1011  million  to  $2992  million, primarily due to
capital  expenditures.  During  the  third  quarter  of  2001,  cash  and  cash
equivalents  plus  short-term  investments  decreased  by $22 million due to the
repurchase  of  the  company's  common  stock.

                                   16


Cash  flow  from  operating  activities  was  $1039  million  in the first three
quarters  of  2001.

Capital  expenditures  totaled  $1554  million in the first nine months of 2001,
compared  with  $1789  million  in  the  first  nine  months  of  2000.  Capital
expenditures  totaled  $312  million  in  the  third quarter of 2001 versus $585
million  in  the  year-ago  quarter.

Depreciation  for  the  first three quarters of 2001 was $1145 million, compared
with  $869  million  in  the same period a year ago.  Depreciation for the third
quarter  of  2001  was  $414  million,  versus  $319  million  in  the  year-ago
quarter.

Debt-to-total-capital  ratio  was  0.10  at  the  end  of the third quarter, the
same  as  at  the  end  of  2000.

In  June  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Accounting  Standards  No.  141, Business Combinations, and  No. 142,
Goodwill  and  Other  Intangibles,  effective  for  fiscal years beginning after
December  15,  2001.  Under the new rules, goodwill and intangible assets deemed
to  have  indefinite  lives  will  no longer be amortized but will be subject to
annual  impairment  tests  in  accordance  with the Statements. Other intangible
assets  will  continue  to  be  amortized  over their useful lives.  The company
will  apply  the  new  rules  on  accounting  for  goodwill and other intangible
assets  beginning  in  the  first  quarter  of  2002.  Application  of  the non-
amortization  provisions  of  the Statement is expected to result in an increase
in  net  income  of  $100  million  ($0.06  per share). During 2002, the company
will  perform  the  first  of  the  required  impairment  tests  of goodwill and
indefinite  lived  intangible  assets  as  of  January  1,  2002 and has not yet
determined  what  effect,  if  any,  these  tests  will have on the earnings and
financial  position  of  the  company.

SPECIAL  CHARGES  AND  GAINS

Third  Quarter  of  2001

As  of  September  30,  2001,  $184  million  of  the  $290  million  aggregate
severance  cost  obligations  for  the  first,  second  and  third  quarter 2001
worldwide  cost  reduction  and  restructuring actions affecting a total of 5724
employees  had  been  paid.  In  total,  these  first,  second and third quarter
2001  actions  are  expected  to  result  in annualized savings of approximately
$400  million.  In  the  third  quarter  of  2001, pretax charges of $37 million
net  were  taken,  of which $19 million was severance cost for a worldwide cost-
reduction  program  affecting  285  employees  and  $16  million  relates to the
restructuring  charges  for  the  closing  of  three  Semiconductor  facilities
(Santa  Cruz,  California;  Merrimack,  New  Hampshire; and Tustin, California).
Of  the  $16  million, $15 million was for the acceleration of depreciation over
the  remaining  service  life  of  the  facilities.  Of  the  $37  million,  $27
million  is  included  in  cost  of  revenues, $8 million is in selling, general
and  administrative  expense  and  $2  million  is  in  research and development
expense.

                                   17



Second  Quarter  of  2001

In  the  second  quarter of 2001, pretax charges of $252 million net were taken,
of  which  $214  million  was  severance  cost  for  a  worldwide cost-reduction
program  affecting  3778  employees and $35 million relates to the restructuring
charges  for  the  closing  of  three  Semiconductor  facilities (Merrimack, New
Hampshire;  Tustin,  California;  and  Santa  Cruz,  California)  affecting  an
additional  559  employees.  Of  the  $35  million  charge,  $14 million was for
severance  cost  and  $16  million was for the acceleration of depreciation over
the  remaining  service  life  of  the  facilities.  Of  the  $252 million, $162
million  was  included  in  cost of revenues, $84 million is in selling, general
and  administrative  expense  and  $6  million  is  in  research and development
expense.  Also  included  was a $68 million increase to the income tax provision
to  adjust  to  the  expected  tax  rate  for  the  year.

First  Quarter  of  2001

In  the  first  quarter  of  2001, pretax charges of $50 million net were taken,
of  which  $11  million  was  for  severance cost for 241 first-quarter employee
acceptances  under  the  U.S.  voluntary retirement program, $16 million was for
severance  cost  for  restructuring  actions  affecting  261  employees  in
international  Semiconductor  locations,  and $25 million relates to the closing
of  a  Semiconductor  manufacturing  facility in Santa Cruz, California.  Of the
$25  million  charge,  $16  million was for severance cost for 600 employees and
$5  million  was  for  acceleration  of  depreciation over the remaining service
life  of  the  facility. Of the $50 million, $44 million was included in cost of
revenues,  $7  million  is  in  selling,  general and administrative expense, $2
million  is  in  research  and  development  expense, and $3 million is in other
income.

Third  Quarter  of  2000

In  the  third  quarter  of  2000,  TI recorded investment gains of $425 million
from  the  sale  of  5.6  million  shares  of  Micron  Technology, Inc. (Micron)
common  stock,  offset  by  special  charges  of $163 million net, of which $112
million  was  for  purchased  in-process  R&D  costs from the Dot Wireless, Inc.
and  Alantro  Communications,  Inc.  acquisitions,  $41  million  was  for
acquisition  costs  from  the  pooling of interests with Burr-Brown Corporation,
and  $10  million,  net,  was  for  several Semiconductor and Sensors & Controls
restructuring  and  other  actions  in  the U.S., Japan and Europe affecting 432
employees.  Of  the  $163  million,  $112  million  was included in research and
development  expense,  $46  million  is  in  selling, general and administrative
expense,  $31  million  is  in  cost of revenues, $15 million is in net revenues
and  $11  million  is  in  other  income.  The  primary  benefit  from the above
actions  is  reduced  personnel  costs, which are estimated to reach $31 million
annually.  The  benefit  began  in  the fourth quarter of 2000.  As of September
30,  2001,  $13  million  of  the $19 million severance cost obligation had been
paid.

                                   18


Second  Quarter  of  2000

In  the  second  quarter  of 2000, an investment gain of $1211 million, included
in  other  income,  was  realized  from  the sale of 20 million shares of Micron
common  stock.

First  Quarter  of  2000

In  the  first  quarter  of  2000, pretax charges of $29 million net were taken,
associated  with  actions  including  the  closing  of  the  Sensors  & Controls
manufacturing  facility  in  Versailles,  Kentucky,  and  TI's  acquisition  of
Toccata  Technology  ApS.  Of  the  $29  million  charge,  $12  million  was for
severance  for  the  elimination  of  480 jobs in Kentucky.  Of the $29 million,
$20  million  was  included  in  cost  of  revenues,  $6  million is in selling,
general  and  administrative  expense  and  $3  million  is  in  research  and
development  expense.  The  primary  benefit from the Kentucky action is reduced
personnel  costs,  which  are  estimated  to  reach  $10  million  annually. The
benefit  began  in  the  fourth  quarter  of  2000. As of September 30, 2001, $9
million  of  the  severance  cost  obligation  had  been  paid.

Purchased  In-Process  R&D  Charges

Year-to-date  acquisition-related  purchased in-process research and development
(R&D)  charges  were  zero  in 2001 and $112 million in 2000.  These charges are
for  R&D  from  business  purchase acquisitions.  Values for acquired in-process
R&D  (purchased  R&D)  were  determined  at  the acquisition date based upon the
appraised  value  of the related developmental projects.  Purchased R&D projects
were  assessed,  analyzed  and  valued  within  the  context  and  framework
articulated  by  the  Securities and Exchange Commission herein described as the
Exclusion  Approach.

Major  assumptions,  detailed  in  the  following table, used in determining the
value  of  significant  purchased  R&D included the discount rate, the estimated
beginning  date  of  projected  operating cash flows, and the remaining cost and
time,  in  engineer-months,  to  complete  the R&D projects.  The term "engineer
month"  refers  to  the  average  amount  of  research  work  expected  to  be
performed  by  an  engineer  in  a  month.

The  relative  stage  of  completion  and  projected operating cash flows of the
underlying  in-process  projects  acquired  were  the  most  significant  and
uncertain  assumptions  utilized  in  the  valuation  analysis  of the purchased
R&D.  Such  uncertainties  could  give rise to unforeseen budget overruns and/or
revenue  shortfalls  in the event that TI is unable to successfully complete and
commercialize  the  projects.  TI  management  is  primarily  responsible  for
estimating  the  value  of  the  purchased R&D in all acquisitions accounted for
under  the  purchase method.  TI expects to essentially meet its original return
expectations  for  the  projects.

                                   19






Millions of Dollars
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Cost/time to
                                                           Purchased                                     complete R&D       Year
                                                           in-process                                       projects     cash flows
 Entity   Acquisition  Consid-            Other   Deferred    R&D     Appraisal   R&D       Discount -------------------- projected
acquired     date      eration  Goodwill  intan-  compen-    charge    method     focus       rate   At acquisi-    At    to begin
                                          gibles  sation                                                tion    Sept. 2001
--------- ----------- --------- --------  ------  --------  --------  ---------  ---------  -------- ---------- ---------  --------
                                                                                       
Alantro     Third      $277      $148     $ 81    $ 32       $ 52     Exclusion  Wireless     24%     $4.1/      $1.7/66    2002
Commun-     quarter                                                   approach   networking           256        engineer
ications,   2000                                                                 technology           engineer   months
Inc.                                                                             for home             months
                                                                                 and office



                                                                  20



ITEM  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk.

Information  concerning  market  risk is contained on pages B-43 and B-44 of the
Registrant's  proxy  statement  for  the 2001 annual meeting of stockholders and
is  incorporated  by  reference  to  such  proxy  statement.

                           PART II - OTHER INFORMATION

ITEM  6.  Exhibits  and  Reports  on  Form  8-K.

     (a)  Exhibits

        Designation  of
          Exhibits  in
         This  Report          Description  of  Exhibit
        --------------       ------------------------------------------

          11                    Earnings  (Loss)  Per  Common  and  Dilutive
                                Potential  Common  Share

          12                    Computation  of  Ratio  of  Earnings  to
                                Fixed  Charges

     (b)  Reports  on  Form  8-K

During  the  quarter  ended  September 30, 2001, the Registrant filed reports on
Form  8-K  dated  August  14,  2001  and  September 5, 2001, each confirming its
outlook  for  the  third  quarter  of  2001  as set forth in the Outlook Section
included  in  Item  2  of  its  Form  10-Q for the quarter ending June 30, 2001.

"Safe  Harbor"  Statement  under the Private Securities Litigation Reform Act of
1995:

This  Form  10-Q  includes  "forward-looking statements" intended to qualify for
the  safe  harbor  from  liability  established  by  the  Private  Securities
Litigation  Reform  Act  of  1995.  These  forward-looking  statements generally
can  be  identified  by  phrases  such  as  TI  or  its  management  "believes,"
"expects,"  "anticipates,"  "foresees,"  "forecasts," "estimates" or other words
or  phrases  of  similar  import.  Similarly,  such  statements  herein  that
describe  the  company's  business  strategy,  outlook,  objectives,  plans,
intentions  or  goals  also  are  forward-looking statements.  All such forward-
looking  statements  are  subject  to certain risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  in  forward-looking
statements.

We  urge  you  to  carefully consider the following important factors that could
cause  actual  results  to  differ  materially  from  the  expectations  of  the
company  or  its  management:

-  Market  demand  for  semiconductors,  particularly  for  digital  signal
   processors  and  analog  chips  in  key markets, such as telecommunications
   and  computers;

-   TI's  ability  to  develop,  manufacture and market innovative products in
    a  rapidly  changing  technological  environment;

                                   21


-  TI's  ability  to  compete  in  products  and  prices  in  an  intensely
   competitive  industry;

-  TI's  ability  to  maintain  and  enforce  a  strong intellectual property
   portfolio  and  obtain  needed  licenses  from  third  parties;

-  Timely  completion  and  successful integration of announced acquisitions;

-  Global  economic,  social  and  political  conditions  in the countries in
   which  TI  and  its  customers  and  suppliers  operate,  including
   fluctuations  in  foreign  currency  exchange  rates;

-  Losses  or  curtailments  of  purchases  from  key  customers;

-  TI's  ability  to  recruit  and  retain  skilled  personnel;  and

-  Availability  of  raw  materials  and  critical  manufacturing  equipment.

For  a  more  detailed  discussion  of  these  factors,  see  the text under the
heading  "Cautionary  Statements  Regarding  Future  Results  of  Operations" in
Item  1  of  the company's most recent Form 10-K. The forward-looking statements
included  in  this  Form 10-Q are made only as of the date of this Form 10-Q and
the  company  undertakes  no obligation to update the forward-looking statements
to  reflect  subsequent  events  or  circumstances.


                                    SIGNATURE


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                                 TEXAS  INSTRUMENTS  INCORPORATED


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

Date:  October 24,  2001

                                   22


                                                                 EXHIBIT  11
                                                                 -----------





                                   TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                               EARNINGS (LOSS) PER COMMON AND DILUTIVE POTENTIAL COMMON SHARE



                                                                    For Three Months Ended    For Nine Months Ended
                                                                    ----------------------    ---------------------
                                                                     Sept. 30     Sept. 30    Sept. 30     Sept. 30
                                                                       2001         2000          2001       2000
                                                                   ----------   ----------  -----------  -----------
                                                                                             
Income (loss) before cumulative effect of an accounting change. .  $     (117)  $      676  $      (85)  $    2,422

Add: Interest, net of tax effect, on convertible
  debentures assumed converted. . . . . . . . . . . . . . . . . .          --            2          --            4
                                                                   -----------  ----------  -----------  -----------
Adjusted income (loss) before cumulative effect
  of an accounting change . . . . . . . . . . . . . . . . . . . .        (117)         678         (85)       2,426
Cumulative effect of an accounting change . . . . . . . . . . . .          --           --          --          (29)
                                                                   -----------  ----------  -----------  -----------

Adjusted net income (loss) in millions. . . . . . . . . . . . . .  $     (117)  $      678  $      (85)  $    2,397
                                                                   ===========  ==========  ===========  ===========


Diluted earnings(loss) per common and dilutive potential common share:
---------------------------------------------------------------------
Weighted average common shares outstanding (in thousands) . . . .   1,733,511    1,720,890   1,734,555    1,712,804
  Weighted average dilutive potential common shares:
    Stock option and compensation plans . . . . . . . . . . . . .          --       65,358          --       71,049
  Convertible debentures. . . . . . . . . . . . . . . . . . . . .          --        5,625          --        4,496
                                                                   -----------  ----------  -----------  -----------

Weighted average common and dilutive potential common shares. . .   1,733,511    1,791,873   1,734,555    1,788,349
                                                                   ===========  ==========  ===========  ===========


Diluted earnings (loss) per common share:
  Income (loss) before cumulative effect of an accounting change.  $    (0.07)  $     0.38  $    (0.05)  $     1.36
  Cumulative effect of an accounting change . . . . . . . . . . .          --           --          --        (0.02)
                                                                   -----------  ----------  -----------  -----------

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .  $    (0.07)  $     0.38  $    (0.05)  $     1.34
                                                                   ==========   ==========  ==========   ==========


Basic earnings (loss) per common share:
--------------------------------------
Weighted average common shares outstanding (in thousands) . . . .   1,733,511    1,720,890   1,734,555    1,712,804
                                                                   ==========   ==========  ==========   ==========


Basic earnings (loss) per common share:
  Income (loss) before cumulative effect of an accounting change.  $    (0.07)  $     0.39  $    (0.05)  $     1.41
  Cumulative effect of an accounting change . . . . . . . . . . .          --           --          --        (0.01)
                                                                   -----------  ----------  -----------  -----------

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .  $    (0.07)  $     0.39  $    (0.05)  $     1.40
                                                                   ===========  ==========  ===========  ===========







                                                                Exhibit  12
                                                               ------------







                     TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
                    COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                  (Dollars in millions)




                                                                          For Nine Months
                                                                          Ended Sept. 30
                                                                          --------------

                                     1996   1997   1998    1999    2000    2000    2001
                                     -----  -----  -----  ------  ------  ------  ------
                                                             
Earnings:
  Income (loss) from continuing operations
    before income taxes plus fixed
    charges and amortization of
    capitalized interest less
    interest capitalized. . . . . .  $ 190  $ 973  $ 815  $2,205  $4,702  $3,799  $ (74)
                                     =====  =====  =====  ======  ======  ======  ======

Fixed charges:
  Total interest on loans (expensed
    and capitalized . . . . . . . .    108    115     86      84      98      75     58
  Interest attributable to rental
    and lease expense . . . . . . .     44     44     41      30      32      23     26
                                     -----  -----  -----  ------  ------  ------  ------

Fixed charges . . . . . . . . . . .  $ 152  $ 159  $ 127  $  114  $  130  $   98  $  84
                                     =====  =====  =====  ======  ======  ======  ======

Ratio of earnings to fixed charges.    1.2    6.1    6.4    19.3    36.2    38.8     *




*  Not  meaningful.  The  coverage deficiency was $158 million for the nine months ended
September  30,  2001.