Washington, D.C. 20549


                                    FORM 8-K


                     OF THE SECURITIES EXCHANGE ACT OF 1934


               (Exact name of Registrant as specified in charter)

          DELAWARE                     001-03761                 750289970
(State or other jurisdiction   (Commission file number)      (I.R.S. employer
     of  incorporation)                                      identification no.)

                               12500 TI BOULEVARD
                                 P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
                    (Address of principal executive offices)

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



The  Registrant ("TI") re-confirms its outlook for the fourth quarter of 2001 as
set  forth  in  the  Outlook section included in Item 2 of its Form 10-Q for the
quarter ended September 30, 2001, which was filed with the Commission on October
24, 2001.  This re-confirmation is being made for purposes of Regulation FD only
and  is  not  an  indication or assessment of materiality, nor is it intended to
constitute  a  representation  that  the  information  is not otherwise publicly
available.  The  full  text  of  that  Outlook  section  is  as  follows:


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.

"Safe  Harbor"  Statement  under the Private Securities Litigation Reform Act of
1995:  The  statements contained in this report on Form 8-K are "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  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;

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

 - 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 and other factors, see the text under
the  heading  "Cautionary  Statements Regarding Future Results of Operations" in
Item 1 of TI's most recent Form 10-K. The forward-looking statements included in
this Form 8-K are made only as of the date of this Form 8-K and TI undertakes no
obligation to update the forward-looking statements to reflect subsequent events
or  circumstances.


     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  hereunto  duly  authorized.

                                         TEXAS  INSTRUMENTS  INCORPORATED

Date:  November  12,  2001                By: /s/ WILLIAM A. AYLESWORTH
                                             William  A.  Aylesworth
                                             Senior  Vice  President,
                                             Treasurer  and
                                             Chief  Financial  Officer