Prospectus Supplement                          Filed Pursuant to Rule 424(b)(4)
To Prospectus Dated January 4, 2001               Registration No. 333-44572-01
                                                                      333-44572


                         TEXAS INSTRUMENTS INCORPORATED

                        2,257,113 SHARES OF COMMON STOCK

       ISSUABLE UPON CONVERSION OF TEXAS INSTRUMENTS TUCSON CORPORATION'S
                 4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007

                                   ----------

         This prospectus supplement amends and supplements, and should be read
in conjunction with, the prospectus, dated January 4, 2001 of Texas Instruments
Incorporated relating to the offering from time to time by certain selling
securityholders of up to 2,257,113 shares of Texas Instruments common stock, par
value $1.00 per share, issuable upon conversion of Texas Instruments Tucson
Corporation's 4 1/4% Convertible Subordinated Notes due 2007.

CHANGE IN SELLING SECURITYHOLDER INFORMATION

         The table below sets forth information as of the date hereof concerning
beneficial ownership of the notes and underlying common stock of the selling
securityholders listed below. All information concerning beneficial ownership
has been furnished by the selling securityholders.



                                                           PRINCIPAL
                                                           AMOUNT AT
                                                          MATURITY OF
                                                             NOTES                          SHARES OF
                                                          BENEFICIALLY     PERCENTAGE      COMMON STOCK     PERCENTAGE OF
                                                           OWNED THAT       OF NOTES         THAT MAY       COMMON STOCK
NAME OF SELLING SECURITYHOLDER                            MAY BE SOLD      OUTSTANDING      BE SOLD(1)      OUTSTANDING(2)
------------------------------                            ------------     -----------     ------------    ---------------
                                                                                               
Victory Capital Management as Agent for                         $90,000        *                2,025            *
the Key Trust Convertible Securities Fund

Victory Capital Management as Agent for                        $560,000        *               12,600            *
the EB Convertible Securities Fund

Victory Capital Management as Trustee for                      $590,000        *               13,275            *
the Charitable Convertible Securities Fund

Victory Capital Management as Agent for                        $120,000        *                2,700            *
the Parker Key/Convertible

Victory Capital Management as Agent for                        $340,000        *                7,650            *
Potlatch

Victory Capital Management as Investment                       $300,000        *                6,750            *
Advisor for the Victory Convertible Fund



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*        Less than 1%

(1)      Assumes conversion of all of the holder's notes at a conversion price
         of approximately $44.45 per share of Texas Instruments common stock.
         However, this conversion price will be subject to adjustment as
         described under "Description of Notes - Conversion of Notes" in the
         prospectus. As a result, the amount of Texas Instruments common stock
         issuable upon conversion of the notes may decrease in the future.

(2)      Calculated based on Rule 13d-3(d)(i) of the Securities and Exchange Act
         using 1,734,022,415 shares of Texas Instruments common stock issued and
         outstanding as of August 7, 2002. Assumes the number of shares of Texas
         Instruments common stock issuable upon conversion of all of that
         particular holder's notes are outstanding. However, this does not
         include the conversion of any other holder's notes.

         THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

           The date of this Prospectus Supplement is August 7, 2002.