Texas Instruments Inc – ‘RW’ on 10/17/96

As of:  Thursday, 10/17/96   ·   Accession #:  97476-96-39   ·   File #:  333-07127-01

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Registration Withdrawal Request
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: RW          Registration Withdrawal Request                        2±     7K 


October 17, 1996        

Securities and Exchange Commission                                              
Division of Corporate Finance                                                   
Mail Stop 3-10                                                                  
450 Fifth Street, N.W.                                                          
Washington, D.C.  20549                                                         

Attention:  Steven Duvall                                                       
Assistant Director                                      

Re:   Withdrawal of Texas Instruments Financial Trust                           
Form S-3 Registration Statement No. 333-07127                       

Dear Mr. Duvall:                                                                

Texas Instruments Financial Trust (the "Trust") hereby applies to               
withdraw the above referenced registration statement contemplating the          
issuance of preferred securities of the Trust, junior subordinated              
deferrable interest debentures of Texas Instruments Incorporated (the           
"Company"), and common stock of the Company issuable upon conversion of         
the debentures.                                                                 

Pursuant to an agreement with the Staff, the Company is amending its            
Form S-3 Registration Statement No. 333-07127 to convert the filing to          
cover shares of the Company's common stock to be issued under the               
Company's 1996 Long-Term Incentive Plan.                                        

The grounds upon which the Trust makes this application for withdrawal          
are as follows.  The Trust and the Company had contemplated issuing             
equity-linked securities in connection with possible acquisitions by the        
Company.  The Company did acquire Silicon Systems, Inc., in July.               
However, market conditions for an equity-linked security of Texas               
Instruments had deteriorated from the conditions envisioned at the time         
of filing of the registration statement and the Company issued debt             
under a previously existing shelf registration statement in order to            
finance the acquisition.                                                        

Securities and Exchange Commission                                              
October 17, 1996                                                                
Page 2                                                                          

Accordingly, the Trust no longer intends to issue the securities                
contemplated by the above referenced registration statement.                    

If you have any questions, please contact me at 972-995-1309 or John            
Gilhooly at 972-995-5871.                                                       

       Very truly yours,

             /s/ DEBORAH E. BARTLETT
             -----------------------
         Deborah E. Bartlett
   Legal Counsel

cc:  M. Kathleen Haller                                                         
Securities and Exchange Commission                                    

Dates Referenced Herein

This ‘RW’ Filing		Date		Other Filings
Filed on:		10/17/96		None on these Dates
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