Exhibit 10(a)(ii)
                                                      -----------------

                                 FIRST AMENDMENT
                                   TO RESTATED
                          TI DEFERRED COMPENSATION PLAN


          TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation with its
principal offices in Dallas, Texas (hereinafter referred to as "TI" or the
"Company"), hereby adopts the First Amendment to the restated TI Deferred
Compensation Plan.

          TI adopted the TI Supplemental Pension and Profit Sharing Benefit
Plan effective as of September 8, 1978, and the TI Supplemental Pension and
Profit Sharing Benefit Plan II as of January 1, 1993.  Both such plans were
amended from time to time.  These supplemental plans supplemented pension
benefits provided under the TI Employees Pension Plan and defined
contribution plan benefits provided under the TI Employees Universal Profit
Sharing Plan.  The provisions of such supplemental plans relevant to, and
supplementing pension benefits under, the TI Employees Pension Plan were
amended, restated and merged into the TI Employees Supplemental Pension Plan,
effective January 1, 1998.  The supplemental pension plan obligations accrued
under the two such supplemental plans are provided on and after January 1,
1998, under the TI Employees Supplemental Pension Plan.  The provisions of
the two supplemental plans relevant to, and supplementing benefits under, the
TI Employees Universal Profit Sharing Plan, and effective January 1, 1998,
the TI Employees Retirement and Profit Sharing Plan, were amended, restated
and merged into the TI Deferred Compensation Plan (the "Plan") effective
January 1, 1998.

          This First Amendment to the restated TI Deferred Compensation Plan
shall be effective as of the dates indicated below.  Except as hereby amended
by this First Amendment to the restated TI Deferred Compensation Plan, the
Plan, as amended and restated effective January 1, 1998, shall continue in
full force and effect.

     1.     Effective January 1, 1998, a new Section 1-20A is hereby added,
            to appear between Section 1.20 and Section 1.21 of the Plan.  The
            new Section 1.20A shall read as follows:

            "Sec. 1-20A.  SSI Plans.  "SSI Plans" means the Silicon
            Systems, Inc. Incentive Stock Plan, effective July 14, 1995
            and as amended thereafter, and/or the Silicon Systems, Inc.
            Phantom Stock Plan, effective April 1, 1993, and as amended
            thereafter."

     2.     The following provisions are hereby added to Section 3.2(i), at
            the end thereof:

            "Additionally, commencing with elections effective for the
            1999 Plan Year, if a Designated Employee holds an award of
            incentive stock or phantom stock granted under the SSI
            Plans, the Designated Employee may elect during the
            Election Period to defer into a Deferred Compensation
            Account no more than 90% of the proceeds otherwise payable
            under the terms of the SSI Plans upon  the redemption of
            phantom stock or incentive stock under the SSI Plans by the
            Designated Employee in the subsequent Plan Year.  A
            Participant's election to defer the receipt of redemption
            proceeds under the SSI Plans for the succeeding Plan Year
            is irrevocable and shall become effective as of the first
            month of the Plan Year next following such Election Period.

            Effective January 1, 1998, if a Designated Employee holds
            an award of phantom stock under the SSI Plans, and the
            phantom stock shares subject to the award will lapse due to
            the passage of time after March 31, 1998, and on or before
            December 31, 1998 (pursuant to the terms of paragraph 7 of
            the SSI Plans), the Designated Employee may elect to defer
            the proceeds of the exercise of such otherwise lapsing
            phantom stock shares by electing on or before March 31,
            1998, to defer into a Deferred Compensation Account no more
            than 90% of the proceeds otherwise payable under the terms
            of the SSI Plans upon the redemption of the phantom stock
            that is subject to lapse in 1998 under the SSI Plans by the
            Designated Employee.  A Participant's election to defer the
            receipt in 1998 of such proceeds under the SSI Plans must
            be made on or before March  1, 1998, and shall be
            irrevocable.  If no election is made to redeem the phantom
            stock subject to lapse, any deferral election to defer
            proceeds shall be ineffective and such phantom stock shall
            lapse in accordance with the provisions of the SSI Plans."

     3.     Except as amended by this First Amendment, the Company hereby
            ratifies the Plan as last amended and restated effective
            January 1, 1998.

            IN WITNESS WHEREOF, Texas Instruments Incorporated has caused
this instrument to be executed by its duly authorized officer.

Texas Instruments Incorporated



By: /s/ RICHARD J. AGNICH
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    Richard J. Agnich
    Senior Vice President, General Counsel and Secretary