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                         STERLING SOFTWARE TO PURCHASE
                      TEXAS INSTRUMENTS SOFTWARE BUSINESS

     DALLAS, April 21, 1997 -- Sterling Software, Inc. (SSW-NYSE) and Texas
Instruments Incorporated (TXN-NYSE) today announced they have signed a
definitive agreement for Sterling Software to purchase Texas Instruments
Software business ("Texas Instruments Software").  The $165 million cash
transaction includes the purchase of all Texas Instruments Software assets,
including the stock of certain European subsidiaries, and the assumption of
various liabilities related to the business.  Sterling Software expects to merge
this business with Sterling Software's existing applications development
business upon completion of the purchase, which is expected to be in mid-June.

     Founded in the mid 1980s, Texas Instruments Software is a leading provider
of enterprise-level applications development software.  The division,
headquartered in Plano, Texas, is a global organization with over 1,300
employees and a distribution infrastructure that supports 30 countries
throughout North America, Europe, Asia, Latin America and Africa.

     Texas Instruments Software's products, including the Composer(TM)
component-based development software product and the Performer(TM) applications
development environment, are recognized leaders in enterprise applications
development. The combination of these products with Sterling Software's market-
leading KEY(TM) family of applications development tools for workflow modeling
and business process reengineering will provide powerful solutions to customers'
needs. The combined portfolio also offers customers a clear and easy migration
path to the most advanced applications development technologies.

     "The acquisition of Texas Instruments Software brings together two market
leaders with a common vision and complementary products and technologies," said
Sterling L. Williams, president and chief executive officer of Sterling
Software.  "Texas Instruments Software is a pioneer and leader in component-
based development, clearly the most advanced and fastest growing applications
development technology.  The combined businesses will offer the most cost-
effective and sophisticated solutions for mission-critical applications
development, from beginning to end."
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     "Texas Instruments Software has built a leading portfolio of products and
customers," said Tom Engibous, president and chief executive officer of Texas
Instruments.  "With TI accelerating its focus on digital signal processing
solutions, the time is right for Texas Instruments Software to become part of a
company that is equally focused on delivering competitive products and services
to the software industry."

     Bob McLendon, president of Texas Instruments Software, said, "With this
merger, Texas Instruments Software is joining a strong and successful software
company.  Our customers will benefit from a combined company with leading
technology, a focus on software and a strong commitment to customer success.
Together we have a powerful capability to serve our combined base of over 1,500
customers worldwide, and we will continue to provide the same commitment to
excellence in customer service and support which has made our customers
successful for nearly a decade."

     For its fiscal year ended September 30, 1996, Sterling Software reported
revenue of $439.2 million, including revenue of $109.8 million from its
applications management business.  For the calendar year 1996, Texas Instruments
Software reported revenue of about $250 million.

     Sterling Software is a leading worldwide provider of software products and
services for applications management and systems management, as well as highly
technical professional services for the federal government.  The company is also
an international distributor for certain Sterling Commerce, Inc. (SE-NYSE)
products.  Sterling Software, with its headquarters in Dallas, has a worldwide
installed base of more than 20,000 customer sites and has 2,600 employees in 70
offices worldwide.

     Texas Instruments Incorporated, headquartered in Dallas, Texas, is one of
the world's foremost high technology companies, with sales or manufacturing
operations in more than 30 countries.  TI products and services include
semiconductors, defense electronics, software productivity tools, consumer
electronics products, electrical controls, and metallurgical materials.
 
Composer and Performer are registered trademarks of Texas Instruments.  KEY is a
registered trademark of Sterling Software, Inc.
 
CONTACTS: Julie Kupp                          Kimberly Quirk
          Vice President, Investor Relations  Manager, Corporate Media Relations
          Sterling Software, Inc.             Texas Instruments, Inc.
          (214) 981-1000                      (972) 927-4990
          julie_kupp@sterling.com             kimq@msg.ti.com