22




                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549

                               FORM 10-K
(Mark One)

     [X]        Annual Report Pursuant to Section 13 or 15(d)  of
the Securities Exchange Act of 1934
               For the Fiscal Year Ended December 31, 1996
                               or
     [  ]       Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
                   For     the     Transition     Period     from
to

                  Commission File No. 0-11438

                     BURR-BROWN CORPORATION
     (Exact Name of Registrant as Specified in its Charter)

            Delaware                        86-044546      _
      (State of Incorporation)  (IRS Employer Identification No.)

                  6730 South Tucson Boulevard
                     Tucson, Arizona 85706
            (Address of Principal Executive Offices)

                     (520) 746-1111  _
                (Registrant's Telephone Number)

  Securities registered pursuant to Section 12(g) of the Act:
                 Common Stock, $0.01 Par Value
                        (Title of Class)

      Indicate by check mark whether the Registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
                     Yes [ X ]     No [   ]

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of Registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  [ X ]

      The aggregate market value of the voting stock held by non-
affiliates  of the Registrant based on the closing  price  as  of
March 5, 1997 was approximately $349,222,422.

      There  were  15,940,297 shares of Burr-Brown  Common  Stock
outstanding as of March 5, 1997.

              DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Stockholders for the fiscal
year  ended  December 31, 1996--Incorporated  by  reference  into
Parts I, II, and IV.

      Portions of the Registrant's Proxy Statement for the Annual
Meeting   of  Stockholders  to  be  held  on  April  25,   1997--
Incorporated by reference into Part III.


                             PART I

           Portions of this Annual Report on form 10-K
               may contain certain forward looking
           statements.  The achievement of the results
            to which such forward looking statements
            relate is subject to various risks, which
            are described under "Risk Factors" at the
                  end of Part I of this report.

ITEM 1.  BUSINESS

GENERAL
Burr-Brown  Corporation  (and its wholly-owned  subsidiaries  and
majority-owned   affiliated  companies,   "Burr-Brown"   or   the
"Company")  is primarily engaged in the design, manufacture,  and
marketing  of  a  broad  line  of  proprietary,  standard,  high-
performance,  analog  and  mixed signal semiconductor  components
used  in  the  processing of electronic signals.   The  Company's
products   are   used   primarily  in  medical   and   analytical
instrumentation,    process    control    systems,     laboratory
instrumentation,   manufacturing   automation,   automatic   test
equipment,  digital  audio  equipment,  communications,  imaging,
computer peripherals, and multimedia.  The Company also offers  a
product line of system components which include personal computer
data  acquisition and signal processing products, data collection
systems,  and data entry terminals.  The Company was incorporated
in  Arizona in 1956 and reincorporated in Delaware in 1983.   The
Company's  management  and  technical  team  has  many  years  of
experience in the design, manufacture and world-wide marketing of
high   performance   analog   and  mixed   signal   semiconductor
components,  and  in  solving customer problems  in  the  markets
served.

THE INDUSTRY
Integrated circuits may be divided into three categories: analog,
digital and mixed signal.  Digital circuits, which include memory
devices and microprocessors, use many repetitive circuit elements
that can each represent the two values ("1" and "0") required  by
the  binary  number  system  that serves  as  a  basis  for  most
computation.  Analog circuits, on the other hand, are capable  of
representing  an infinite number of values with an output  signal
based  on  a  continuously  varying input  signal.   These  input
signals  typically  represent  "real  world"  phenomena  such  as
temperature,  pressure, position, light, sound, and speed.  Mixed
signal  circuits are circuits that employ both analog and digital
signal  processing techniques.  Analog and mixed signal  circuits
are  used in most electronic systems, with major markets for such
circuits   including  computing,  telecommunications   and   data
communications,  test  and measurement, medical  instrumentation,
industrial  process  control, manufacturing  automation,  digital
audio,  and  automotive  electronics.   Typical  analog  circuits
include  signal  amplifiers, instrumentation amplifiers,  current
transmitters,  regulators,  analog  multipliers,  and   isolation
amplifiers.   Typical  mixed signal circuits  include  analog-to-
digital  and digital-to-analog converters.  Recently,  the  rapid
growth  of the high speed and wireless communications, multimedia
and  portable  computing, and digital audio markets have  created
important  new  growth opportunities for high performance  analog
and mixed signal products.  ICE Corporation estimated that analog
and  mixed signal circuits accounted for 15% of the $117  billion
market for semiconductors in 1996.

The  market  for,  and design and production of, analog  circuits
differs from that of digital circuits in several important  ways.
In  general, the market for analog circuits is more diverse  than
for  digital circuits, with each application requiring  different
operating  specifications for resolution,  processing  linearity,
speed,  power,  and amplitude capability.  As  a  result,  analog
circuit   markets  generally  have  relatively   smaller   volume
requirements  per  device.  The markets for analog  circuits  are
generally fragmented, and competition within those markets  tends
to   depend   less   upon  price  and  more   upon   performance,
functionality,   quality,  and  reliability.    Analog   circuits
designed  for  specified applications are often characterized  by
longer  life cycles and more stable pricing compared  to  typical
digital  circuits.  Computer-aided design and engineering  tools,
which  have  proliferated  and enhanced  the  design  effort  for
digital  integrated  circuits,  are  less  effective  for  analog
devices.   Accordingly, analog circuit design  has  traditionally
been  highly dependent on the skills and experience of individual
design  engineers.   Also, in contrast to digital  circuits,  the
performance  of  analog  circuits is more  dependent  on  circuit
design, circuit layout, and the matching of circuit elements than
on  advanced  capabilities in submicron manufacturing  processes.
Consequently, the production of high performance analog  circuits
typically  requires relatively less capital investment  than  the
production of highly integrated digital circuits.  Because analog
circuits are found in most electronic systems, the growth in  the
use  of digital systems across a broad range of applications  has
in  turn  fueled  a  growth in the demand for  analog  integrated
circuits.

PRODUCTS
The Company operates predominantly in one segment, the electronic
component industry.  The Company has various classes of  products
within that one segment.

The  following table shows the approximate product line  revenues
as a percentage of total Company revenues:
<TABLE>
<CAPTION>
     PRODUCT LINE                        1996               1995
1994
<S>                                <C>            <C>       <C>
Analog Integrated Circuits         47.3%               42.4 %
43.3 %
     Data Conversion Integrated Circuits 45.4%              42.4
%    37.8 %
     Power Conversion Products              0%              9.5 %
10.3 %
     Other                            7.3%               5.7 %
8.6%
</TABLE>
Demand for analog circuits primarily has been driven by the  need
for increased productivity manifested as the need for lower cost,
faster,  lower  power, smaller size, greater  functionality,  and
higher precision products.  Semiconductor technology has provided
many  effective  solutions to this demand.  The  availability  of
effective  solutions  has accelerated with  the  advent  of  more
advanced  digital  processing.  This has led to  greater  use  of
digital  computers or processors to provide massive computational
power  to  control  processes and equipment and  in  general,  to
greater automation and productivity in industry.  Since the early
seventies,  the  availability of low cost digital microprocessors
and  later  digital  signal processing, in cost-effective  single
chip  form,  has  enabled an acceleration  of  the  trend  toward
digitization  of  systems.  This has  led  to  increased  use  of
computers as imbedded processors to measure, control, monitor  or
process electronic signals nearer or adjacent to the sensor  that
is detecting physical conditions.  This, in turn, has created the
need for products that enable digital computers, microprocessors,
and  microcontrollers, and digital signal processors  (DSP's)  to
interact with electronic signals derived from physical or  analog
phenomena.   Burr-Brown designs and manufactures  the  integrated
circuits  which perform the analog signal conditioning  and  data
conversion functions critical to this interaction.

Process  control sensors generate continuously varying electronic
signals,  called  analog or linear signals, which  represent  the
physical  phenomenon  being  measured  or  controlled.   In  many
circumstances  these  analog  signals  are  relatively  weak  and
contaminated  with  a  large amount  of  electrical  noise.   The
Company's  signal processing components are used  to  strengthen,
filter,  transmit,  and  otherwise  condition  the  signal.   The
resulting signal, still in analog form, must be converted into  a
digital  signal  before it can be processed by a  computer.   The
Company's  analog-to-digital  circuits  effect  this  conversion.
After  the  digital signal is processed by the  computer,  it  is
often  necessary  to convert the digital signal  back  to  analog
form,   and   the   Company's  digital-to-analog  circuits   also
accomplish this reverse conversion.  The resulting analog  signal
controls the process.

The   market  requirements  for  analog  signal  processing   and
conversion   products  range  from  high  performance  industrial
applications to high volume consumer applications.  The Company's
product  strategy  has been to concentrate  on  proprietary  high
precision,   high   performance  analog,  data  conversion,   and
integrated  analog/digital (mixed signal) circuits.  The  Company
identifies  significant markets in which  new  or  enhanced  high
performance products of this type are required.  The Company then
attempts  to  develop and supply as complete  a  function  as  is
permitted by technological and cost constraints.

The  Company's signal processing and data conversion products are
generally designed into a customer's product and usually remain a
part   of  that  product  throughout  its  life.   The  Company's
experience  has been that there is generally a two  to  four-year
period before the sales level of its products fully matures,  and
the sales life of the products may extend to eight years or more.
Once  the Company's component has been designed into a customer's
product,    the   relatively   low   volume,   high   performance
characteristics  of the component significantly  deter  potential
competitors.  As a result, the Company is often a customer's sole
source for that particular component.

ANALOG INTEGRATED CIRCUITS
Analog  linear signal processing integrated circuits are used  to
process   and  transmit  analog  data  signals  prior  to   their
conversion  to  digital signals.  The Company's  analog  circuits
include operational amplifiers, power amplifiers, instrumentation
amplifiers,  programmable gain amplifiers, isolation  amplifiers,
current   transmitters,  and  other  analog   signal   processing
components.    These   components  are  widely   used   in   such
applications   as  data  acquisition  systems,   automatic   test
equipment,   analytical  instruments,  medical  instruments   and
systems,   military  equipment,  industrial  controls,   computer
peripherals, and communications equipment.

Operational Amplifiers. Operational amplifiers are used to detect
and  amplify weak (low level) analog signals and are an  integral
part  of  most measurement and control systems.  The  operational
amplifier is the fundamental
building  block  in  analog  systems  design.   In  addition   to
amplification,  it  can perform mathematical  functions  such  as
integration  and differentiation.  The Company's high performance
operational  amplifiers  are  generally  capable  of   amplifying
typical  analog  signals in the micro-volt range  up  to  100,000
times  and provide ultra-low drift, low bias current, low  noise,
high  bandwidth, and fast settling time.  Certain models  provide
high  voltage  and  high  current, or high  speed  operation  for
special  applications.   These high  performance  amplifiers  are
required  to  treat  signals generated in numerous  applications,
including  communication systems, audio and  video  system,  ATE,
robotics,  imaging systems and magnetic resonance, and  computer-
aided tomography (CAT) body scanning systems.

Other  Amplifiers.  The Company manufactures a  number  of  other
amplifiers,  including  instrumentation amplifiers,  programmable
gain amplifiers and isolation amplifiers.  These products perform
a variety of functions related to the amplification and isolation
of analog signals.  Among other uses, these components permit the
measurement  of weak signals in the presence of unwanted  "noise"
and  protect sensitive instruments from the effects of  transient
high-magnitude, potentially damaging voltages caused  by  sources
such  as  lightning  or the switching of high voltage  equipment.
These  amplifiers  are used in many diverse applications  ranging
from  temperature  measurement in  industrial  processes  to  the
protection  of  sensitive  medical  instruments  and  to  isolate
electrical power line disturbances and faults.

Other  Signal Processing and Transmitter Components. The  Company
manufactures   a  variety  of  other  analog  signal   processing
components,  including  mathematical function  circuits,  current
transmitters, and voltage-to-frequency converters.   Mathematical
function  circuits  are  used  when  information  sought  can  be
effectively derived only through its mathematical relationship to
analog   signals.   Current  transmitters  send   analog   signal
information  from  a  process sensor to  measurement  or  control
equipment in the form of a current on the same wires that produce
the  power  to  the transmitter and sensor.  Voltage-to-frequency
converters  convert  process signal  amplitude  to  a  frequency,
making the signal immune to electrical noise and permitting  more
efficient storage and processing of the signed information.

Isolation  Products.  The Company's Isolation Product   Division,
which   is   operated   by  Burr-Brown's  wholly-owned   Scottish
subsidiary,  focuses  on the design, development,  manufacturing,
and marketing of isolation amplifiers, isolated bus transceivers,
and   DC-to-DC  converters.   These  products  provide   galvanic
isolation of input and output signals and thereby achieve reduced
circuit  noise  interference  and  prevent  harm  to  people   or
equipment due to high voltage transients or current leakage.  The
product   line  utilizes  optical,  transformer  and   capacitive
techniques to produce linear transfer functions between input and
output.  In certain products, isolated digital couplers are  used
in  lieu  of  opto-couplers  in the galvanic  isolation  of  data
signals.   The isolation products are used in industrial  process
control,  communication,  and  in medical  instrumentation  among
others.

DATA CONVERSION PRODUCTS
The  Company's Data Conversion Products Division focuses  on  the
design,   manufacturing,  and  marketing  of  integrated  circuit
devices  used  to  convert analog signals to digital  form  ("A/D
converters") or to convert digital signals to analog  form  ("D/A
converters").   This  conversion is necessary  in  virtually  all
applications in which digital computers or processors measure and
control the analog signals from a physical, "real world" process.

General  Purpose  Conversion  Products.  The  majority   of   the
Company's  mixed  signal  components  revenue  is  derived   from
moderate  speed,  high resolution, and high accuracy  converters.
These   general   purpose  converters  are  used   primarily   in
manufacturing  process control instrumentation,  electronic  test
instrumentation,  automatic  test  systems,  and   communications
systems.  For example, in a robot controller, the position of the
robot  arm  must  be precisely measured and manipulated.   Analog
signals from the robot's position sensors are converted by an A/D
converter  for computer processing and, in turn, a D/A  converter
converts  the digital control signal from the computer to  analog
form  to  drive  the actuators and servo motors to  position  the
robot arm accurately.

High Speed Conversion Products.  In the early 1980's, the Company
began  developing  high  speed,  high  resolution  A/D  and   D/A
converters  at speeds substantially greater than general  purpose
products.   These  products  utilize  a  unique  combination   of
technologies  and  design  expertise to achieve  state-of-the-art
performance.   High speed converters are used  in  a  variety  of
applications  such  as  image processing, digital  oscilloscopes,
ultrasound,  radar,  and  sonar, as well  as  the  front  end  of
advanced   systems   using   digital  signal   processing   (DSP)
technology.  The  Company  believes  that  due  to   the   unique
combination  of  technologies  involved,  the  high  speed,  high
resolution data converter products have limited competition.

Digital Audio and Video Products Division (Burr-Brown Japan). The
Company's  Digital  Audio and Video Products Division,  which  is
operated  by  the  Company's  wholly-owned  Japanese  subsidiary,
focuses  on  the  design, manufacturing, and  marketing  of  high
precision,  single chip, digital-to-analog converters, analog-to-
digital  converters, codecs, and video devices  for  the  digital
audio and video market.  The Company believes that Burr-Brown was
the  first  company  to introduce such audio products  into  this
marketplace and is currently one of  the largest merchant  market
suppliers of  such  devices worldwide. This product, a pulse-code-
modulated ("PCM") conversion device, plays an essential  role  in
digital audio systems, such as compact disc ("CD") players,  that
use  laser  technology  to  achieve improved  audio  reproduction
performance. The Company's component converts the digital signals
for each stereo channel into analog form. Several generations  of
products of this type have been developed and introduced for  use
in  digital  audio  systems. Involvement in the  CD  market  also
helped  the  Company's early entry into the  digital  audio  tape
("DAT")  and multimedia markets.  The Company believes  that  the
technology developed for its digital audio D/A converter products
enables the Company to develop products for other markets.  Burr-
Brown's  PCM  converters  have now  been  designed  into  musical
instruments,  computer games, automobile sound  systems,  CD-ROMs
for  multimedia applications, set top box tuners for  cable,  and
satellite TV, and digital versatile disks (DVD).

SYSTEM PRODUCTS
Intelligent Instrumentation Inc. Intelligent Instrumentation Inc.
(III),  a  majority owned subsidiary, designs, manufactures,  and
markets a broad line of data acquisition products, including plug-
in boards, portable data acquisition systems, microterminals, and
supporting  software for IBM-compatible PCs, as  well  as  signal
conditioning  accessories for such systems.  These  products  are
applied  worldwide for a wide range of industrial and  scientific
applications  such as inventory control, package tracking,  image
pattern recognition, and electro-medical systems.  A key part  of
the  data  acquisition  product line  is  the  Visual  DesignerTM
software, a graphical development environment which enables users
to  design  applications by connecting functional blocks,  called
icons,  in  a  flow  diagram.  III also  offers  integrated  data
collection  systems that not only collect data,  but  format  and
deliver  that  data to a customer's information  system  in  real
time.   Representative customers include Mercedes Benz,  Siemens,
Nikon Koden, Novellus Systems and Xerox.

Power  Convertibles Corporation.  Power Convertibles  Corporation
(PCC),   formerly  a  majority-owned  affiliate  of   Burr-Brown,
manufactures  DC-to-DC converters and battery  chargers  used  in
cellular  telephone  applications.   In  March  1996,  Burr-Brown
Corporation sold its interest in PCC in order to focus  resources
on  the  primary  business of analog and mixed signal  integrated
circuits.

RESEARCH & DEVELOPMENT
One  of  the  important  factors that  distinguishes  the  analog
integrated  circuit business from the digital integrated  circuit
business  is  the  importance of the contribution  of  innovative
individual   design   engineers.   Digital   circuits   have   an
exceptional  amount  of repetition of circuit  elements  and  are
highly dependent upon the ability to produce chips with very high
circuit element density to minimize chip size and maximize speed.
This type of wafer processing of extremely small dimensions leads
to  the  need for state-of-the-art, comparatively costly  capital
investment in wafer fabrication facilities.

Analog  circuits,  on  the other hand,  require  the  ability  to
accurately match and place elements with respect to one  another.
In  addition, analog circuits may require the ability  to  handle
large  voltages  and  currents and therefore,  demand  relatively
large  circuit  element and spacing dimensions.   Although  these
requirements place stringent processing requirements on an analog
wafer   fabrication   facility,  the  necessary   equipment   and
facilities  are substantially less costly and longer  lived  than
that which is required for digital circuit processing.

Designers  of  analog  circuits must take  into  account  complex
interrelationships between the manufacturing process, the circuit
elements,  the packaging process and the customer's  application,
all of which may seriously affect the circuits' performance.  The
number of creative design engineers who have the training and the
experience  to  handle these complexities is very  limited.   The
Company's  ability to compete depends heavily  on  its  continued
introduction  of  innovatively designed and  cost  effective  new
products.   Therefore,  the Company must  continually  invest  in
design   engineering   talent,  engineering   tools,   production
processes and test equipment.

The  Company  emphasizes the development of proprietary  standard
and   application  specific  products.   The  Company's   product
strategy  is  to  identify markets in which  the  application  of
microelectronics  technology may be used to  provide  competitive
advantage for its customers through improved methods of precision
in  measuring, monitoring and controlling physical processes  and
conditions.   Examples  of these markets are:  robotics,  factory
automation,    process   control,   automatic    test,    medical
instrumentation,  computers, communications, and  digital  audio.
Within  these  markets, the Company selects specific applications
in  which  the Company's unique design and processing  technology
may make an important contribution to its customers.

The  Company  spent approximately $28.5 million  in  1996,  $25.7
million in 1995 and $21.9 million in 1994 for product and process
development.   This  represents an expenditure  of  approximately
12.9  percent, 9.6 percent and 11.3 percent of revenue  in  1996,
1995, and 1994, respectively.  (See "Management's Discussion  and
Analysis of Financial Condition and Results of Operations" in the
Company's   Annual  Report  to  Shareholders,   incorporated   by
reference to Item 7 of this report.)

PATENTS AND LICENSES
The  Company  owns  118  United States and international  patents
expiring  from  1997  to  2015,  and  has  applications  for   40
additional  patents  pending in the  United  States  as  well  as
patents  issued and pending in several other countries.  Although
the  Company  pursues  a policy of maintaining  a  strong  patent
portfolio,   the  Company  believes  that  its  success   depends
primarily  upon the experience and creative skills of its  people
rather  than upon the ownership of patents.  As is common in  the
semiconductor industry, from time to time, the Company  has  been
notified of claims regarding the possible infringement of patents
issued  to  others, and similarly, the Company  has  on  occasion
notified others of possible infringements of its patents.

MARKETING
Burr-Brown markets its products in all the major markets  in  the
industrialized world through its direct sales force,  independent
sales  representatives and distributors.   Approximately  40%  of
1996   worldwide  revenue  was  realized  through   third   party
distribution.

In  approximately 45 countries and the less significant  domestic
markets  where  the Company does not have a direct  sales  force,
independent  sales  representatives sell  all  of  the  Company's
products.   The  majority  of  the Company's  sales  people  hold
engineering  degrees  and the balance have  relevant  engineering
experience.

The Company markets its line of component and system products  to
over   25,000  customers.   The  largest  customer,  a   domestic
distributor, accounted for approximately 9 percent  of  sales  in
1996.    Burr-Brown  products  are  sold  to  original  equipment
manufacturers,  systems  assemblers  and,  to  a  lesser  extent,
manufacturing  concerns which build their own  test  and  process
control   systems.   The  Company's  components   are   generally
proprietary  and are frequently "designed in" to  its  customers'
products  at  the  product development stage.   Accordingly,  the
Company  is  often  a  customer's sole source  for  a  particular
component.  Over 45 percent of the revenue in 1996 for analog and
data  conversion integrated circuits was for products  introduced
within  the preceding five years.  Representative major customers
of  the  Company include ABB, Alcatel, Advantest, Beckman,  Elsag
Bailey,  Ericsson,  Fanuc,  Fujitsu, General  Electric,  Hewlett-
Packard, Hitachi, Honeywell, Hughes Network Systems Inc., Lucent,
Matura,  Mitsubishi, National Instruments, NEC,  Nokia,  Northern
Telecom,  Pairgain,  Philips, Rockwell, Samsung,  Siemens,  Sony,
Teradyne, Toshiba, and Yamaha.

Sales  outside  the United States accounted for approximately  66
percent  of total revenues in 1996, 64 percent of total  revenues
in  1995, and 62 percent of total revenue in 1994.  (See the note
labeled  "Foreign  Operations, Geographic and  Segment  Data"  in
"Notes  to  Consolidated Financial Statements" in  the  Company's
Annual Report to Shareholders, incorporated by reference to  Item
8  of  this  report.)   To  support its  international  marketing
organization,  the  Company has established  product  development
centers and manufacturing facilities in Scotland and Japan.   The
Company  also  has product development centers at  the  corporate
headquarters in Tucson, Arizona.

A  large  percentage  of international sales are  denominated  in
local  currencies,  and the Company's foreign  revenues  and  net
income   are   therefore  subject  to  currency   exchange   rate
fluctuations.   However,  the  Company  borrows  funds  in  local
currencies  and purchases forward contracts to hedge its  foreign
currency exposure.  Some of the Company's products are subject to
export  regulations and other international trading restrictions,
but  the  Company  has not experienced any material  difficulties
from these limitations.  No assurance can be given, however, that
such material difficulties will not be experienced in the future.

BACKLOG
Burr-Brown's  products  are, generally,  standard  items  with  a
relatively  short  delivery  cycle.   The  Company's  backlog  is
usually  three months or less of sales although some portion  may
be  scheduled for delivery four to twelve months into the future.
Therefore,  the order backlog at the end of any specific  quarter
is  not generally indicative of the level of sales to be expected
in  succeeding  quarters.  It is the policy  of  the  Company  to
include  in  backlog only those orders that have  firm  scheduled
delivery  dates.  The Company's backlog as of December 31,  1996,
1995,  and 1994, was approximately $41.0 million, $62.3  million,
and $45.5 million, respectively.

COMPETITION
Burr-Brown  estimates that it is among the top four manufacturers
of  high  performance  amplifiers and data conversion  integrated
circuits.  The Company's major competitor in the high performance
analog  integrated  circuits  market  is  Analog  Devices   Inc.,
believed  to  be  the largest supplier of these  devices.   Other
competitors  include  Linear  Technology  Corporation  and  Maxim
Integrated  Products Inc..  With respect to  a  small  number  of
products,  the  Company also competes with National Semiconductor
Corporation, Harris Corporation, Motorola Inc., Texas Instruments
Inc.,  Cirrus  Logic Inc., Signal Processing Technologies,  Sipex
Corporation, and Unitrode Corporation.

The  Company  is  not aware of any significant  competition  from
foreign  companies providing analog integrated circuits, personal
computer  instrumentation products and data  collection  products
for the industrial and military markets; however, there can be no
assurance  that foreign competitors will not enter these  markets
in  the future. The Company's PCM product line does compete  with
several  U.S.  and foreign manufacturers of digital  audio  (D/A)
converters  for use in digital compact disc stereo  systems,  and
multimedia  systems, including Analog Devices Inc., Cirrus  Logic
Inc.,  Asahi Kasei Micro, Sony Electronics Inc., Hitachi  America
Limited,  Matsushita Electric Corporation of America,  Mitsubishi
Corporation,  and Philips Semiconductors.  While  some  of  these
competitors  have greater financial and marketing resources  than
Burr-Brown, none of them compete with the Company in all  of  its
product areas.

The  Company believes that competition with respect to  component
products  is  based  primarily on design and process  innovation,
product   performance,   and  reliability,   technical   service,
availability  of a broad range of specialized products,  standard
product  availability, and secondarily, on  price.   The  Company
believes that reliable performance and service are more important
than  price  when the Company is the sole source  of  a  product.
Price  is more of a competitive factor when an equivalent product
is  available  from  other sources, as in the case  of  commodity
products.  Burr-Brown competes with this type of product only  in
limited areas.

MANUFACTURING
The  Company's manufacturing technology has evolved substantially
over  the  past two decades.  Initially, the Company manufactured
its  products  by  assembling purchased  resistors,  transistors,
diodes,  and  other  discrete  components  onto  printed  circuit
boards.   The Company has since migrated to integrated  circuits,
which    have   required   the   development   of   semiconductor
manufacturing  technologies  in  its  Tucson  wafer   fabrication
facility.   The   Company  can  utilize  its   in-house   process
technology,  purchase wafer processing foundry  services  or  buy
components  already  incorporating the  necessary  technology  in
order to meet customer needs.  It must combine relatively diverse
technologies  to  produce the integrated circuits  necessary   to
meet  the  stringent performance requirements of  its  customers.
For  example,  some of the Company's integrated circuit  products
combine   high   precision   linear  integrated   circuit   wafer
fabrication  processing with compatible laser-trimmed  thin  film
technology and dielectric isolation (DI) wafer processing.

The  Company  uses  several bipolar, CMOS, and  BiCMOS  processes
which  provide circuits for the analog, data acquisition and  PCM
markets.   Burr-Brown  processes have  the  added  capability  of
making  high  quality  capacitors and  trimmable  resistors  that
enable  the  Company to manufacture high precision products.   In
addition   to  the  processes  at  the  Company's  Tucson   wafer
fabrication  facility,  foundries  are  used  for  processes  not
available internally.  Processes currently used include a variety
of  CMOS  processes  ranging from 3 microns to  0.6  microns  for
products   such   as   analog-to-digital  and   digital-to-analog
converters,  a 2 micron BiCMOS process for PCM DAC's  and  ADC's,
and  a very high frequency bipolar process used for products such
as video amplifiers.

The  Company has integrated circuit assembly operations in Tucson
and Scotland.  In addition, much of the assembly demand is met by
using  contract  assembly  companies located  in  Japan,  Taiwan,
Malaysia,  Thailand, and the Philippines.  To achieve lower  cost
without  compromising high performance, the Company has  expanded
its  monolithic capability to include multi-chip module  assembly
in its Tucson manufacturing facility.

The  Company  has  developed and implemented  a  Quality  Program
focused  on  customer satisfaction.  The program includes  annual
Satisfaction   Reviews  with  customers  to  assess   improvement
priorities.   The  Quality Program also includes  Quality  System
Certification    (ISO9001),   a   comprehensive   Product/Process
Reliability   Monitoring  Program,  and  extensive  Qualification
Program  for  new  products  and processes.  The  Company  has  a
reputation  for  high  quality and highly  reliable  products  as
evidenced  by  the highest satisfaction rating  reported  by  our
customers for these factors.

To provide better service to its European and Japanese customers,
and  to  achieve  an improved competitive position,  the  Company
maintains  manufacturing  and product development  facilities  in
both  areas.   In Europe, a manufacturing and product development
site  is  located in Livingston, Scotland.  This facility designs
and  assembles  integrated circuits for sale in  Europe  and  for
export  to  other  markets.    In  Japan,  the  Company's  Atsugi
Technical Center, near Tokyo, performs product development, final
product  testing and quality and reliability testing for the  PCM
product line for sale in Japan and export to other markets.

The   principal  raw  materials  used  by  the  Company  in   the
manufacture  of  its monolithic integrated circuits  are  silicon
wafers, chemicals and gases used in processing wafers, gold  wire
and  ceramic, metal, and epoxy packages that enclose the chip and
provide the external connections for the circuit.  Silicon wafers
and  other  raw materials may be obtained from several suppliers.
From  time  to  time,  particularly during periods  of  increased
industry-wide  demand, silicon wafers and  other  materials  have
been in short supply.  As is typical in the industry, the Company
allows  for a significant period of lead time between  order  and
delivery  of  raw materials.  In addition, the Company  sometimes
enters  into long term supplier-customer relationships  with  key
suppliers  of  such  materials  to  mitigate  possible   shortage
problems.

Government  regulations impose various controls on the  discharge
of  certain  chemicals and gases into the environment  that  have
been used in semiconductor processing.  The Company believes that
its  manufacturing  processes conform  to  present  environmental
regulations but there can be no assurance that future changes  in
such  regulations will not result in increased  costs  or  impede
operating performance.  The Company eliminated the use  of ozone-
depleting  chemicals  in the manufacturing  process  December  1,
1995.

The  Company is continuing to implement the necessary actions for
the  site  remediation as required under the  provisions  of  the
Consent  Decree  Agreement  with  the  EPA.   The  cost  for  the
implementation required in 1996 was approximately $149,000.

HUMAN RESOURCES
At   December  31,  1996,  the  Company  employed  1,311   people
worldwide,  including 741 people in manufacturing  and  assembly,
203  people  in  research  and  development,  227  in  sales  and
marketing and 140 in management and administration. Many  of  the
Company's   employees  are  highly  skilled  and  the   Company's
continued  success  will  depend, in  part,  on  its  ability  to
attract,  and retain such employees, who are generally  in  great
demand.   At  times, like other semiconductor manufacturers,  the
Company  has  had difficulty hiring engineering  personnel.   The
Company  has never experienced a work stoppage, no employees  are
represented by labor organizations, and the Company considers its
employee relations to be very good.

RISK FACTORS
The Company's quarterly and annual operating results are affected
by  a  variety  of  factors that could materially  and  adversely
affect  net  revenue, gross profit, and profitability,  including
the  volume and timing of orders, changes in product mix,  market
acceptance   of  the  Company's  and  its  customers'   products,
competitive  pricing pressures, fluctuations in foreign  currency
exchange  rates,  the  timing of new product  introductions,  and
fluctuations  in  manufacturing  yields.   Historically,  average
selling prices in the semiconductor industry have decreased  over
the  life  of particular products.  If the Company is  unable  to
introduce new products with higher average selling prices  or  is
unable  to reduce manufacturing costs to offset decreases in  the
prices  of its existing products, the Company's operating results
will  be adversely affected.  In addition, the Company is limited
in its ability to reduce costs quickly in response to any revenue
shortfalls.

The  fabrication of integrated circuits is a highly  complex  and
precise  process.   Manufacturing yields can  be  impacted  by  a
variety  of  factors,  many of which are  outside  the  Company's
control.   A  large portion of the Company's manufacturing  costs
are  relatively fixed and consequently, the number  of  shippable
die  per  wafer for a given product is critical to the  Company's
results  of  operations.   To the extent  the  Company  does  not
achieve  acceptable  manufacturing yields or experiences  product
shipment delays, its financial condition, cash flows and  results
of  operations  would be materially and adversely  affected.   To
meet anticipated future demand and to utilize a broader range  of
fabrication  processes,  the  Company  intends  to  increase  its
manufacturing capacity at some future point.  However, given  the
complexity   and   expense  of  designing  and   constructing   a
significant  expansion  of  a  semiconductor  fabrication  plant,
during   the   construction  of  the  additions,  the   Company's
manufacturing yields could be materially and adversely impacted.

The  Company desires to continue to expand its operations outside
of  the  United  States  and  to enter  additional  international
markets, which will require significant management attention  and
financial resources and subject the Company further to the  risks
of  operating  internationally.  These risks  include  unexpected
changes   in  regulatory  requirements,  delays  resulting   from
difficulty  in obtaining export licenses for certain  technology,
tariffs  and other barriers and restrictions, and the burdens  of
complying  with a variety of foreign laws.  The Company  is  also
subject  to  general  geopolitical risks in connection  with  its
international   operations,  such  as  political   and   economic
instability  and  changes in diplomatic and trade  relationships.
In  addition,  because most of the Company's international  sales
are  denominated in foreign currencies, gains and losses  on  the
conversion  to U.S. dollars of accounts receivable, and  accounts
payable  arising from international operations may contribute  to
fluctuations in the Company's operating results.

The  Company's success depends in part on its ability  to  obtain
patents  and licenses and to preserve other intellectual property
rights  covering  its  manufacturing  processes,  products,   and
development   and  testing  tools.   The  Company  seeks   patent
protection  for those inventions and technologies  for  which  it
believes  such protection is suitable and is likely to provide  a
competitive  advantage for the Company.  The process  of  seeking
patent protection can be long and expensive and there can  be  no
assurance that its current patents or any new patents that may be
issued  will  be of sufficient scope or strength to  provide  any
meaningful protection or any commercial advantage to the Company.
The  Company  may  in  the  future  be  subject  to  or  initiate
interference  proceedings  in  the  United  States   Patent   and
Trademark  office,  which  can demand significant  financial  and
management resources.  One such claim is currently pending.  (See
"Item 3 Legal Proceedings".)

The  Company's  success depends upon its ability to  develop  new
analog and mixed signal products for existing and new markets, to
introduce  such  products in a timely manner  and  to  have  such
products  gain market acceptance. The development of new products
is  highly  complex,  and  from time  to  time  the  Company  has
experienced  delays in developing and introducing  new  products.
Successful  product  development and introduction  depends  on  a
number  of  factors,   including proper new  product  definition,
timely   completion  of  design  and  testing  of  new  products,
achievement  of  acceptable  manufacturing  yields,  and   market
acceptance   of  the  Company's  and  its  customers'   products.
Moreover,  successful product design and development is dependent
on  the  Company's  ability  to  attract,  retain,  and  motivate
qualified  analog design engineers, of which there is  a  limited
number.  There can be no assurance that the Company will be  able
to  meet these challenges or adjust to changing market conditions
as   quickly   and  cost-effectively  as  necessary  to   compete
successfully.   Due  to the complexity and  variety  of  products
manufactured by the Company, the limited number of analog circuit
designers and the limited effectiveness of computer-aided  design
systems  in  the  design  of analog circuits,  there  can  be  no
assurance  that the Company will be able to successfully  develop
and  introduce  new  products on a timely  basis.   Although  the
Company  seeks  to  design products that have  the  potential  to
become  broadly accepted for high volume applications, there  can
be  no assurance that any products introduced by the Company will
achieve  such market success.  The Company's failure  to  develop
and  introduce  new  products successfully could  materially  and
adversely affect its business and operating results.  The Company
has  targeted  new  markets  in which it  has  relatively  little
experience, including the market niches for wireless applications
for  the  communications industry, power management  applications
for  the computing industry, and CD-ROM and PC sound applications
for  the digital audio industry.  There can be no assurance  that
the  Company's products will adequately meet the requirements  of
such  new  markets, or that the Company's products  will  achieve
market acceptance.

The  semiconductor  industry  is  intensely  competitive  and  is
characterized  by  price  erosion,  rapid  technological  change,
product obsolescence, and heightened international competition in
many   markets.   Many   of   the  Company's   competitors   have
substantially    greater    financial,   technical,    marketing,
distribution  and  other resources, broader  product  lines,  and
longer  standing relationships with customers than  the  Company.
In  the  event  of a downturn in the market for analog  circuits,
companies  that  have broader product lines and  longer  standing
customer  relationships may be in a stronger competitive position
than the Company. Competitors with greater financial resources or
broader  product  lines  also may have more  resources  than  the
Company  to engage in sustained price reductions in the Company's
primary markets to gain market share.

ITEM 2.  PROPERTIES
The  Company's major manufacturing and engineering facilities and
administrative   offices  are  located  in   four   company-owned
buildings, aggregating 220,000 square feet, on its 18  acre  site
in Tucson, Arizona.  The Company also leases approximately 88,800
square feet in Tucson.  Approximately 28,000 square feet of  this
leased  space  is on short term contracts of two years  or  less.
The  major  single building lease is for 61,000 square  feet  and
will  expire  in March 1998.  The aggregate current gross  rental
for  all  Tucson properties is approximately $549,000  per  year.
All  leases  have  options for renewal.  The  Company  also  owns
approximately 113 acres of land in Tucson which is being held  in
reserve for future expansion.

In  Filderstadt,  Germany, the Company's  sales  office  occupies
30,000  square feet of space leased for a ten year  period;  this
lease  expires in 1999.  The Company has the option  to  sublease
and  renew  this  lease for three to five years.   The  Company's
Scottish  manufacturing subsidiary leases a  32,000  square  foot
building  on  6.65 acres in Livingston, Scotland for  a  15  year
period;  this  lease  expires in 1998.   The  Company  also  owns
approximately  20  acres  of land in Livingston,  Scotland.   The
Company's Atsugi Technical Center in Atsugi, Japan, is  a  44,500
square  foot  building which houses sales, product  testing,  and
research  and development activities; the Company has  a  fifteen
year  lease  on this facility which expires in 2001.   Also,  the
Company  has  other various sales offices that lease space  under
agreements with varying maturities.

ITEM 3.  LEGAL PROCEEDINGS
These two legal proceedings are the only litigation matters other
than ordinary pending litigation:

a.   On  August  7,  1996,  the Company was  dismissed  from  the
following  case  due to insufficient evidence that  ground  water
beneath Burr-Brown's site commingled with the contaminated ground
water:

Cordova v. Hughes Aircraft Company, 294158, Superior Court, State
of   Arizona,  Pima  County  filed  on  January  13,  1992.   The
plaintiffs charged that they and their respective properties were
damaged    from    the   release   of   contaminants    including
Trichloroethylene (TCE) into the ground waters  and  they  sought
damages.

b.  Unitrode Corporation v. Burr-Brown Corporation, 94-11393-RGS,
U.S. District Court, District of Massachusetts, filed on July 11,
1994.    Unitrode   alleges   that   Burr-Brown   willfully   and
deliberately  infringed  upon two of its  Small  Computer  System
Interface  (SCSI)  terminator  patents,  numbers  5,272,396   and
5,338,979.  Unitrode seeks injunctive relief enjoining Burr-Brown
from  further infringement of the patents, compensatory  damages,
treble  damages, costs, and attorney's fees.  The litigation  was
stayed  in  1996  when the U.S. Patent Office  issued  an  office
action rejecting the validity of the Unitrode patents.  The  U.S.
Patent  Office subsequently issued another office action in  late
1996 accepting the validity of certain claims within the Unitrode
patents and the stay was thereafter lifted, with a trial date set
for April 7, 1997.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No  matters  were  submitted for vote to the  Company's  security
holders during the quarter ended December 31, 1996.

EXECUTIVE OFFICERS OF THE REGISTRANT
At  December  31,  1996, there were 3 individuals  designated  as
executive officers by the Board of Directors.  The following sets
forth  certain  information with regard  to  the  only  executive
officer of Burr-Brown who is not a Director:

J. Scott Blouin - Chief Financial Officer
Mr.  Blouin is responsible for all aspects of worldwide financial
management  for the Company, including Accounting, Treasury,  and
Tax.   He  joined Burr-Brown in 1995 as Corporate Controller  and
was  promoted to CFO in 1996.  Prior to that, he was employed for
17 years at Analog Devices where he held a series of increasingly
more  senior positions in financial management.  Mr. Blouin holds
a  BS  from the University of New Hampshire and an MBA from  Wake
Forest University.


                               PART II

ITEM  5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND  RELATED
STOCKHOLDER MATTERS
The  information required by this item appears in the 1996 Annual
Report  to Stockholders on page 26, which is included as  Exhibit
13 to this report, and is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA
The  information required by this item appears in the 1996 Annual
Report  to Stockholders on page 30, which is included as  Exhibit
13 to this report, and is incorporated herein by reference.

ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
The   information  appearing  under  the  caption   "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations" on pages 26, 27, 28, and 29 of the 1996 Annual Report
to  Stockholders which is included as Exhibit 13 to  this  report
and is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The  financial statements and supplementary data required by this
item appear in the 1996 Annual Report to Stockholders on pages 13
through 25, which is included as Exhibit 13 to this report and is
incorporated herein by reference.

ITEM  9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The   information  regarding  Directors  and  certain   Executive
Officers  who  are  also Directors appearing  under  the  caption
"Election  of  Directors" on pages 4 and 5  in  the  Registrant's
Proxy  Statement  for the 1997 Annual Meeting of Stockholders  is
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION
The   information,   with  respect  to  Executive   Compensation,
appearing  under  the caption "Executive Compensation  and  Other
Information"  on  pages  6 through 9 of  the  Registrant's  Proxy
Statement  for  the  1997  Annual  Meeting  of  Stockholders   is
incorporated herein by reference.

ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT
The  information  appearing  under  the  caption  "Principal  and
Management Stockholders" on pages 2 through 4 of the Registrant's
Proxy  Statement  for the 1997 Annual Meeting of Stockholders  is
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None

                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
ON FORM 8-K

a(1) Financial Statements:

     The following consolidated financial statements are
incorporated by reference under Part II, Item 8, from  the
Registrant's 1996 Annual Report to Stockholders:
                                             PAGES OF 1996 ANNUAL
                                           REPORT TO STOCKHOLDERS
                                        INCORPORATED BY REFERENCE

Report of Ernst & Young LLP, Independent Auditors           25

Consolidated Statements of Income for the years ended
13
       December 31, 1996, 1995 and 1994

Consolidated Statements of Changes in Stockholders' Equity
14
       for the years ended December 31, 1996, 1995 and 1994

Consolidated Balance Sheets at December 31, 1996,           15
       1995 and 1994

Consolidated Statements of Cash Flows for the years ended
16
       December 31, 1996, 1995 and 1994

     Notes to Consolidated Financial Statements              17-
24



a(2) Financial Statement Schedules for the years ended Form 10-K
       December 31, 1996, 1995 and 1994:
Page

Schedule II - Valuation and Qualifying Accounts
18


All other schedules are omitted because they are not applicable
or the required information is shown in the consolidated
financial statements.

a(3)  Exhibits

      3.1     Restated  Certificate  of  Incorporation   of   the
      Registrant. Incorporated by reference to Exhibit 3.1 of the
      Registrant's 10-K filing for the period ended December  31,
      1987.   Amendment to Restated Certificate of  Incorporation
      dated May 15, 1996, filed herein.

      3.2    Restated By-laws of the Registrant dated October 21,
      1994,  incorporated  by reference to  Exhibit  3.2  of  the
      Registrants 10-K filing for the period ended December 1994.

      4.1    Article Four of the Certificate of Incorporation  of
      the Registrant. (Included in Exhibit 3.1).

      4.2    Rights  Agreement dated July 21,  1989  between  the
      Registrant   and   Valley   National   Bank   of   Arizona,
      incorporated   by   reference  to  Exhibit   4.2   of   the
      Registrant's 10-K filing for the period ended December  31,
      1989.

      9.1    Voting  Trust Agreement dated October 3, 1988  among
      Thomas   R.  Brown,  Jr.,  individually,  Sarah  M.   Brown
      Smallhouse,  Mary  B. Brown and Thomas R.  Brown,  Jr.,  as
      Trustee  under the Last Will and Testament of  Helen  Mason
      Brown.   Incorporated by reference to Exhibit  9.1  of  the
      Registrant's 10-K filing for the period ended December  31,
      1988.   Amendment dated December 17, 1992, whereby John  S.
      Anderegg,    Jr.    was   appointed   Successor    Trustee.
      Incorporated   by   reference  to  Exhibit   9.1   of   the
      Registrant's 10-K filing for the period ended December  31,
      1993.

      9.2    Voting Trust Agreement dated October 3, 1988 between
      Mary  Buchanan  Brown  and Sarah  M.  Brown  Smallhouse  as
      Shareholders  and Sarah M. Brown Smallhouse, Mary  Buchanan
      Brown and David W. Richter as Co-trustees.  Incorporated by
      reference  to Exhibit 9.2 of the Registrant's  10-K  filing
      for  the  period ended December 31, 1988.  Amendment  dated
      December  17,  1992,  whereby John  S.  Anderegg,  Jr.  was
      appointed Co-trustee.  Incorporated by reference to Exhibit
      9.2  of  the Registrant's 10-K filing for the period  ended
      December 31, 1993.

      9.3    Brown Management Limited Partnership Agreement dated
      November 11, 1988 among Thomas R. Brown, Jr., Mary B. Brown
      and  Sarah  B.  Smallhouse.  Incorporated by reference   to
      Exhibit 9.3 of the Registrant's 10-K filing for the  period
      ended December 31, 1988.

      10.1   Agreement  dated as of May 31, 1982, between  Analog
      Devices,  Inc.  and  Registrant (with certain  confidential
      information deleted).  Incorporated by reference to Exhibit
      10.1 of the Registrant's Statement # 2-82045 dated February
      24, 1983.

      10.2   Registrant's  Stock  Bonus  Plan.   Incorporated  by
      reference  to Exhibit 10.7 of the Registrant's 10-K  filing
      for   the  period  ended  December  31,  1987.   Amendments
      thereof, dated June 27, 1989.  Incorporated by reference to
      Exhibit 10.7 of the Registrant's 10-K filing for the period
      ended  December  31, 1989. Amendment to Registrant's  Stock
      Bonus  Plan,  naming Syrus P. Madavi as  Co-trustee,  dated
      August 18, 1996,  filed herein.

      10.3  Lease dated October 1, 1986 between Yugen Kaisha Kato
      Shoji and Registrant.  Incorporated by reference to Exhibit
      10.9  of the Registrant's 10-K filing for the period  ended
      December 31, 1986.

      10.4   Lease  dated  February 28, 1985  between  Livingston
      Development  Corporation  and the  Registrant  as  amended.
      Incorporated   by  reference  to  Exhibit  10.13   of   the
      Registrant's 10-K filing for the period ended December  31,
      1984.

      10.5   Lease dated June 1, 1988 between EMBE Leasing Agency
      Ltd.  and  Registrant.   Translation only  incorporated  by
      reference to Exhibit 10.19 of the Registrant's 10-K  filing
      for the period ended December 31, 1988.

      10.6Stock  Option  Agreement dated June  26,  1984  between
      Intelligent  Instrumentation, Inc. and the  Registrant,  as
      amended.   Incorporated by reference to  Exhibit  10.11  of
      the  Registrant's 10-K filing for the period ended December
      31, 1985.

      10.7   Stock  Purchase  Agreement dated  January  10,  1985
      between   Dataforth   Corporation   and   the   Registrant.
      Incorporated   by  reference  to  Exhibit  10.25   of   the
      Registrant's 10-K filing for the period ended December  31,
      1986.

      10.8Patent  License  Agreement  dated  January   15,   1987
      between   Linear  Technology  Corporation  and  Registrant.
      Incorporated   by  reference  to  Exhibit  10.26   of   the
      Registrant's 10-K filing for the period ended December  31,
      1986.

      10.9Burr-Brown  Employee Retirement Plan dated  January  1,
      1988.   Incorporated by reference to Exhibit 10.27  of  the
      Registrant's 10-K filing for the period ended December  31,
      1988.   Replaced  by  the  restated Burr-Brown  Corporation
      Employee  Retirement Plan which is dated as of the  January
      1,  1988  date  of  the  original  plan.   Incorporated  by
      reference to Exhibit 10.17 of the Registrant's 10-K  filing
      for  the  period  ended December 31,  1994.   Amendment  to
      Employee  Retirement  Plan  dated  July  18,  1996,   filed
      herein.

      10.10Consent  Decree filed with the United States  District
      Court  on  March  13,  1990 between the  United  States  of
      America  on  behalf  of  the Administrator  of  the  United
      States  Environmental  Protection Agency  (EPA)  and  Burr-
      Brown  Corporation.  Incorporated by reference  to  Exhibit
      10.32  of the Registrant's 10-K filing for the period ended
      December 31, 1991.

      10.11Master  Lease  Agreement  dated  July  31,  1992   and
      amended  September 23, 1992 between AT&T Commercial Finance
      Corporation  and  Burr-Brown Corporation.  Incorporated  by
      reference to Exhibit 10.37 of the Registrant's 10-K  filing
      for the period ended December 31, 1992.

      10.12Master Lease Agreement Schedules dated July  31,  1992
      and  September  23,  1992 between AT&T  Commercial  Finance
      Corporation  and  Burr-Brown Corporation.  Incorporated  by
      reference to Exhibit 10.38 of the Registrant's 10-K  filing
      for the period ended December 31, 1992.

      10.13Purchase Agreements dated July 31, 1992 and  September
      23,  1992  between AT&T Commercial Finance Corporation  and
      Burr-Brown  Corporation.   Incorporated  by  reference   to
      Exhibit  10.39  of  the Registrant's 10-K  filing  for  the
      period ended December 31, 1992.

      10.14Master Equipment Lease Agreement dated June  20,  1990
      between  General  Electric Capital Corporation,  fka  Ellco
      Leasing    Corporation    and    Burr-Brown    Corporation.
      Incorporated   by  reference  to  Exhibit  10.44   of   the
      Registrant's 10-K filing for the period ended December  31,
      1992.  Amendment dated December 21, 1994.  Incorporated  by
      reference to Exhibit 10.27 of the Registrant's 10-K  filing
      for the period ended December 31, 1994.

      10.15Trust  Agreement  for Future  Investment  Trust  dated
      October 12, 1993, between Burr-Brown Corporation and  First
      Interstate  Bank of Arizona.  Incorporated by reference  to
      Exhibit  10.37  of  the Registrant's 10-K  filing  for  the
      period ended December 31, 1993.

      10.16Burr-Brown Corporation's amended Stock Incentive  Plan
      dated  February 11, 1994 which replaces the Stock Incentive
      Plan  dated  February 11, 1993.  Incorporated by  reference
      to  Exhibit 10.29 of the Registrant's 10-K filing  for  the
      period  ended  December  31,  1994.   Amendments  to  Stock
      Incentive Plan dated February 16, 1996, filed herein.

      10.17Future  Investment Trust Plan  dated  July  23,  1993,
      replaces   the  Burr-Brown  Corporation  Future  Investment
      Trust  dated February 24, 1987.  Incorporated by  reference
      to  Exhibit 10.39 of the Registrant's 10-K filing  for  the
      period  ended  December 31, 1993.  Replaced by  the  Future
      Investment   Trust   Plan   dated   December   20,    1994.
      Incorporated   by  reference  to  Exhibit  10.30   of   the
      Registrant's 10-K filing for the period ended December  31,
      1994.   Amendments  to Future Investment Trust  dated  July
      18, 1996, filed herein.

      10.18Burr Brown's Cash Profit Sharing Plan dated April  21,
      1995  incorporated  by reference to Exhibit  10.18  of  the
      Registrant's 10-K filing for the period ended December  31,
      1995.

      10.19  Loan Agreement dated January 31, 1996, between Burr-
      Brown  Corporation and First Interstate  Bank  of  Arizona,
      N.A.,  incorporated by reference to Exhibit  10.19  of  the
      Registrant's 10-K filing for the period ended December  31,
      1995.    Amendments  to Loan Agreement dated  November  15,
      1996, file herein.

      11.Computation of per share earnings, filed herein.

      13.Portions  of the Annual Report to Shareholders  for  the
      year ended December 31, 1996 are expressly incorporated  by
      reference to the Annual Report Form 10-K, filed herein.

      21.Subsidiaries of the Registrant, filed herein.

      23.Consent  of  Ernst  &  Young LLP, Independent  Auditors,
      filed herein.

      24.Power of Attorney, filed herein.

      27.Financial Data Schedule, filed herein.

b. No  reports  of  Form 8-K have been filed  during  the  fourth
   quarter of 1996.

                         SIGNATURES
Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  and  Exchange Act of 1934, the  Registrant  has  duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

     BURR-BROWN CORPORATION
     Registrant

By:  SYRUS P. MADAVI                          Date:  March 28,
1997
     Syrus P. Madavi
     President and Chief Executive Officer

     J. SCOTT BLOUIN                          Date:  March 28,
1997           J. Scott Blouin
     Chief Financial Officer

POWER OF ATTORNEY
KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
appears  below  constitutes and appoints Syrus P.  Madavi  or  J.
Scott   Blouin,   his  attorney-in-fact,  with   the   power   of
substitution,  for  him in any and all capacities,  to  sign  any
amendments  to  this Report on Form 10-K, and to file  the  same,
with  the  exhibits  thereto and other  documents  in  connection
therewith,  with  the Securities and Exchange Commission,  hereby
ratifying and confirming all that said attorney-in-fact,  or  his
substitute or substitutes, may do or cause to be done  by  virtue
hereof.

Pursuant  to the Requirements of the Securities and Exchange  Act
of  1934  this  report  has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.


Name                          Title             Date

SYRUS P. MADAVI                               President and Chief
March 28, 1997
Syrus P. Madavi        Executive Officer

J.  SCOTT  BLOUIN                                Chief  Financial
Officer                March 28, 1997
J. Scott Blouin

THOMAS R. BROWN, Jr.        Chairman of the Board  March 28, 1997
Thomas R. Brown, Jr.

THOMAS J. TROUP             Vice Chairman of the BoardMarch 28, 1997
Thomas J. Troup

FRANCIS J. AGUILAR                            DirectorMarch 28, 1997
Francis J. Aguilar

JOHN S. ANDEREGG, Jr.                         DirectorMarch 28, 1997
John S. Anderegg, Jr.

MARCELO A. GUMUCIO                            DirectorMarch 28, 1997
Marcelo A. Gumucio

<TABLE>
<CAPTION>
                    BURR-BROWN CORPORATION AND SUBSIDIARIES
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          (Thousands of dollars)

               Years Ended December 31, 1996, 1995, And 1994


 COL. A                     COL. B            COL. C     COL. D
COL. F

                                     Additions           Deductions
                            Balance At        Charged    & Currency
Balance
                            Beginning         To Costs
Translation                 At End    Classification     Of Period
& Expenses                  Effect   Of Period

1996

Deducted from Asset Account:
<S>                         <C>      <C>      <C>        <C>
Product Loss Reserve        $ 6,872  $ 379    $ (900) (2)   $ 6,351
Allowance for Doubtful Accounts        1,346     45        (310)
(1)                         _ 1,081
                            $ 8,218  $ 424    $(1,210)   $ 7,432


1995

Deducted from Asset Account:
Product Loss Reserve        $ 7,127  $ 1,974  $(2,229) (2)  $ 6,872
Allowance for Doubtful Accounts          870      479         (3)
(1)                          _1,346
                            $ 7,997  $ 2,453  $(2,232)   $ 8,218


1994

Deducted from Asset Account:
Product Loss Reserve        $11,374    $ 1,883           $(6,130)
(2)                         $ 7,127
Allowance for Doubtful Accounts          807      183       (120)
(1)                             870
                            $12,181  $ 2,066  $(6,250)   $ 7,997



</TABLE>
[FN]
(1)Uncollectible accounts written off, net of recoveries.
(2)Primarily obsolete inventory.
Note:  Column E - Other is zero
                                                       EXHIBIT 11

               BURR-BROWN CORPORATION AND SUBSIDIARIES
                  COMPUTATION OF PER SHARE EARNINGS
            (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                           Years Ended December 31,
                                           1996     1995     1994
<S>                                                  <C>      <C>
<C>
PRIMARY:
Weighted  average number of shares outstanding(1)16,00214,88914,3
16

Net effect of dilutive stock options based
on the treasury stock method using the
average  market  price  of  Common  Stock           669       807
182

    Total                                   16,671   15,696   14,
498

    Net Income                            $ 29,684$ 29,212 $  6,4
65

   Per Share Amount                     $   1.78 $   1.86 $ 0.45

FULLY DILUTED:

Weighted average number of shares outstanding(1)16,00214,889  14,
316

Net effect of dilutive stock options based
on the treasury stock method using the
end of period market price of Common Stock,
if  higher  than  the average  market  price                  756
834                                           383

    Total                                   16,758   15,723   14,
699

    Net Income                            $ 29,684$ 29,212 $  6,4
65

    Per Share Amount                     $   1.77 $   1.86 $   0.
44


</TABLE>
[FN]
(1)  Includes all shares held by the Stock Incentive Plan.







                                                       EXHIBIT 21

               BURR-BROWN CORPORATION AND SUBSIDIARIES



                                                    JURISDICTION
       NAME    OF    CORPORATION                               OF
INCORPORATION

1. Burr-Brown International Holding Corporation  Delaware

2. Burr-Brown Europe Limited                     United Kingdom

3. Burr-Brown Japan Limited                      Japan

4. Burr-Brown International S.A.                 France

5.       Burr-Brown International S.R.L.          Italy

6. Burr-Brown International BV                   The Netherlands

7. Burr-Brown International GmbH                 Germany

8. Burr-Brown AG                                 Switzerland

9. Burr-Brown Foreign Sales Corporation          Barbados

10.Intelligent Instrumentation, Inc.             Arizona

11.Intelligent Instrumentation Japan, KK         Japan

12.Intelligent Instrumentation GmbH              Germany

13.Intelligent Instrumentation S.R.L.            Italy

14.Intelligent Instrumentation S.A.              France

15.Intelligent  Instrumentation, Inc. Foreign  Sales  Corporation
   Barbados