Exhibit 10.9 - Amendment to Employee Retirement Plan

                     BURR-BROWN CORPORATION
                    EMPLOYEE RETIREMENT PLAN

                        PLAN AMENDMENT 1

          The  Burr-Brown Corporation Employee Retirement Plan,  as
restated in its entirety effective January 1, 1996 (the "Plan"), is
hereby  amended,  effective as of January 1,  1996,  as  set  forth
below.   All capitalized terms in this Plan Amendment shall, unless
specifically  defined herein, have the meanings  assigned  to  such
terms in the Plan.

          1.   Section 2(1) shall be amended to read as follows:

                "Continuous  Service"--The service of the  Employee
measured  in  years and completed calendar months, whether  or  not
consecutive,  based  on  the  period  of  elapsed  time  method  in
accordance with the applicable Treasury regulations.  For  purposes
of  determining  Continuous Service, periods of  employment  as  an
Employee  of  an Affiliate (while such Affiliate is  an  Affiliate)
shall  be  deemed to be employment with the Employer.  For purposes
of  determining vesting under Article V, Continuous  Service  shall
include  periods  of  employment with  an  Affiliate  at  locations
outside the Untied States.  The Continuous Service of each Employee
shall  begin  on the date that Employee first renders  an  Hour  of
Service  and  shall  continue through his most  recent  Termination
Date,  but  there  shall not be included any  Continuous  Break  in
Service  which falls within that period.  In addition, the Employee
may  lose  credit for one or more periods of Continuous Service  in
accordance with the break-in-service rules of ARTICLE III  of  this
Plan.

          2.    Article V shall be amended by the addition  of  the
following new Section 5.16A which shall read as follows:

          5.16A        Nonvoluntary   Early   Retirement   Program.
Effective  September 26, 1996, Participants who have been  informed
by  the  Company that their employment has been terminated  as  the
result  of the reduction in force that occurred September 24,  1996
through October 2, 1996, who have attained age 55 by September  26,
1996 and have ten (10) years of Credited Service shall be deemed to
have  terminated after their Early Retirement Date as  provided  in
Section  4.2.  Such Participants shall deemed to have  twenty  (20)
years of Credited Service and shall be eligible to receive a normal
retirement benefit without the reduction for early commencement  of
payments as provided in section 5.2.  Average Monthly Earnings,  as
defined  in Section 2.1(g) shall, for purposes of this Section,  be
the  amount  as  described in Section 2.1(g) or  the  Participant's
annual  base  salary  for  the  1996 calendar  year,  whichever  is
greater.

          3.    Except as modified by this Plan Amendment, all  the
terms and conditions of the Plan shall continue in effect.

          IN  WITNESS  WHEREOF, Burr-Brown Corporation  has  caused
this instrument to be executed on its behalf by its duly authorized
officer on this 18th day of July, 1996.

                              BURR-BROWN CORPORATION


                              By:    Syrus P. Madavi

                              Title:  President & CEO