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                                                                     Exhibit 3.1

                           CERTIFICATE OF DESIGNATION

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                             BURR-BROWN CORPORATION

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                       ----------------------------------

                  Burr-Brown Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Corporation"), hereby certifies that the following resolution was adopted
by the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law of the State of Delaware at a meeting duly called and
held on July 23, 1999;

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of the Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, as amended, the Board of Directors hereby creates a series of
Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the
Corporation and hereby states the designation and number of shares, and fixes
the relative rights, preferences, and limitations thereof as follows:

                  Series A Junior Participating Preferred Stock:

1.       Designation and Amount. The shares of such series shall be designated
         as "Series A Junior Participating Preferred Stock" (the "Series A
         Preferred Stock") and the number of shares constituting the Series A
         Preferred Stock shall be one hundred thousand (100,000). Such number of
         shares may be increased or decreased by resolution of the Board of
         Directors; provided, that no decrease shall reduce the number of shares
         of Series A Preferred Stock to a number less than the number of shares
         then outstanding plus the number of shares reserved for issuance upon
         the exercise of outstanding options, rights or warrants or upon the
         conversion of any outstanding securities issued by the Corporation
         convertible into Series A Preferred Stock.
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2.       Dividends and Distributions.
         a.       Subject to the rights of the holders of any shares of any
                  series of Preferred Stock (or any similar stock) ranking prior
                  and superior to the Series A Preferred Stock with respect to
                  dividends, each holder of a share of Series A Preferred Stock,
                  in preference to the holders of shares of Common Stock, par
                  value $0.01 per share (the "Common Stock"), of the
                  Corporation, and of any other junior stock, shall be entitled
                  to receive, when declared by the Board of Directors out of
                  funds legally available for the purpose, quarterly dividends
                  payable in cash on the last business day of March, June,
                  September and December in each year (each such date being
                  referred to herein as a "Quarterly Dividend Payment Date"),
                  commencing on the first Quarterly Dividend Payment Date after
                  the first issuance of a share or fraction of a share Series A
                  Preferred Stock, in an amount per share (rounded to the
                  nearest cent) equal to, subject to the provision for
                  adjustment hereinafter set forth, One Thousand (1,000) times
                  the aggregate per share amount of all cash dividends, and One
                  Thousand (1,000) times the aggregate per share amount (payable
                  in kind) of all non-cash dividends or other distributions,
                  other than a dividend payable in shares of Common Stock or a
                  subdivision of the outstanding shares of Common Stock (by
                  reclassification or otherwise), declared on the Common Stock
                  since the immediately preceding Quarterly Dividend Payment
                  Date or, with respect to the first Quarterly Dividend Payment
                  Date, since the first issuance of a share or fraction of
                  Series A Preferred Stock. In the event the Corporation shall
                  at any time declare or pay any dividend on the Common Stock
                  payable in shares of Common Stock, or effect a subdivision or
                  combination or consolidation of the outstanding shares of
                  Common Stock (by reclassification or otherwise than by payment
                  of a dividend in shares of Common Stock) into a greater or
                  lesser number of shares of Common Stock, then in each such
                  case the amount to which holders of shares of Series A
                  Preferred Stock were entitled immediately prior to such event
                  under the preceding sentence shall be adjusted by multiplying
                  such amount by a fraction, the numerator of which is the
                  number of shares of Common Stock outstanding immediately after
                  such event and the denominator of which is the number of
                  shares of Common Stock that were outstanding immediately prior
                  to such event.

         b.       The Corporation shall declare a dividend or distribution on
                  the shares of Series A Preferred Stock as provided in
                  paragraph (a) of this Section immediately after it declares a
                  dividend or distribution on the Common Stock (other than a
                  dividend payable in shares of Common Stock); provided,
                  however, that, in the event no dividend or distribution shall
                  have been declared on the Common Stock during the period
                  between any Quarterly Distribution Date and the next
                  subsequent Quarterly Dividend Payment Date, a dividend of
                  $1.00 per share of Series A Preferred Stock shall nevertheless
                  be payable on such subsequent Quarterly Dividend Payment Date.

         c.       Dividends shall begin to accrue and be cumulative on each
                  outstanding share of Series A Participating Preferred Stock
                  from the Quarterly Dividend Payment Date next preceding the
                  date of issue of such share of Series A Participating
                  Preferred Stock, unless the date of issue of such share is
                  prior to the record date for the first

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                  Quarterly Dividend Payment Date, in which case dividends on
                  such share shall begin to accrue from the date of issue of
                  such share, or unless the date of issue is a Quarterly
                  Dividend Payment Date or is a date after the record date for
                  the determination of holders of shares of Series A Preferred
                  Stock entitled to receive a quarterly dividend and before such
                  Quarterly Dividend Payment Date, in either of which events
                  such dividends shall begin to accrue and be cumulative from
                  such Quarterly Dividend Payment Date. Accrued but unpaid
                  dividends shall not bear interest. Dividends paid on the
                  shares of Series A Preferred Stock in an amount less than the
                  total amount of such dividends at the time accrued and payable
                  on such shares shall be allocated pro rata on a share-by-share
                  basis among all such shares at the time outstanding. The Board
                  of Directors may fix a record date for the determination of
                  holders of shares of Series A Preferred Stock entitled to
                  receive payment of a dividend or distribution declared
                  thereon, which record date shall be not more than 60 days
                  prior to the date fixed for the payment thereof.

3.       Voting Rights. The holders of shares of Series A Preferred Stock shall
         have the following voting rights:

         a.       Subject to the provision for adjustment hereinafter set forth,
                  each share of Series A Preferred Stock shall entitle the
                  holder thereof to One Thousand (1,000) votes on all matters
                  submitted to a vote of the stockholders of the Corporation. In
                  the event the Corporation shall at any time declare or pay any
                  dividend on the Common Stock payable in shares of Common
                  Stock, or effect a subdivision or combination or consolidation
                  of the outstanding shares of Common Stock (by reclassification
                  or otherwise than by payment of a dividend in shares of Common
                  Stock) into a greater or lesser number of shares of Common
                  Stock, then in each such case the number of votes per share to
                  which holders of shares of Series A Preferred Stock were
                  entitled immediately prior to such event shall be adjusted by
                  multiplying such number by a fraction, the numerator of which
                  is the number of shares of Common Stock outstanding
                  immediately after such event and the denominator of which is
                  the number of shares of Common Stock that were outstanding
                  immediately prior to such event.

         b.       Except as otherwise provided herein, in any other Certificate
                  of Designations creating a series of Preferred Stock or any
                  similar stock, or by law, the holders of shares of Series A
                  Preferred Stock and the holders of shares of Common Stock and
                  any other capital stock of the Corporation having general
                  voting rights shall vote together as one class on all matters
                  submitted to a vote of stockholders of the Corporation.

         c.       Except as set forth herein, or as otherwise provided by law,
                  holders of Series A Preferred Stock shall have no special
                  voting rights and their consent shall not be required (except
                  to the extent they are entitled to vote with holders of Common
                  Stock as set forth herein) for taking any corporate action.

4.       Certain Restrictions.

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         a.       Whenever quarterly dividends or other dividends or
                  distributions payable on the Series A Preferred Stock as
                  provided in Section 2 are in arrears, thereafter and until all
                  accrued and unpaid dividends and distributions, whether or not
                  declared, on shares of Series A Preferred Stock outstanding
                  shall have been paid in full, the Corporation shall not:

                  i.       declare or pay dividends, or make any other
                           distributions, on any shares of stock ranking junior
                           (either as to dividends or upon liquidation,
                           dissolution or winding up) to the Series A Preferred
                           Stock;
                  ii.      declare or pay dividends, or make any other
                           distributions, on any shares of stock ranking on a
                           parity (either as to dividends or upon liquidation,
                           dissolution or winding up) with the Series A
                           Preferred Stock, except dividends paid ratably on the
                           shares of Series A Preferred Stock and all such
                           parity stock on which dividends are payable or in
                           arrears in proportion to the total amounts to which
                           the holders of all such shares are then entitled;
                  iii.     redeem or purchase or otherwise acquire for
                           consideration shares of any stock ranking junior
                           (either as to dividends or upon liquidation,
                           dissolution or winding up) to the Series A Preferred
                           Stock, provided that the Corporation may at any time
                           redeem, purchase or otherwise acquire shares of any
                           such junior stock in exchange for shares of any stock
                           of the Corporation ranking junior (either as to
                           dividends or upon dissolution, liquidation or winding
                           up) to the Series A Preferred Stock; or
                  iv.      redeem or purchase or otherwise acquire for
                           consideration any shares of Series A Preferred Stock,
                           or any shares of stock ranking on a parity with the
                           Series A Preferred Stock, except in accordance with a
                           purchase offer made in writing or by publication (as
                           determined by the Board of Directors) to all holders
                           of such shares upon such terms as the Board of
                           Directors, after consideration of the respective
                           annual dividend rates and other relative rights and
                           preferences of the respective series and classes,
                           shall determine in good faith will result in fair and
                           equitable treatment among the respective series or
                           classes.

         b.       The Corporation shall not permit any subsidiary of the
                  Corporation to purchase or otherwise acquire for consideration
                  any shares of stock of the Corporation unless the Corporation
                  could, under paragraph (a) of this Section 4, purchase or
                  otherwise acquire such shares at such time and in such manner.

5.       Reacquired Shares. Any shares of Series A Preferred Stock purchased or
         otherwise acquired by the Corporation in any manner whatsoever shall be
         retired and cancelled promptly after the acquisition thereof. All such
         shares shall upon their cancellation become authorized but unissued
         shares of Preferred Stock and may be reissued as part of a new series
         of Preferred Stock subject to the conditions and restrictions on
         issuance set forth herein, in the Certificate of Incorporation, or in
         any other Certificate of Designations creating a series of Preferred
         Stock or any similar stock or as otherwise required by law.

6.       Liquidation, Dissolution or Winding Up.



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         a.       Upon any liquidation, dissolution or winding up of the
                  Corporation, no distribution shall be made (i) to the holders
                  of shares of stock ranking junior (either as to dividends or
                  upon liquidation, dissolution or winding up) to the Series A
                  Preferred Stock unless, prior thereto, the holders of shares
                  of Series A Preferred Stock shall have received One Thousand
                  Dollars ($1,000) per share, plus an amount equal to accrued
                  and unpaid dividends and distributions thereon, whether or not
                  declared, to the date of such payment, provided that the
                  holders of shares of Series A Preferred Stock shall be
                  entitled to receive an aggregate amount per share, subject to
                  the provision for adjustment hereinafter set forth, equal to
                  1,000 times the aggregate amount to be distributed per share
                  to holders of shares of Common Stock (the "Series A
                  Liquidation Preference"), or (ii) to the holders of shares of
                  stock ranking on a parity (either as to dividends or upon
                  liquidation, dissolution or winding up) with the Series A
                  Preferred Stock, except distributions made ratably on the
                  Series A Preferred Stock and all such parity stock in
                  proportion to the total amounts to which the holders of all
                  such shares are entitled upon such liquidation, dissolution or
                  winding up. In the event the Corporation shall at any time
                  declare or pay any dividend on the Common Stock payable in
                  shares of Common Stock, or effect a subdivision or combination
                  or consolidation of the outstanding shares of Common Stock (by
                  reclassification or otherwise than by payment of a dividend in
                  shares of Common Stock) into a greater or lesser number of
                  shares of Common Stock, then in each such case the aggregate
                  amount to which holders of shares of Series A Preferred Stock
                  were entitled immediately prior to such event under the
                  proviso in clause (i) of the preceding sentence shall be
                  adjusted by multiplying such amount by a fraction the
                  numerator of which is the number of shares of Common Stock
                  outstanding immediately after such event and the denominator
                  of which is the number of shares of Common Stock that were
                  outstanding immediately prior to such event (the "Common
                  Adjustment").

         b.       In the event, however, that there are not sufficient assets
                  available to permit payment in full to the Series A
                  Liquidation Preference and the liquidation preferences of all
                  other series of Preferred Stock, if any, which rank on a
                  parity with the Series A Participating Preferred Stock, then
                  such remaining assets shall be distributed ratably to the
                  holders of such parity shares in proportion to their
                  respective liquidation preferences.

7.       Consolidation, Merger, etc. In case the Corporation shall enter into
         any consolidation, merger, combination or other transaction in which
         the shares of Common Stock are exchanged for or changed into other
         stock or securities, cash and/or any other property, then in any such
         case each share of Series A Preferred Stock shall at the same time be
         similarly exchanged or changed into an amount per share, subject to the
         provision for adjustment hereinafter set forth, equal to One Thousand
         (1,000) times the aggregate amount of stock, securities, cash and/or
         any other property (payable in kind), as the case may be, into which or
         for which each share of Common Stock is changed or exchanged. In the
         event the Corporation shall at any time declare or pay any dividend on
         the Common Stock payable in shares of Common Stock, or effect a
         subdivision or combination or consolidation of the outstanding shares
         of Common Stock (by


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         reclassification or otherwise than by payment of a dividend in shares
         of Common Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the amount set forth in the preceding
         sentence with respect to the exchange or change of shares of Series A
         Preferred Stock shall be adjusted by multiplying such amount by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

8.       No Redemption. The shares of Series A Preferred Stock shall not be
         subject to redemption by the Corporation.

9.       Rank. The Series A Preferred Stock shall rank, with respect to the
         payment of dividends and the distribution of assets upon liquidation,
         dissolution or winding up, junior to all series of the Corporation's
         Preferred Stock, unless the terms of any such series shall provide
         otherwise, and shall rank senior to the Common Stock as to such
         matters.

10.      Amendment. At any time that any shares of Series A Preferred Stock are
         outstanding, the Certificate of Incorporation of the Corporation shall
         not be amended in any manner which would materially alter or change the
         powers, preferences or special rights of the Series A Preferred Stock
         so as to affect them adversely without the affirmative vote of the
         holders of at least a majority of the outstanding shares of Series A
         Preferred Stock, voting separately as a single class.

11.      Fractional Shares. Series A Preferred Stock may be issued in fractions
         of a share that shall entitle the holder, in proportion to such
         holder's fractional shares, to exercise voting rights, receive
         dividends, participate in distributions and to have the benefit of all
         other rights of holders of Series A Preferred Stock.

                  IN WITNESS WHEREOF, this Certificate of Designation has been
executed on behalf of the Corporation by its President and Chief Executive
Officer and its corporate seal attested by its Secretary this 9th day of August,
1999.

                                         BURR-BROWN CORPORATION


                                         By:
                                             -----------------------------------
                                         Name:  Syrus P. Madavi
                                         Title: Chairman, President and Chief
                                                Executive Officer
Attest:


------------------------------------
Name:    Bradley S. Paulson
Title:   Secretary & General Counsel



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