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, 1997
                               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                        86-0445468      _
(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.
[  ]

      The  aggregate market value of the voting stock held  by  non-
affiliates of the Registrant based on the closing price as of  March
4, 1998 was approximately $641,411,348.

      There  were  36,546,429  shares  of  Burr-Brown  Common  Stock
outstanding as of March 4, 1998.

              DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of the Annual Report to Stockholders for the  fiscal
year  ended December 31, 1997--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 24, 1998--Incorporated
by reference into Part III.

                               PART I

This  Annual Report on Form 10-K contains forward-looking statements
which involve risks and uncertainties.  The Company's actual results
could  differ materially from those projected in the forward-looking
statements as a result of certain factors, including those set forth
under  "Risk Factors" below and elsewhere in this Annual  Report  on
Form  10-K,  the  materials incorporated by  reference  herein,  and
circumstances  described in other filings by the  Company  with  the
Securities and Exchange Commission.


ITEM 1.  BUSINESS

GENERAL
Burr-Brown  Corporation  (and  its  wholly-owned  subsidiaries   and
majority-owned affiliated companies, "Burr-Brown" or the  "Company")
is  a  world-wide  leader  in  the development,  manufacturing,  and
marketing of electronic components including precision linear,  data
converters,  and  mixed  signal  integrated  circuits  (ICs).  These
products  address  applications for both analog and  digital  signal
processing  relating  to  communications,  industrial  and   process
control,  test  and  measurement, medical  instrumentation,  digital
audio, multimedia, and personal computer systems.

The Company offers over 1,200 high performance products that perform
analog   signal  processing  functions  such  as  the  conditioning,
amplification, and filtering of signals, and mixed signal processing
functions    such   as   analog-to-digital   and   digital-to-analog
conversion. Within its targeted markets, Burr-Brown emphasizes  high
performance applications where its products are critical elements of
the  overall  systems architecture. 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, development, manufacture, and world-wide marketing of
high  performance analog and mixed signal semiconductor  components,
and  in providing unique and cost-effective solutions to the complex
signal processing requirements of its target markets.

THE INDUSTRY
Integrated  circuits  may be divided into three categories:  analog,
digital,  and mixed signal. Digital circuits such as memory  devices
and  microprocessors, use many repetitive circuit elements, each  of
which  can  represent the two values ("1" and "0") required  by  the
binary  number system that is the basis for most computation. Analog
circuits, on the other hand, are capable of representing an infinite
number  of  values  based on a continuously  varying  signal.  These
signals   typically  represent  "real  world"  phenomena   such   as
temperature,  pressure,  position, light, speed,  and  sound.  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 and major markets for such circuits
include   telecommunications  and  data  communications,  test   and
measurement,  medical instrumentation, industrial  process  control,
manufacturing  automation, digital audio  and  video,  and  personal
computers.  Typical analog circuits include operational  amplifiers,
instrumentation  amplifiers, programmable gain  amplifiers,  current
transmitters,   regulators,   analog  multipliers,   and   isolation
amplifiers.  Typical mixed signal circuits include analog-to-digital
converters  (ADCs)  and  digital-to-analog  converters  (DACs).  The
technology  trends  driving  the growth  of  digital  ICs,  such  as
increased   use  of  micro  processors,  portability,  lower   power
consumption  and higher speed requirements are also  driving  demand
for  high  performance analog and mixed signal  ICs.  Recently,  the
rapid  growth  of  the high speed wired and wireless  communication,
multimedia, portable computing, and digital audio and video  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  $127
billion market for integrated circuits in 1997.

The  market, design, and manufacture of analog circuits differ  from
those of digital circuits in several important ways. In general, the
markets  for  analog  circuits are more  diverse  than  for  digital
circuits,   with  each  application  requiring  different  operating
specifications relating to resolution, processing linearity,  speed,
power,  and signal amplitude. As a result, the customers for  analog
and  mixed signal circuit products generally have relatively smaller
volume requirements per application. 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 are often characterized by
longer  life  cycles  and more stable pricing  compared  to  typical
digital  circuits.  Given  the  diversity  of  applications,  analog
product lines tend to be broader and have larger customer bases than
digital  circuit.  This  is  one of the  reasons  for  the  historic
stability  of  analog and mixed signal IC business  as  compared  to
digital   IC  business.  Furthermore,  analog  product   lines   are
characterized  by a higher proportion of proprietary  designs  which
introduce  switching costs to customers after design-in, tending  to
minimize competition based on price alone. 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  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 the density  of
circuit  elements which requires advanced capabilities in  submicron
semiconductor  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 and mixed signal 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 and mixed signal 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:

     PRODUCT LINE              1997      1996     1995
     Analog Products          46.2%     47.3 %    42.4 %
     Mixed Signal Products    49.0%     45.4 %    42.4 %
     Other                     4.8%      7.3 %    15.2 %

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  the  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 the 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-Digital Converters (ADCs) 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-Analog  Converters  (DACs)  also  accomplish  this   reverse
conversion. The resulting analog signal controls the process.

The  market  requirements  for analog  signal  processing  and  data
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  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  standard
products  fully  matures, and the sales life  of  the  products  may
extend  from  five  to eight years or more once  they  have  reached
mature  production  volumes. 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 or primary source for that particular component.

ANALOG INTEGRATED CIRCUITS
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. Analog linear signal processing
integrated  circuits  are used to process and transmit  analog  data
signals  prior  to  their  conversion  to  digital  signals.   These
components  are  used  in communications equipment,  automatic  test
equipment, analytical instruments, medical instruments and  systems,
industrial controls, personal computing, and computer peripherals.

Operational  Amplifiers. Operational amplifiers are used  to  detect
and amplify weak (low level) analog signals and are included in many
systems. The operational amplifier is the fundamental building block
in analog and digital systems design.  In addition to amplification,
operational  amplifiers 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
scramblers  for  satellite communication systems,  audio  and  video
systems,  robotic vision systems, 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   including
temperature  measurement  in  industrial  processes,  protection  of
sensitive  medical  instruments, and isolation of  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 information.

Isolation Products.  The Company's isolation products focus  on  the
design,   development,  production,  and  marketing   of   isolation
amplifiers,  isolated  digital couplers,  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  are  integrated  circuit
devices used to convert analog signals to digital form or to convert
digital  signals  to analog form. 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.

Precision  Data 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  Data  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  wireless  communications   systems,   image
processing, digital oscilloscopes, ultrasound, radar, and sonar,  as
well  as  the  front  end of advanced systems using  digital  signal
processing (DSP) technology.

Digital  Audio  and  Video Products Division. The Company's  digital
audio  and  video  products focus on the design, manufacturing,  and
marketing   of   high   precision,  single  chip,  digital-to-analog
converters,  analog-to-digital converters, codecs, and video  signal
processing  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.
One 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  audio.  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
Versatile  Disk  (DVD)  and  multimedia  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,  DVD
players, PC add-in cards, camcorders and digital cameras.

SYSTEM PRODUCTS
Intelligent  Instrumentation Inc. Intelligent  Instrumentation  Inc.
(III),  a  majority-owned  subsidiary,  designs,  manufactures,  and
markets  a  broad  line of hardware and software  products  for  the
capture  and  sharing of real-time enterprise data.  These  products
capture  sensor  based data as well as human-entered data.  Products
include   plug-in  data  acquisition  boards,  Ethernet-based   data
acquisition  systems, network based data collection  terminals,  and
component  terminals  for  machine  interface.  These  products  are
applied  world-wide for a range of applications including predictive
maintenance, access control, time and attendance, material tracking,
product   test,  and  resource  planning.  Representative  customers
include  Symbol  Technologies, Mercedes Benz, Hewlett  Packard,  CTI
Cryogenics, IBM, and AMP Incorporated.

The  Company has from time-to-time received indications of  interest
with  respect  to  III, and has considered, and may  in  the  future
consider,  the sale of its interest in this subsidiary in  order  to
focus  its resources on the core business of analog and mixed signal
integrated circuits.

RESEARCH & DEVELOPMENT
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
cost,  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 transistors with respect to one  another.
In addition, analog circuits may require the ability to handle large
voltages  and  currents  and  therefore,  demand  relatively   large
transistors  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.

Analog  and mixed signal circuit design is highly dependent  on  the
skills and experience of individual design engineers, and Burr-Brown
believes  that its team of design engineers has developed  extensive
core   strengths  in  high  performance  analog  and  mixed   signal
integrated  circuits. Designers of analog circuits  must  take  into
account   complex   interrelationships  between  the   manufacturing
process, the circuit elements, the packaging requirements,  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
limited.  The  Company's ability to compete depends heavily  on  its
continued   introduction  of  innovative  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   measurement,
monitoring   and  controlling  physical  processes  and  conditions.
Examples  of  these  markets include: 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 will make an important contribution to its
customers,  often  acting  as  the  enabling  technology   for   the
successful commercialization of end equipment.

The  Company spent approximately $34 million in 1997, $28.5  million
in  1996,  and  $25.7  million  in  1995  for  product  and  process
development.   This represents an expenditure of approximately  13.5
percent, 12.9 percent, and 9.6 percent of revenue in 1997, 1996, and
1995,  respectively. (See "Management's Discussion and  Analysis  of
Financial  Condition  and Results of Operations"  in  the  Company's
Annual  Report to Stockholders, incorporated by reference to Item  7
of this report.)

The  Company introduced a record 79 new products in 1997.   Many  of
these   products  target  emerging  applications  for   which   high
performance   signal  processing  integrated  circuits   (ICs)   are
absolutely  required and yet the cost of these ICs must  be  low  in
order  to enable larger end-market sales volumes.  By offering  high
performance signal processing ICs at an effective price,  Burr-Brown
has  been able to partner with many high-growth companies to address
emerging applications.

PATENTS AND LICENSES
The  Company  owns approximately 149 United States and international
patents  expiring  from  1998  to 2016,  and  has  applications  for
approximately 66 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 and  may  in  the
future be 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.

SALES AND 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.  Burr-Brown  maintains  6
sales  offices  in  the  United States and has  international  sales
subsidiaries   in   France,   Germany,   Italy,   the   Netherlands,
Switzerland,   the  United  Kingdom,  Japan,  and  Singapore.    The
Company's  direct sales force focuses primarily on  large  corporate
customers, while the Company's distributors service the needs of the
Company's  broad base of smaller clients. In particular, the  direct
sales  force  and  field application engineers are  focused  on  new
design-ins  to  enhance  the  Company's  long-term  revenue  stream.
Approximately  45%  of 1997 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   sells its  products to a diverse base of over  25,000
customers  worldwide.  Key  customers of the  Company  include  ABB,
Adtran,  Alcatel,  Advantest, AMP, Beckman, Elsag Bailey,  Ericsson,
Fanuc,   Fujitsu,   General   Electric,  Hewlett-Packard,   Hitachi,
Honeywell,  Hughes Network Systems Inc., Lucent, Matra,  Mitsubishi,
National   Instruments,  NEC,  Nokia,  Northern  Telecom,  PairGain,
Philips,  Rockwell, Samsung, Siemens, Sony, Teradyne,  Toshiba,  and
Yamaha.  The  largest  customer,  Insight  Electronics,  a  domestic
distributor,  accounted for approximately 10  percent  of  sales  in
1997.  Sony is the largest direct customer, accounting for  slightly
less  than  5% of 1997 revenue. The Company has maintained long-term
relationships  with  major  customers  in  the  industrial   process
control, instrumentation, and imaging markets, and typically  serves
as the sole supplier of proprietary products. Burr-Brown has pursued
a  strategy  of leveraging its strengths in analog signal processing
and mixed signal design to develop a broad line of standard products
for  the faster growing communications, computing, and digital audio
and  imaging  markets. As a result, the Company has established  key
customer  relationships with leading companies in the  wireless  and
high  speed communications industry. Over 47 percent of the  revenue
in  1997 for analog and data conversion integrated circuits was  for
products introduced within the preceding five years.

Sales  outside  the  United States accounted  for  approximately  66
percent  of total revenues in 1997, 66 percent of total revenues  in
1996,  and  64  percent of total revenue in  1995.   (See  the  note
labeled "Foreign Operations, Geographic and Segment Data" in  "Notes
to Consolidated Financial Statements" in the Company's Annual Report
to  Stockholders,  incorporated by  reference  to  Item  8  of  this
report.)   To support its international marketing organization,  the
Company   has   established  product  development   and   production
facilities  in  Scotland and Japan.  The Company  also  has  product
development  and  manufacturing  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,  maintains   a
significant  international presence which acts as a  natural  hedge,
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, 1997, 1996, and 1995,  was
approximately  $56.5  million, $41.0  million,  and  $62.3  million,
respectively.

COMPETITION
Burr-Brown estimates that it is among the top four manufacturers  of
high  performance  analog and data conversion  integrated  circuits.
The  Company's  major  competitors in the  high  performance  analog
integrated   circuits  market  are  Analog  Devices   Inc.,   Linear
Technology  Corporation, and Maxim Integrated  Products  Inc.   With
respect  to  a  more  limited range of products,  the  Company  also
competes    with   National   Semiconductor   Corporation,    Harris
Corporation,  Motorola Inc., Texas Instruments  Inc.,  Cirrus  Logic
Inc., Rockwell, Level One, and Sipex Corporation.

The Company is not aware of any significant competition from foreign
companies  providing analog and data conversion integrated circuits,
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.  Many  of  these
competitors  have  greater  financial,  production,  and   marketing
resources than Burr-Brown.

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  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.

MANUFACTURING
  The  Company's production of integrated circuits utilizes in-house
process  technologies, externally purchased wafer processing foundry
services,  and  purchased  components that already  incorporate  the
desired semiconductor manufacturing technology. The Company combines
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 conversion, 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
0.5  microns for products such as amplifiers, 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  conducts electrical testing of integrated circuits  in
both   wafer   and  packaged  form.  The  combination   of   various
functionalities  makes the test process for analog and  mixed-signal
devices   particularly  difficult.  Test  operations   require   the
programming,  maintenance,  and use of sophisticated  computer-based
test systems and complex automatic handling systems. The Company has
special  screening and qualification programs when high  reliability
quality grades are required by customer specifications.

The Company has integrated circuit assembly operations in Tucson. In
addition,  much  of the Company's 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
packaging capability to include low cost multi-chip module  assembly
in  its  Tucson  manufacturing facility.   Following  assembly,  the
Company  and  its  subsidiaries perform  nearly  all  of  the  final
testing,  marking,  and inspection of the packaged  units  prior  to
shipment to customers.

The  Company  has developed and implemented its Quality  Program  to
focus   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 the Qualification Program for new  products
and  processes.  The Company has a reputation for high  quality  and
highly  reliable  products  as evidenced by  the  high  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
production  and product development facilities in both regions.   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 digital audio and imaging 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 on December 1, 1995.

The   Company's  Tucson,  Arizona  campus  is  part  of  the  Tucson
International Airport Superfund site.  The Company has  agreed  with
the United States Environmental Protection Agency (EPA) to implement
site  remediation actions pursuant to the provisions  of  a  Consent
Decree  Agreement with the EPA.  The Company incurred  approximately
$200,000,  $149,000, and $106,000 of remediation  expense  in  1997,
1996, and 1995, respectively.

HUMAN RESOURCES
At  December 31, 1997, the Company employed 1,308 people  worldwide,
including 755 employees in manufacturing and assembly, 221 employees
in  research and development, 217 in sales and marketing, and 115 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

An  investment  in  the  securities of Burr-Brown  involves  certain
risks.   In  evaluating  the Company and its  business,  prospective
investors  should give careful consideration to the  factors  listed
below,  in  addition to the information provided elsewhere  in  this
Annual Report on Form 10-K, in the documents incorporated herein  by
reference,  and  in other documents filed by the  Company  with  the
Securities and Exchange Commission.

Potential  Fluctuations  in Operating and  Financial  Results.   The
Company's quarterly and annual operating results are affected  by  a
variety  of  factors  that  could materially  and  adversely  affect
revenue, net income, 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,
economic  conditions in the United States and international markets,
the  timing of new product introductions, availability of wafers and
other  materials  and  services, and fluctuations  in  manufacturing
yields.  The Company has experienced significant fluctuations in the
past and may likely experience such fluctuations in the future.  The
semiconductor market has historically been cyclical and  subject  to
significant  economic downturns at various times. The  semiconductor
industry  experienced increased demand during 1995,  and  production
capacity   limitations  affected  the  industry's,   including   the
Company's,  ability  to  meet that demand.   During  1996,  customer
demand  for semiconductor devices declined significantly.   Although
demand  has  increased again since 1996, it is  uncertain  what  the
level  of demand will be in the future for the industry and for  the
Company's  products.  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.

Manufacturing  Risks.  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. Although  the  Company
has  internal capability to produce wafers for many of its products,
it  is dependent on outside wafer fabs for a significant portion  of
its  wafer supply. As is typical in the semiconductor industry, from
time  to time the Company has experienced disruptions in the  supply
of  processed  wafers from external fabs due to  quality  and  yield
problems  and capacity constraints. If these outside wafer foundries
are  not  able  to  produce required supplies  of  processed  wafers
conforming  to  the  Company's  quality  standards,  the   Company's
business and relationships with its customers for the quantities  of
products produced by these foundries could be adversely affected. In
addition,   the   Company  relies  on  domestic  and   international
subcontractors to perform assembly, packaging, and testing services.
Disruption  of  these services could adversely affect the  Company's
operations.

International Operations.  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.

A  substantial  portion of the Company's revenue is attributable  to
sales  in  Japan  and Southeast Asia. Although the  recent  economic
instability in certain Asian countries has not yet had a significant
impact  on  the  Company,  there  can  be  no  assurance  that  this
instability will not have a material adverse effect on the Company's
business,  financial  condition, cash flows, or  operating  results,
particularly to the extent that this instability impacts  the  sales
of products manufactured by the Company's customers.

Reliance  on Independent Sales Channels.  A significant  portion  of
the   Company's  sales  are  conducted  through  independent   sales
representatives  and distributors.  These independent  organizations
typically  represent product lines offered by other  companies.   In
the event these sales organizations reduced their sales efforts with
respect  to  the Company's products or terminated their relationship
with  the  Company,  the  Company's operations  could  be  adversely
impacted until the Company was able to replace such resources.

Intellectual Property Protection.  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 intellectual
property  litigation  in the United States or elsewhere,  which  can
demand significant financial and management resources.

As  is  common in the semiconductor industry, from time to time  the
Company  has  been,  and  may in the future be  notified  of  claims
regarding the possible infringement of patents issued to others  and
that  it may be infringing the intellectual property rights of third
parties. There can be no assurance that such infringement claims  by
third  parties  will  not be asserted in the  future  or  that  such
assertions,  if  proven  to be true, will not  materially  adversely
effect  the Company's business, financial condition, cash flows,  or
operating  results.  Any  litigation relating  to  the  intellectual
property rights of third parties, whether or not determined  in  the
Company's  favor or settled by the Company, would at  a  minimum  be
costly  and could divert the efforts and attention of the  Company's
management  and  technical personnel, which could  have  a  material
adverse effect on the Company's business, financial condition,  cash
flows, or operating results.




Dependence  on New Products and New Markets.  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, digital  imaging,  and  PC  sound
applications for the digital audio and video 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.

Dependence  on Key Personnel.  The Company's success  depends  to  a
significant  extent  upon  the continued service  of  its  executive
officers, key management, and technical personnel, particularly  its
experienced analog design engineers, and on its ability to  continue
to attract, retain, and motivate qualified personnel.

Competition. 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.

Year 2000 Compliance. Many existing computer programs use only two
digits to identify a year in a date field. These programs were
designed and developed without considering the impact of the Year
2000. The Company has recognized that solving the Year 2000 problem
is an issue to be addressed. However, the major operating internal
software systems of the Company are fairly new and therefore are
already Year 2000 compliant. A plan has been formulated to convert
other minor systems to be Year 2000 compliant. A majority of the
Company's vendors have been queried and the responses received
indicate that the vendors are compliant or will be by the Year 2000.
The rest of the evaluation by the Company has not been completed and
expected future costs cannot be estimated at this time. There can be
no assurance that Year 2000 compliance issues will not have an
adverse effect on the Company's future operating results.

ITEM 2.  PROPERTIES
Burr-Brown  has  manufacturing and technical facilities  in  Tucson,
Arizona;  Atsugi, Japan; and Livingston, Scotland.  In  1994,  Burr-
Brown established business units in these locations to bring greater
focus  on their respective served markets and accelerate new product
development.   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. All 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 1999.   The
aggregate  current  gross  rental  for  all  Tucson  properties   is
approximately $549,000 per year. 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; this lease expires in 1999.  The
Company  also  owns  approximately 20 acres of  land  in  Livington,
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
The Company is from time to time involved in legal proceedings of a
character normally incident to its business, including various
threatened and pending claims seeking damages from the Company. Such
incidental litigation includes claims related to employment,
environmental, personal injury, contract, product liability, and
intellectual property matters. The Company does not believe that an
adverse decision in any presently pending or threatened claim, or
any amounts it would be required to pay by reason thereof, would
have a material adverse effect on its financial condition, cash
flows, or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No  matters  were  submitted  to a vote of  the  Company's  security
holders during the quarter ended December 31, 1997.


EXECUTIVE OFFICERS OF THE REGISTRANT
At  December  31,  1997,  there  were 4  individuals  designated  as
executive  officers by the Board of Directors.  The  following  sets
forth  certain information with regard to the two executive officers
of Burr-Brown who are not  Directors:

J. Scott Blouin - Chief Financial Officer                    Age 47
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.

Kenneth G. Wolf - Executive Vice President                 Age 57
Mr. Wolf is responsible for Worldwide Operations for the Company,
including Fabrication and Technology Development, Assembly and Test
Operations, Materials Management, Quality, and Product Engineering.
He joined Burr-Brown in April 1997.  Previously, he was Corporate
Vice President at Motorola from 1965 to 1987, President and CEO of
Synergy Semiconductor from 1987 to 1992, Vice President and General
Manager of Mass Storage and Logic Products at National Semiconductor
from 1993 to 1997.  Mr. Wolf holds BS and MS degrees in electrical
engineering from the University of Wyoming and is a graduate of the
Motorola Executive Management Institute.


                               PART II

ITEM  5.   MARKET  FOR  THE REGISTRANT'S COMMON EQUITY  AND  RELATED
STOCKHOLDER MATTERS
The  information required by this item is incorporated by  reference
to  the section entitled "Quarterly Market and Dividend Information"
in  the  1997  Annual Report to Stockholders on page  26,  which  is
included as Exhibit 13 to this report.

ITEM 6.  SELECTED FINANCIAL DATA
The  information required by this item is incorporated by  reference
to  the  section entitled "Five Year Financial Summary" in the  1997
Annual  Report  to  Stockholders on page 33, which  is  included  as
Exhibit 13 to this report.

ITEM   7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
The  information required by this item is incorporated by  reference
to  the  section entitled "Management's Discussion and  Analysis  of
Financial  Condition and Results of Operations" on pages 26  through
32  of the 1997 Annual Report to Stockholders, which is included  as
Exhibit  13 to this report. Quantitative and qualitative disclosures
about market risk are not presented therein, as such guidance is not
yet applicable to the Company due to its market capitalization.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The  financial  statements and supplementary data required  by  this
item  appear in the 1997 Annual Report to Stockholders on  pages  12
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 required by this item for the Company's Directors is
incorporated  by  reference  to the section  entitled  "Election  of
Directors" on pages 4 and 5 in the Registrant's Proxy Statement  for
the 1998 Annual Meeting of Stockholders. The information required by
this  item  for  the  other executive officers  of  the  Company  is
included  at  the end of Part I hereof under the caption  "Executive
Officers of the Registrant."

ITEM 11.  EXECUTIVE COMPENSATION
The  information, with respect to Executive Compensation,  appearing
under the caption "Executive Compensation and Other Information"  on
pages 6 through 10 of the Registrant's Proxy Statement for the  1998
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 and 3 of the Registrant's  Proxy
Statement   for   the  1998  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 1997 Annual Report to Stockholders:
                                                PAGES OF 1997 ANNUAL
                                              REPORT TO STOCKHOLDERS
                                           INCORPORATED BY REFERENCE

     Report of Ernst & Young LLP, Independent Auditors 25

     Consolidated Statements of Income for the years ended
       December 31, 1997, 1996, and 1995               12

     Consolidated Statements of Changes in Stockholders' Equity
       for the years ended December 31, 1997, 1996,
       and 1995                                        13

     Consolidated Balance Sheets at December 31, 1997,
       1996, and 1995                                  14

     Consolidated Statements of Cash Flows for the years ended
       December 31, 1997, 1996, and 1995               15


     Notes to Consolidated Financial Statements      16-24

a(2) Financial Statement Schedules for the years ended Form 10-K
       December 31, 1997, 1996, and 1995:             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 as Exhibit 3.1 to the  Registrant's
      10-K filing for the period ended December 31, 1987.  Amendment
      of  Restated Certificate of Incorporation dated May 15,  1996,
      incorporated by reference as Exhibit 3.1 to Registrant's  10-K
      filing for the period ended December 31, 1996.

      3.2   Restated  By-laws of the Registrant  dated  October  21,
      1994,  incorporated  by  reference  as  Exhibit  3.2  to   the
      Registrant's  10-K  filing for the period ended  December  31,
      1994.

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

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

      10.1   Registrant's   Stock  Bonus  Plan.    Incorporated   by
      reference as Exhibit 10.7 to the Registrant's 10-K filing  for
      the  period ended December 31, 1987.  Amendment thereof, dated
      June  27, 1989, incorporated by reference as Exhibit  10.7  to
      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, incorporated
      by  reference as Exhibit 10.2 to Registrant's 10-K filing  for
      the period ended December 31, 1996.

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

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

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

      10.5  Restated  Burr-Brown Corporation Employee Retirement  Plan
      dated  January 1, 1988, incorporated by reference  as  Exhibit
      10.17  to  the  Registrant's 10-K filing for the period  ended
      December  31,  1994.   Amendment to Employee  Retirement  Plan
      dated July 18, 1996, incorporated by reference as Exhibit 10.9
      to  the Registrant's 10-K filing for the period ended December
      31, 1996.

      10.6 Consent 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 as Exhibit 10.32 to the Registrant's
      10-K filing for the period ended December 31, 1991.

      10.7 Trust Agreement for Future Investment Trust dated  October
      12, 1993, between Burr-Brown Corporation and Wells Fargo Bank,
      N.A.,  incorporated  by  reference to  Exhibit  10.37  of  the
      Registrant's  10-K  filing for the period ended  December  31,
      1993.

   10.8 Burr-Brown Corporation 1993 Stock Incentive Plan Amended  and
      Restated  through February 16, 1996, incorporated by reference
      to  Exhibit  10.16  to the Registrant's 10-K  filing  for  the
      period ended December 31, 1996.

   10.9 Future Investment Trust Plan Amended and Restated dated  July
      18,  1996, incorporated by reference as Exhibit 10.17  to  the
      Registrant's  10-K  filing for the period ended  December  31,
      1996.

   10.10  Burr 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.

   10.11  Loan Agreement dated January 31, 1996, between Burr-Brown
      Corporation and Wells Fargo Bank, N.A., incorporated by reference to
      Exhibit 10.19 of the Registrant's 10-K filing for the period ended
      December 31, 1995.   Amendment to Loan Agreement dated November 15,
      1996, incorporated by reference as Exhibit 10.19 to Registrant's 10-
      K filing for the period ended December 31, 1996.  Amendment to Loan
      Agreement dated December 21, 1997, filed herein.

   13.   Portions of the Annual Report to Stockholders for the  year
      ended December 31, 1997
      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 Schedules, filed herein.

b. No  reports on Form 8-K have been filed during the fourth quarter
   of 1997.




                         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 27, 1998
     Syrus P. Madavi
     President and Chief Executive Officer

     J. SCOTT BLOUIN                         Date:  March 27, 1998
     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 27, 1998
Syrus P. Madavi      Executive Officer

J. SCOTT BLOUIN      Chief Financial Officer March 27, 1998
J. Scott Blouin

THOMAS R. BROWN, Jr. Chairman of the Board   March 27, 1998
Thomas R. Brown, Jr.

FRANCIS J. AGUILAR   Director                March 27, 1998
Francis J. Aguilar

JOHN S. ANDEREGG, Jr.Director                March 27, 1998
John S. Anderegg, Jr.

MARCELO A. GUMUCIO   Director                March 27, 1998
Marcelo A. Gumucio


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

                 Years Ended December 31, 1997, 1996, And 1995


COL. A            COL. B       COL. C     COL. D     COL. F
                               Additions  Deductions
                  Balance at   Charges    & Currency Balance
                  Beginning    To Costs   Translation  At End
Classification    Of Period    & Expenses Effect (1) Of Period

1997

Allowance for
Doubtful Accounts   $1,081        $125     $(181)      $1,025

1996

Allowance for
Doubtful Accounts   $1,346         $45     $(310)      $1,081

1995

Allowance for
Doubtful Accounts     $870        $479       $(3)      $1,346





(1)  Uncollectible accounts written off, net of recoveries.


Note:  Column E - Other is zero