Exhibit 13 - Annual Report
<TABLE>
<CAPTION>
Financial Highlights
(In thousands, except per share amounts)


             1997      1996      1995      1994       1993
<S>          <C>       <C>       <C>       <C>        <C>
Revenue      $252,102  $219,997  $269,162*  $194,196   $168,577
Income From  $43,568   $30,115   $40,535   $10,527    $7,785
Operations
Net Income   $32,662   $29,684   $29,212*   $6,465     $2,817
Diluted      $0.86     $0.79     $0.83     $0.20      $0.09
Earnings Per
Share
Return On    14%       15%       16%       7%         4%
Equity
<FN>
*Includes $26 million revenue and $1.14 million of net income from a
subsidiary that was sold in 1st Quarter 1996.

</TABLE>

Corporate Profile
Burr-Brown Corporation designs, manufactures, and markets a broad
line of analog and mixed-signal integrated circuits used in the
processing of real-world electronic signals. These products are used
in a wide range of markets and applications, including industrial
and process control, telecommunications, test and measurement,
medical and scientific instrumentation, medical imaging, digital
audio and video, personal computing and multimedia.

Burr-Brown's product strategy is to design innovative, proprietary
products which bring a very high level of functional value to our
customers' applications. There are currently over 1200 products in
our portfolio. We produce both standard products which are used in a
broad range of applications, and specially developed products
optimally suited for emerging, fast growth, target applications such
as audio signal processing and broadband communications.

Burr-Brown's product lines include analog-to-digital converters,
digital-to-analog converters, operational amplifiers,
instrumentation amplifiers, programmable gain amplifiers, isolation
amplifiers, DC-to-DC converters, voltage references, regulators,
voltage-to-frequency converters, opto-electronic amplifiers, as well
as application specific products which integrate many of these
standard product functions. Our products are manufactured using a
variety of semiconductor processes including bipolar, complementary
bipolar, BiCMOS, and CMOS with lithography requirements down to the
0.5 micron level.

We distribute our products worldwide through our direct sales force,
independent sales representatives and third-party distributors. Burr-
Brown maintains sales offices throughout the United States and
international sales subsidiaries in France, Germany, Italy, the
Netherlands, Switzerland, the United Kingdom, Japan, and Singapore.
Through these sales channels, our products reach over 25,000
customers worldwide. Sales are divided evenly throughout the world,
with approximately one third coming from the United States, one
third from Europe, and the remainder from Japan and the Southeast
Asian region.

The Company employs over 1,300 people worldwide with manufacturing
and technical facilities located in Tucson, Arizona; Atsugi, Japan;
and Livingston, Scotland. Corporate headquarters are located in
Tucson, Arizona. The Company was incorporated in 1956. Burr-Brown
stock is traded on the NASDAQ exchange under the symbol: BBRC.


To Our Shareholders
1997 was a record year for Burr-Brown in a number of significant
ways. It was the most profitable year in the Company's history. A
record number of new products were introduced for the third
consecutive year. We continued to strengthen our presence in our
served markets and were able to achieve higher efficiencies and to
expand capabilities in manufacturing and sales channels.
Consequently, Burr-Brown is very well positioned for 1998 and
beyond.

Financial Highlights
For the year, revenue of $252.1 million resulted in a record $32.7
million in net income. As compared to the prior year, 1997 net
income increased by 34.2% on revenue growth of 16.2% when excluding
the net gain and revenue from a subsidiary divested in 1996.

The following table represents a graph which has been omitted for the
electronic filing.

                         1994   1995   1996   1997

New Product
Introductions             28     38     65     79


Moreover, we reported sequential gains in both revenue and profits
throughout the year. This was accomplished as other key financial
ratios such as gross margin and sales, marketing, and general
administrative expenses as a percent of revenue continued to
improve. We also increased our research and development investment
by more than 19% over the previous year. Burr-Brown's balance sheet
position continues to be solid with cash and investment balances
increasing to over $99 million and stockholders' equity increasing
by 17.8% to $234.9 million at year end.

Positioning for Growth
In positioning Burr-Brown for growth, 79 new products were
introduced in 1997. These products, along with the products
introduced during the prior year, are being well received by
customers and we have been able to secure a record number of
significant design-wins. 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 fast-growing
companies to address emerging applications.

We believe this strategy to bring high performance to high volume
applications is compelling and will fuel the end-market demand.

Served Markets
Even though Burr-Brown has traditionally enjoyed a well diversified
customer base, it has been our objective to further diversify our
markets by penetrating the communications market, one of the fastest
growing markets served by the Company. To this end, 1997 was a year
of significant progress and focus on wireless communications and
wired broadband communications is bearing results.

The following table represents a graph which has been omitted for
the electronic filing.

                    Revenue From Communications Market

                            1994           1997

Communications               6%             20%

Other Markets               94%             80%



During 1997, our revenue contribution from communications applications
increased to 20% of total revenue, up from only 6% in 1994. At the same
time, we have continued to strengthen our market position in industrial
and process control, test and instrumentation, and digital audio and
video by addressing emerging applications such as motor control,
smart sensors, digital cameras, scanners, camcorders, and DVD
players.

Outlook
As we look ahead, we remain optimistic that 1998 will be another
excellent year for Burr-Brown. Demand for our standard linear ICs
(SLICs) continues to be very strong and many of the design-wins
secured previously, will start production volumes in 1998.
Additionally, as we continue to focus on emerging markets requiring
application specific standard products (ASSPs), we expect to further
accelerate revenue growth. We also expect our new product
development effort will continue to gather momentum. These trends,
coupled with our continuing internal initiatives to improve cost and
manufacturing efficiencies, will provide additional opportunities to
expand revenue and profit margin. Finally, having the very best
group of employees in the industry, Burr-Brown is blessed with
capabilities that will help bring increasingly better results in
1998 and beyond.

We thank you, our shareholders, for your support.


Focus on New Products
Based on over four decades of experience, Burr-Brown has earned a
highly respected reputation for offering innovative, high
performance components for processing real-world signals. More
recently, Burr-Brown has established itself as a supplier of high
performance analog and mixed-signal semiconductor components to cost
sensitive, fast growing applications.

Analog and mixed-signal products, as compared to digital devices,
are characterized by broad product lines, a high proportion of
proprietary designs, relatively stable pricing and extended product
life cycles. These factors combine to give the Company a stable
foundation for revenue and income.

Building on this foundation, Burr-Brown is leveraging its
engineering, technology, and marketing expertise to develop new,
high performance products for high volume, large market
applications, thereby accelerating its growth.

Setting a new annual record for the third consecutive year, 79 new
products were introduced in 1997. The majority of new products are
Standard Linear Integrated Circuits (SLICs), which are utilized by a
wide variety of customers and applications, and give Burr-Brown a
diversified and stable base business. Also introduced are an
increasingly higher number of Application Specific Standard Products
(ASSPs) which focus on high volume applications. Examples are high
speed, high resolution mixed-signal components designed to interface
directly to digital video cameras and analog front ends that
integrate all analog signal processing circuitry needed onto a
single chip, making it possible to communicate at high speed over
existing copper wire telephone infrastructure. In many instances,
these products represent the enabling technology for the development
of large and rapidly growing new market segments. By virtue of their
market potential, the Company believes that ASSPs will continue to
be an increasingly greater source of revenue thereby accelerating
growth potential.

As a result of this dramatic gain in new product introductions, an
increasing proportion of the Company's revenues are derived from new
products that serve the fastest growing segments of the electronics
industry, particularly applications for the communications,
computing, and digital audio and video markets. Nearly half of Burr-
Brown's 1997 revenue is derived from new products introduced in the
last 5 years, up 20% over last year and nearly 70% higher than 1995.

By offering innovative and cost effective solutions to challenging
signal processing problems, Burr-Brown both satisfies customer
requirements and provides the enabling technology that allows a
market opportunity to develop. Incorporating high performance into
high volume applications, the Company will take full advantage of
the potential that exists in the markets which offer great volume
elasticity.


Three page foldout with photographs of products representing key
Burr Brown markets presented here.


Enabling New Technologies, Creating Large Market Opportunities

Burr-Brown is providing its customers higher performance at lower
cost, thus enabling new technologies to evolve into large market
opportunities. The result is potential for growth similar to what
was experienced in 1997 with the emergence of several high growth
products and customer applications.

High-Speed Access to Internet
In 1997, a significant new communications technology emerged-
digital subscriber line (DSL). DSL holds promise of revolutionizing
telecommunications by transmitting data at high speed over standard
phone lines.

Companies such as Adtran, Pairgain, and Paradyne introduced systems
that transform regular copper wire telephone lines and on-site
wiring into a unified, high-speed network at low cost. These systems
enable data transmission speeds, both downstream and upstream, of
more than 25 times the speed of today's industry-standard 28.8
kilobytes-per-second modem for high-speed network access, video-
conferencing and Internet access.

Burr-Brown collaborated with these communications companies to
create a system-level analog signal processor. In one application, a
single Burr-Brown AFE chip replaces more than 18 integrated circuits
and dozens of passive components. Providing the high level of system
performance demanded in digital network access, Burr-Brown's analog
front end chip lowers power consumption, dramatically shrinks board
space, and reduces overall system cost.

Touch Screen Control
for Personal Digital Assistants (PDAs)
Another example of enabling technology creating mass-market
potential is the mixed-signal product Burr-Brown designed in
conjunction with a large manufacturer of handheld PDAs. Burr-Brown
provides a highly integrated IC that not only performs the signal
conversion, but also provides the transistor drivers required to
supply power to the touch screen. The component replaces several
circuit devices while increasing the resolution for reading screen
location and reducing the power requirement-critical in battery-
powered products.

Signal Processing for Digital Cameras
Working with a major Japanese consumer electronics company, Burr-
Brown developed a complete signal processing solution for a battery-
powered video camera. This mixed-signal IC provides all necessary
circuitry for fast video signal conditioning and high-resolution,
analog-to-digital signal conversion. To the camera designer, this
means a simple single chip solution at a lower overall system cost;
to the consumer, it means improved video and longer battery life.

Home Theater Audio
The emergence of Digital Versatile Disc (DVD) has enhanced the
quality of both television picture and sound. In conjunction with
several major manufacturers of consumer electronics, Burr-Brown
developed products that provide the circuitry and signal output
necessary to drive a surround sound home theater system. To the
system's designer, this means fewer components at less cost; to the
consumer, it means lifelike sound in the living room.

These examples demonstrate Burr-Brown's ability to integrate
multiple, complex, mixed-signal functions onto a single chip. By
increasing functionality while reducing cost, Burr-Brown's
engineering and technology expertise has enabled the introduction of
high performance low-cost products for mass-market applications,
thus opening new market opportunities for Burr-Brown and its
customers.

Focus on Strategic Markets
As part of its focus on high performance, high-volume analog and
mixed-signal products, Burr-Brown has concentrated development
efforts on five key markets determined to provide the largest growth
opportunities in coming years.

Industrial and Process Control
This is a traditional Burr-Brown market with a broad range of
applications requiring the acquisition and conditioning of `real-
world' signals from sensors and conversion to the digital domain.
This market accounted for the largest percentage of Burr-Brown's
revenues in 1997.

Test and Instrumentation
This diverse market requires extensive sensor interface and data
conversion solutions. Three key segments are medical, analytical,
and automatic test equipment. New demands for lower power, higher
speed, and smaller size drive the design of Burr-Brown's newer, high
performance products.

Communications
Targeting two of the fastest growing sectors, wireless basestations
and wired broadband applications, Burr-Brown's communications sales
grew rapidly in 1997. Explosive growth is anticipated in Personal
Communications Service (PCS), Digital Subscriber Line (DSL), and
wireless applications.

Digital Video and Audio
An acknowledged leader in this dynamic market largely focused on
digital-to-analog and analog-to-digital signal conversion, Burr-
Brown serves the premier audio and video consumer and professional
product manufacturers worldwide.

Computing and Multimedia
This market is growing rapidly and is the largest served by the
Company. Key products facilitate the expanding functionality of
personal computers, particularly addressing the requirement for CD-
quality sound in multimedia systems and the diverse and increasingly
more complex needs of power management.



Consolidated Statements of Income
Burr-Brown Corporation and Subsidiaries-In thousands, except per
share amounts

<TABLE>
<CAPTION>

Years Ended December 31,               1997      1996      1995
<S>                                  <C>       <C>       <C>
Net revenue                          $252,102  $219,997  $269,162
Cost of goods sold                    125,075   109,228   138,257
Gross margin                          127,027   110,769   130,905
  % of revenue                            50%       50%       49%
Expenses:
Research and development               33,951    28,452    25,733
  % of revenue                            13%       13%       10%
Sales, marketing, general,
and administrative                     49,508    52,202    64,637
  % of revenue                            20%       24%       24%
Total operating expenses               83,459    80,654    90,370
  % of revenue                            33%       37%       34%
Income from operations                 43,568    30,115    40,535
  % of revenue                            17%       14%       15%
Interest expense                          448       700     1,131
Gain from sale of subsidiary                    (7,180)
Other income                          (3,540)   (3,249)     (613)
Income before income taxes             46,660    39,844    40,017
  % of revenue                            19%       18%       15%
Provision for income taxes             13,998    10,160    10,805
  Effective tax rate                      30%       25%       27%
Net income                            $32,662   $29,684   $29,212
  % of revenue                            13%       13%       11%
Basic earnings per common share          $.91      $.82      $.87
  Shares used in basic per share
  calculation                          36,054    36,003    33,500
Diluted earnings per common share        $.86      $.79      $.83
  Shares used in diluted per share
  calculation                          37,935    37,510    35,315

<FN>
See Notes to Consolidated Financial Statements.

</TABLE>


Consolidated Statements of Changes in Stockholders' Equity
Burr-Brown Corporation and Subsidiaries-In thousands

<TABLE>
<CAPTION>

                                 Additional         Cumulative
                 Common  Stock   Paid-In  Retained  Translation
                 Shares  Amount  Capital  Earnings  Adjustment
<S>                <C>    <C>     <C>      <C>       <C>
Balance at
January
1, 1995            9,714  $97     $26,400  $58,842   $3,504
Net income                                  29,212
Foreign currency
  translation
   adjustment                                          (342)
Stock split at
three-for-two      4,859   37        (37)
Stock options
exercised            213   13       2,094
Stock offering     1,750   18      61,195
Treasury stock
acquired
Affiliate's
stock activity                         46    (253)
Balance at
December 31,
1995              16,536  165      89,698   87,801    3,162
Net income                                  29,684
Foreign currency
  translation
   adjustment                                          (281)
Stock options
exercised             78    1         628
Treasury stock
acquired
Affiliate's
stock activity                                (18)
Balance at
December 31,
1996             16,614   166      90,326  117,467     2,881
Net income                                  32,662
Foreign currency
  translation
   adjustment                                        (1,693)
Stock split at
three-for-two     8,343    84        (84)
Stock options
exercised           366     3       4,664
Treasury stock
acquired
Affiliate's
stock activity                               (214)
Unrealized gain
on investments
Announced stock
split at three-
for-two          12,662   127       (127)
Balance at
December 31,
1997             37,985  $380     $94,779 $149,915    $1,188

</TABLE>


Changes in Stockholders' Equity - Continued

<TABLE>
<CAPTION>

                                    Unrealized
                    Treasury Stock  Gain on
                    Shares  Amount  Investments   Total
<S>                <C>    <C>       <C>          <C>
Balance at
January 1, 1995     145   $(1,221)                $87,622
Net income                                         29,212
Foreign currency
  translation
   adjustment                                       (342)
Stock split at
three-for-two        81
Stock options
exercised                                           2,107
Stock offering                                     61,213
Treasury stock       26     (460)                   (460)
acquired
Affiliate's
stock activity                                      (207)
Balance at
December 31,
1995                252   (1,681)                 179,145
Net income                                         29,684
Foreign currency
  translation
   adjustment                                       (281)
Stock options
exercised                                             629
Treasury stock
acquired            492   (9,753)                 (9,753)
Affiliate's
stock activity                                       (18)
Balance at
December 31,
1996                744  (11,434)                 199,406
Net income                                         32,662
Foreign currency
  translation
   adjustment                                     (1,693)
Stock split at
three-for-two       373
Stock options
exercised                                           4,667
Treasury stock
acquired              3     (105)                   (105)
Affiliate's
stock activity                                      (214)
Unrealized gain
on investments                          193           193
Announced stock
split at three-
for-two             560
Balance at
December 31,
1997              1,680  $(11,539)     $193      $234,916

<FN>
See Notes to Consolidated Financial Statements.

</TABLE>



Consolidated Balance Sheets
Burr-Brown Corporation and Subsidiaries-In thousands

<TABLE>
<CAPTION>

December 31,                             1997      1996      1995
<S>                                  <C>       <C>       <C>
  Assets
Current Assets
Cash and cash equivalents             $54,284   $38,433   $42,477
Short-term investments                           14,407    43,738
Trade receivables                      55,689    39,546    55,713
Inventories                            44,533    49,570    47,852
Deferred income taxes                   7,973     6,705     3,273
Other                                  10,069     4,867     3,190
  Total Current Assets                172,548   153,528   196,243
Long-Term Investments                  44,767    36,537
Land, Buildings, and Equipment
Land                                    3,418     3,427     3,393
Buildings and improvements             25,690    25,344    23,294
Equipment                             145,411   122,726   100,812
                                      174,519   151,497   127,499
Less accumulated depreciation        (95,053)  (83,967)  (76,075)
                                       79,466    67,530    51,424
Other Assets                            2,607     3,993     4,582
                                     $299,388  $261,588  $252,249

  Liabilities and Stockholders' Equity
Current Liabilities
Notes payable                          $9,991   $14,533   $17,904
Accounts payable                       18,203    17,641    17,359
Accrued expenses                        4,678     3,568     8,703
Accrued employee compensation
and payroll taxes                       9,299     8,194     8,929
Deferred profit from distributors       8,318     7,462     6,198
Income taxes payable                    7,370     3,129     6,092
Current portion of long-term debt         672     1,087     1,150
  Total Current Liabilities            58,531    55,614    66,335
Long-Term Debt                          1,482     1,830     1,808
Deferred Gain                                     1,122     2,619
Deferred Income Taxes                   3,774     1,709       159
Other Long-Term Liabilities               685     1,907     2,183
Commitments

Stockholders' Equity
Preferred stock, $.01 par
value-authorized 2,000 shares:
  none issued or outstanding
Common stock, $.01 par value-
authorized 80,000 shares; issued
and outstanding, including treasury
shares: 1997-37,985 shares, 1996-37,381
shares, 1995-37,206 shares                380       166       165
Additional paid-in capital             94,779    90,326    89,698
Retained earnings                     149,915   117,467    87,801
Equity adjustment from foreign
currency translation                    1,188     2,881     3,162
Unrealized gain on investments            193
Treasury stock, at cost: 1997-1,680
shares, 1996-1,674 shares,
1995-567 shares                      (11,539)  (11,434)   (1,681)
                                      234,916   199,406   179,145
                                     $299,388  $261,588  $252,249

<FN>
See Notes to Consolidated Financial Statements.
</TABLE>


Consolidated Statements of Cash Flows
Burr-Brown Corporation and Subsidiaries-In thousands

<TABLE>
<CAPTION>

Years Ended December 31,                 1997      1996      1995
<S>                                  <C>       <C>       <C>
Operating Activities
Net Income                            $32,662   $29,684   $29,212
Adjustments to Reconcile
Net Income to Net Cash Provided by
Operating Activities:
  Depreciation and amortization        13,834    13,272    12,712
  Amortization of deferred gain       (1,122)   (1,497)   (1,497)
  Provision for (benefit from)
  deferred income taxes                   589   (1,908)   (3,983)
  Increase in deferred profit
  from distributors                       856     1,264     4,406
  Gain from sale of subsidiary                  (7,180)
  Other                                   418     (129)       778
Changes in Operating Assets and Liabilities:
  (Increase) decrease in
  trade receivables                  (19,368)    10,969  (17,256)
  (Increase) decrease
  in inventories                        3,781   (5,482)   (8,223)
  (Increase) decrease in
  other assets                        (4,266)   (2,400)     (561)
  Increase (decrease) in
  accounts payable                      1,264     2,341     5,269
  Increase (decrease) in accrued
  expenses and other liabilities        6,376   (7,921)    10,072
  Net Cash Provided by Operating
  Activities                           35,024    31,013    30,929

Investing Activities
Purchases of investments            (103,484)  (50,944)  (43,738)
Maturities of investments             109,979    43,738
Purchases of land, buildings,
and equipment                        (25,637)  (31,919)  (17,574)
Proceeds from sale of equipment            85       415       191
Proceeds from sale of subsidiary                 12,804
  Net Cash Used In
  Investing Activities               (19,057)  (25,906)  (61,121)

Financing Activities
Proceeds from short-term and
long-term borrowings                                770     1,374
Payments on short-term and
long-term borrowings                  (4,348)   (1,160)   (1,681)
(Payments for) proceeds from
capital stock activity, net             4,343   (9,142)    62,653
  Net Cash (Used In) Provided
  by Financing Activities                 (5)   (9,532)    62,346

Effect of exchange rate changes
on cash and cash equivalents            (111)       381       398
   Increase (Decrease) in Cash and
  Cash Equivalents                     15,851   (4,044)    32,552

Cash and cash equivalents at
beginning of year                      38,433    42,477     9,925
  Cash and Cash Equivalents
  at End of Year                      $54,284   $38,433   $42,477

<FN>
See Notes to Consolidated Financial Statements.
</TABLE>


Notes to Consolidated Financial Statements
Burr-Brown Corporation and Subsidiaries-In thousands, except per
share amounts
December 31, 1997
Accounting Policies

Organization: Burr-Brown Corporation develops, manufactures, and
markets electronic components including precision linear, data
conversion, and mixed signal integrated circuits. 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,
imaging, and personal computer systems. Principal markets for these
products are North America (principally the United States), Europe
(Germany, the United Kingdom and elsewhere), and Asia (principally
Japan). Revenue from these applications in these markets can be
volatile and is dependent on general economic conditions.

Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles, requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.

Principles of Consolidation: The consolidated financial statements
include the accounts of Burr-Brown Corporation and its majority
owned subsidiaries (the Company), of which all but one are wholly-
owned. Investments in which ownership is at least 20% but not over
50% are accounted for under the equity method. Other investments are
accounted for using the cost method. All significant intercompany
accounts and transactions are eliminated.

Inventories: Inventories are valued at the lower of cost (first-in,
first-out basis) or market. The Company maintains a valuation
reserve which reflects the Company's estimate of the impact on
inventories of potential obsolescence, excess quantities, and
declines in market prices.

Land, Buildings, and Equipment: Land, buildings, and equipment are
stated at cost. Depreciation on buildings and equipment is computed
by the straight-line method over the estimated useful lives ranging
from three to forty years.

Revenue Recognition: A portion of the Company's revenue is from
sales made to domestic distributors under agreements which provide
for certain price protection and limited product return privileges.
As a result, the Company defers recognition of the gross profit on
such sales until the merchandise is sold by the distributors. All
other sales are recognized when the
product is shipped.

Income Taxes: Income taxes are determined utilizing the liability
method. This
method gives consideration to the future tax consequences associated
with temporary differences between the carrying amounts of assets
and liabilities for financial statement purposes and the amounts
used for income tax purposes.

Foreign Currency Translation: The financial statements of foreign
subsidiaries have been translated in accordance with Statement of
Financial Accounting Standards (SFAS) No. 52, Foreign Currency
Translation. The gains and losses resulting from the change in
exchange rates from year to year have been reported separately as a
component of stockholders' equity. Transaction gains and losses,
which are not significant for all years presented, are currently
reflected in income.

Concentration of Credit Risk: Financial instruments which could
potentially subject the Company to significant concentrations of
credit risk consist principally of cash equivalents, short-term
investments, long-term investments, and trade receivables.

The Company maintains cash and cash equivalents at various financial
institutions. These financial institutions are located throughout
the world, and Company policy is designed to limit exposure at any
one institution and takes into account the relative credit standing
of these institutions. The Company's short-term and long-term
investments are purchased through high credit quality financial
institutions. The cost of these investments approximated their fair
value in 1996 and 1995 while at 1997 year-end, fair value exceeded
cost by $319 (see Cash Equivalents and Investments.)

Credit risk, with respect to trade receivables, is limited due to
the large number of entities comprising the Company's customer base
and their dispersion across many different industries. Furthermore,
management continually monitors and adjusts allowances associated
with these receivables.

In 1997, sales to a domestic distributor accounted for approximately
10% of consolidated net revenues. There were no sales to a single
distributor or customer that exceeded 10% of consolidated net
revenues in 1996 or 1995.

Stock Issued to Employees: Stock options are granted to employees
under the Company's Stock Incentive Plan with an exercise price
equal to the fair value of the shares at date of grant. The Company
accounts for stock option grants in accordance with APB Opinion No.
25, Accounting for Stock Issued to Employees, and accordingly,
recognizes no compensation expense for the stock option grants.

Earnings per Share: In 1997, the Financial Accounting Standards
Board issued SFAS No. 128, Earnings per Share. SFAS No. 128 replaced
the calculation of primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of
options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously computed fully diluted
earnings per share. All earnings per share amounts for all periods
have been presented, and where appropriate, restated to conform to
SFAS No. 128 requirements. References to share and per share amounts
have been restated to reflect a three-for-two stock split effective
April, 1997, as well as a three-for-two stock split declared on
February 23, 1998 for distribution on March 20, 1998 to stockholders
of record on March 6, 1998.

Impact of Recently Issued Accounting Standards: In June 1997, the
Financial Accounting Standards Board issued SFAS No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in
the financial statements. SFAS No. 130 is effective for fiscal years
beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is
required. The Company is in the process of determining its preferred
format. The adoption of SFAS No. 130 will have no impact on the
Company's consolidated results of operations, financial position, or
cash flows.

In June 1997, the Financial Accounting Standards Board issued SFAS
No. 131, Disclosures about Segments of an Enterprise and Related
Information. SFAS No. 131 establishes standards for the way that
public business enterprises report information about operating
segments in annual financial statements and requires that those
enterprises report selected information about operating segments in
interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. SFAS No. 131 is effective for financial statements for
fiscal years beginning after December 15, 1997, and therefore the
Company will adopt the new requirements retroactively in 1998.
Management has not completed its review of SFAS No. 131, but does
not anticipate that the adoption of this statement will have a
significant effect on the Company's reported segments.

Cash Equivalents and Investments
The Company classifies its investments as cash equivalents, short-
term, or long-term investments based on the number of days between
the purchase date and the original maturity dates, reset dates, or
call dates of its investments. Investments classified as cash
equivalents have a range of days from 1 to 90 days, short-term
investments have a range of days from 91 to 365 days, and long-term
investments have a range of days over 365 days. At December 31,
1997, the Company had no investments maturing after December 1,
1999.

The fair value of cash equivalents and investments at December 31,
1997, 1996, and 1995 classified as available for sale in 1997 and
1996, classified as held to maturity in 1995 consisted of:

<TABLE>
<CAPTION>
                                        1997      1996     1995
<S>                                   <C>       <C>       <C>
U.S. Treasury and Government
  Agency Securities                   $18,900   $21,963   $78,677
Municipal Bonds                        31,065    25,979
Mutual Funds investing in various
debt securities                        16,342    27,869
                                      $66,307   $75,811   $78,677
</TABLE>

Fair value exceeded cost by $319 at December 31, 1997, while
approximating cost at December 31, 1996 and 1995. The unrealized
gain at December 31, 1997, net of tax, is reported as a separate
component of stockholders' equity. Fair value for such securities is
determined based on quoted market price.

Income received from cash equivalents and investments was $3,624,
$3,740, and $1,160, in 1997, 1996, and 1995, respectively.

Inventories
Inventories consist of the following:

<TABLE>
<CAPTION>
December 31,                             1997      1996     1995
<S>                                  <C>       <C>       <C>
Finished goods                        $12,206   $18,383   $16,180
Work-in-process                        22,719    20,227    17,830
Raw materials                           9,608    10,960    13,842
                                      $44,533   $49,570   $47,852

</TABLE>

Foreign Currency Forward Contracts
As a result of selling its products in overseas markets, the Company
is exposed to the effect of foreign exchange rate fluctuations on
the U.S. dollar value of its foreign currency receivables; primary
foreign market currency exposures are in Japanese Yen, German Marks,
and British Pounds. The Company currently nets the receivables and
payables, due from subsidiaries to the Company, creating a natural
hedge against foreign currency rate fluctuations. Net receivables
are further hedged periodically through the purchase of foreign
currency put options and forward contracts. The Company marks to
market the foreign currency forward contracts and the underlying
hedged transactions at the end of each reporting period. The
realized and unrealized gains and losses resulting from the change
in foreign currency exchange rates from period to period are
included in other income in the period in which the changes occur.
Such realized and unrealized gains and losses are insignificant for
all periods presented.

The Company maintains relationships with a few major U.S. and
foreign banks and arranges foreign currency hedging products with
such banks. As of December 31, 1997, no foreign currency put options
or forward contracts were outstanding.

Notes Payable
The Company has available short-term credit facilities of
approximately $26,642 with $9,991 outstanding as of December 31,
1997. There are no compensating balance requirements. All of the
available short-term credit facilities are in foreign currencies and
are used to support the Company's foreign operations. Interest rates
are tied to prevailing national base rates, and the weighted-average
rates for 1997, 1996, and 1995 were 1.7%, 3.3%, and 3.6%,
respectively. These credit facilities are renewable annually at
various dates.


Long-Term Debt
Long-term debt consists of the following:

<TABLE>
<CAPTION>

December 31,                             1997      1996      1995
<S>                                    <C>       <C>       <C>
Capitalized lease arrangements-
various terms and interest rates       $2,154    $2,812    $2,745
Other                                               105       213
                                        2,154     2,917     2,958
Less current portion                      672     1,087     1,150
                                       $1,482    $1,830    $1,808

</TABLE>

The Company has a $10 million revolving line of credit with a major
U.S. bank. The Company can borrow at LIBOR + 1.25% or the bank's
Prime rate or the bank's "bid rate." The Company may select terms of
30, 60, 90, and 120 days for LIBOR borrowings. The revolving line of
credit carries an annual commitment fee of 1/4% on the unused
portion of the commitment. The loan agreement has current ratio and
net worth covenants. As of December 31, 1997, the Company is in
compliance with all covenants and conditions contained in the loan
agreement. The loan agreement does not require compensating
balances. The Company's revolving line of credit terminates at May
3, 1999.

Under the various long-term debt agreements consisting exclusively
of capital lease obligations, the Company is obligated to pay the
following principal amounts for each of the next five years:
                         1998        $672
                         1999        $643
                         2000        $537
                         2001        $227
                         2002        $75

Interest paid on all debt amounted to $453, $566, and $947 in 1997,
1996, and 1995, respectively.

Income Taxes
Income before income taxes is
comprised as follows:

<TABLE>
<CAPTION>
Years Ended December 31,                1997      1996      1995
<S>                                   <C>       <C>       <C>
Domestic                              $32,999   $36,468   $31,077
Foreign                                13,661     3,376     8,940
                                      $46,660   $39,844   $40,017

The components of the provision
(benefit) for income taxes
are as follows:
Years Ended December 31,                 1997      1996      1995
Current:
U.S. Federal                           $4,275    $8,183    $8,785
State                                     931     1,577     2,701
Foreign                                 7,995     2,282     3,284
                                       13,201    12,042    14,770
Deferred:
U.S. Federal                            2,107   (1,983)   (3,617)
State                                   (102)       145     (406)
Foreign                               (1,208)      (44)        58
                                          797   (1,882)   (3,965)
                                      $13,998   $10,160   $10,805

</TABLE>

Actual current tax liabilities are lower than the amounts reflected
above by the tax benefit from stock option activity of $2,576, $155,
and $841 in 1997, 1996, and 1995, respectively. The tax benefit from
stock option activity is recorded as a reduction in current income
taxes payable and an increase in additional paid-in capital.

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax
purposes. Significant components of the Company's deferred tax
liabilities and assets are as follows:

<TABLE>
<CAPTION>
December 31,                            1997      1996      1995
<S>                                  <C>       <C>       <C>
Deferred tax liabilities:
  Depreciation                       $(3,623)  $(1,910)  $(2,331)
     Total gross deferred
     tax liabilities                  (3,623)   (1,910)   (2,331)
Deferred tax assets:
  Inventory reserves and
  capitalization                        2,396     2,471     2,809
  Tax credit carryforwards              2,569     1,300
  Sale leaseback                                    456     1,057
  Intercompany transactions               833     1,247     1,816
  Foreign loss carryforwards              692       637       520
  Distributor reserves                  3,267     3,030     2,583
  Employee benefits reserves              695       592     1,102
  Other, net                              631       781     1,319
     Total gross deferred tax assets   11,083    10,514    11,206
Valuation allowance                   (3,261)   (3,608)   (5,761)
     Total deferred tax assets          7,822     6,906     5,445
     Net deferred tax assets           $4,199    $4,996    $3,114

</TABLE>

At December 31, 1997, the Company recorded valuation allowances to
reflect the estimated amount of deferred tax assets which may not be
realized from foreign loss and state tax credit carryforwards. Prior
to 1997, valuation allowances were recorded to offset deferred tax
assets which could only be realized by earning taxable income in
future years. At that time, management established the valuation
allowances because it could not be assured that such income would be
earned.


A reconciliation of the U.S. Federal statutory income tax rate to
the effective tax rate follows:

<TABLE>
<CAPTION>
                                           Percent of Pretax Income
Years Ended December 31,                   1997      1996      1995
<S>                                        <C>       <C>       <C>
U.S. Federal statutory rate                35.0%     35.0%     35.0%
State taxes, net of federal benefit         1.2       2.8       3.7
Foreign taxes in excess of (less than)
U.S. Federal statutory rate                 1.3       0.3      (0.8)
Foreign sales corporation                  (2.9)     (2.5)     (1.5)
Research and development credit            (2.0)     (0.8)
Tax exempt investment income               (1.3)     (0.7)
Research and development and minimum
tax credit carryforwards                                      (10.2)
Domestic temporary differences
not previously benefited                             (9.4)
Other                                      (1.3)      0.8       0.8
Effective tax rate                         30.0%     25.5%     27.0%
</TABLE>

Undistributed earnings of foreign subsidiaries were $16,378 at
December 31, 1997. No provision for U.S. tax has been made on these
undistributed earnings as they are intended to be permanently
reinvested or will be remitted substantially free of additional tax.

Certain foreign subsidiaries have net operating loss carryforwards
totaling $996, of which virtually all can be carried forward
indefinitely. The Company has state tax credit carryforwards
totaling $2,569 which expire at various dates beginning in 2009.

Net income taxes paid amounted to $5,773, $12,987, and $8,970 in
1997, 1996, and 1995, respectively.




Stockholders' Equity-Share amounts in thousands
The Company adopted an Incentive Stock Plan in 1981 which was
amended and restated in 1983. Under this plan, options were granted
to key employees, subject to certain limitations to purchase an
aggregate of 3,167 shares of common stock at not less than the fair
market value on the date of the grant. All options under the plan
must be exercised within ten years from the date of the grant. This
plan expired in 1993, and no further options will be granted under
this plan. However, all options outstanding under this plan will
continue to have full force and effect in accordance with their
terms.

In 1993, the Company adopted the 1993 Stock Incentive Plan. This
plan is intended to benefit the Company by providing an incentive to
certain key employees, directors, and consultants. The aggregate
number of shares which may be issued under this plan shall not
exceed 5,889 shares, including 1,614 shares available from the 1981
Plan. This plan is administered by a committee of the Board of
Directors. The option price per share shall be fixed by the
committee, but in no event shall the option price per share be less
than the fair market value on the date of the grant. The committee
also determines the date on which granted options will become
exercisable, although all options under this plan must be exercised
within ten years from the date of grant.

As of December, 1996, the Company had a plan in place to purchase up
to 2,250 shares of the Company's common stock in the open market.
Purchase activity will be ongoing and timed to take advantage of
what the Company considers to be a favorable price for its stock.
The acquired shares will be used to provide shares for the employee
stock option programs.

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, Accounting for Stock-Based Compensation,
and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the
date of grant using a Black-Scholes option pricing model with the
following assumptions for 1997, 1996, and 1995, respectively: risk-
free interest rates ranging from 5.90% to 6.93%, 5.00% to 5.34%, and
5.30% to 6.12%; dividend yields of 0.0%; volatility factor of the
expected market price of the Company's common stock of 0.508; and an
expected life of an option of seven years.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option
valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Because the Company's
employee stock options have characteristics significantly different
from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's
opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

SFAS No. 123 requires the Company to present pro forma disclosures
for options granted in 1995 and thereafter. Because prior years'
awards were not included in these disclosures, they would not be
indicative of future amounts.

For purposes of pro forma disclosures, the estimated fair value of
the options was amortized to expense over the options' vesting
period. The Company's pro forma information follows:

<TABLE>
<CAPTION>
          Years Ended December 31,      1997      1996      1995
<S>                                   <C>       <C>       <C>
          Net Income
               As reported            $32,662   $29,684   $29,212
               Pro forma              $31,444   $29,202   $29,042

          Earnings per share
               Basic as reported         $.91      $.82      $.87
               Basic pro forma           $.87      $.81      $.87

               Diluted as reported       $.86      $.79      $.83
               Diluted pro forma         $.83      $.78      $.82

</TABLE>


A summary of the Company's stock option activity, and related
information follows:

<TABLE>
<CAPTION>
                                 Shares    Option Price    Weighted
                                 Under        Per          Average
                                 Option       Share     Exercise Price
<S>                              <C>       <C>             <C>
          Balance at January 1,
          1995                   2,244     $1.93 - $4.74    $2.31
          Granted                  675      3.78 - 15.55     5.87
          Exercised              (484)      1.93 -  4.74     2.68
          Canceled                (81)      2.00 -  3.78     2.81
          Balance at December 31,
          1995                   2,354      1.93 - 15.55     3.23
          Granted                  759      7.55 - 10.55     8.39
          Exercised              (176)      1.93 -  7.11     2.82
          Canceled               (273)      1.93 - 14.67     4.70
          Balance at December 31,
          1996                   2,664      2.00 - 15.55     4.57
          Granted                  913     11.33 - 23.92    14.90
          Exercised              (595)      2.00 - 14.89     3.37
          Canceled               (102)      2.07 - 11.33     7.40
          Balance at December 31,
          1997                   2,880     $2.00 -$23.92    $7.97

</TABLE>


The weighted-average fair value of options granted during 1997,
1996, and 1995 was $9.26, $7.35, and $4.68, respectively. The
weighted-average remaining contractual life for options outstanding
as of December 31, 1997, was 7.7 years.

Stock options for 836, 954, and 683 shares were exercisable at
December 31, 1997, 1996, and 1995, respectively. The weighted-
average exercise price for exercisable options was $3.23, $2.75, and
$2.52 at December 31, 1997, 1996, and 1995, respectively.

During 1989, the Board of Directors declared a dividend distribution
of one common stock purchase right for each outstanding share of
common stock. The rights are exercisable only if a person or group
acquires 20% or more of the Company's common stock or announces a
tender offer which would result in ownership by a person or group of
20% or more of the common stock. At that time, a right plus $0.1407
may be exchanged for one one-hundredth share of common stock of the
Company. Upon the acquisition of 40% or more of the Company's common
stock (unless at least 80% is acquired in a cash tender offer), the
holders of rights (other than the acquirer) will have the right to
purchase shares of the Company's common stock at half its market
value. In addition, the rights provide that upon the merger or
transfer of 50% or more of the assets or earning power of the
Company to a person who has acquired at least 20% of the common
stock, the holders of rights will have the right to purchase shares
of the acquirer's common stock at half its
market value.

The rights are subject to mandatory redemption for $0.003 per right
at the discretion of the Company's Board of Directors. All rights
expire on August 9, 1999, unless extended or redeemed by the Company
and do not have dividend or voting privileges while outstanding.

Shares used in the basic per share calculation represent weighted-
average shares in the applicable period. The additional 1,881,
1,507, and 1,815 shares used in the dilutive share calculation in
1997, 1996, and 1995, respectively, represent the dilutive effect of
employee stock options.


Commitments
Approximate aggregate future commitments under noncancelable
operating leases, primarily for equipment and office
facilities, are summarized as follows:
                    1998                $ 2,224
                    1999                $ 1,586
                    2000                $ 1,360
                    2001                $ 824
                    2002                $ 176
Rental expense was $4,586, $4,932, and $5,352 in 1997, 1996, and
1995, respectively.




Foreign Operations, Geographic, and Segment Data
The Company operates predominately in one segment, the electronic
component industry.
The consolidated financial statements include the accounts of wholly-
owned foreign subsidiaries. Transfers of inventories to these
foreign subsidiaries are negotiated based on market prices.
The following summary, by operational area, includes both net
revenue from unaffiliated customers and transfers between geographic
areas. The Far Eastern Operations consist of activity primarily from
Japan. The United States operations include corporate activity that
benefits the Company as a whole.

<TABLE>
<CAPTION>
Years Ended December 31,                1997      1996      1995
<S>                                   <C>       <C>       <C>
Net Revenue:
  North American Operations:
     Unaffiliated customers           $86,959   $75,757   $95,667
     Foreign unaffiliated customers    27,325     5,376    17,250
     Consolidated subsidiaries         76,486    83,044    87,721
                                      190,770   164,177   200,638
  European Operations:
     Unaffiliated customers            42,455    55,679    64,794
     Consolidated subsidiaries          7,143    12,165    13,225
                                       49,598    67,844    78,019
  Far Eastern Operations:
     Unaffiliated customers            95,363    83,185    91,451
     Consolidated subsidiaries          5,545     3,632     4,037
                                      100,908    86,817    95,488
     Eliminations                    (89,174)  (98,841) (104,983)
                                     $252,102  $219,997  $269,162
Income (Loss) Before Income Taxes:
  North American Operations           $39,282   $45,920   $33,446
  European Operations                     796     1,074     5,428
  Far Eastern Operations               12,865     2,271     3,402
  Eliminations - primarily United States(6,283) (9,421)   (2,259)
                                      $46,660   $39,844   $40,017
Identifiable Assets:
  North American Operations          $258,263  $226,444  $206,405
  European Operations                  25,592    25,075    28,790
  Far Eastern Operations               42,007    32,541    43,642
  Eliminations                       (26,474)  (22,472)  (26,588)
                                     $299,388  $261,588  $252,249

</TABLE>

Employee Benefit Plans
The Company has a defined contribution plan, the Future Investment
Trust (FIT). The FIT is a 401(k) salary deferral plan and allows
eligible participating U.S. employees to defer up to 15% of their
salaries. Employee contributions are matched by the Company at a
rate of 25% of the employee's contribution. The Company's
contributions vest at 25% per year and become fully vested to the
employee after four years of service. Additional voluntary Company
contributions may be made to FIT participants' profit sharing
accounts.
The Company has a noncontributory defined benefit pension plan which
covers all eligible U.S. employees and generally provides
benefits to retired employees based on their length of service, age,
and a percentage of qualifying compensation during the final years
of employment. Contributions are intended to provide not only for
benefits attributed to service to date, but also for those expected
to be earned in the future. The Company's policy is to contribute
amounts sufficient to at least meet the Employee Retirement Income
Security Act's minimum funding requirements.
A summary of the components of net periodic pension expense follows:

<TABLE>
<CAPTION>
                                   1997           1996         1995
                                U.S. Foreign U.S. Foreign U.S.Foreign
Years Ended December 31,       Plans Plans   Plans Plans  Plans Plans
<S>                            <C>   <C>      <C>   <C>    <C>   <C>
Defined benefit pension plans:
Service cost-benefits
earned during the period       $487  $340     $478  $351   $392  $321
Interest cost on projected
benefit obligation              736   140      665   155    620   189
Net amortization              1,205    14      770    11  1,142     4
Return on plan assets         (2,048) (35)  (1,505)  (33)(1,732) (49)
Net periodic pension expense
of defined benefit plans        380   459      408   484    422   465
Defined contribution plan
- Matching FIT                  776            747          626
Total employee benefit
expense                      $1,156 $ 459   $1,155  $484 $1,048  $465

</TABLE>

Assumptions used in computing pension expense for the defined benefit
plans were as follows:

<TABLE>
<CAPTION>

                           1997           1996            1995
                        U.S. Foreign    U.S. Foreign    U.S. Foreign
                        Plans Plans     Plans  Plans    Plans   Plans
<S>                   <C>    <C>       <C>   <C>       <C>    <C>
Years Ended December 31,

Weighted-average
discount rate         7.25% 3.1%-7.0%  7.75% 2.5%-7.0%  8.5% 5.5%-7.5%
Rates of increase in
compensation levels   4.0%   3.0%     4.5%   3.0%      5.0%   4.5%
Expected long-term
rate of return on
assets                9.5% 3.0%-7.0%  9.5% 3.7%-7.0%    8.5% 4.1%-7.0%

</TABLE>


The following table sets forth the funded status and amounts
recognized in the consolidated balance sheets at December 31, 1997, 1996,
and 1995; for the Company's defined benefit pension plans:

<TABLE>
<CAPTION>

                           1997            1996            1995
                        U.S. Foreign    U.S. Foreign    U.S. Foreign
                        Plans Plans     Plans  Plans    Plans   Plans
December 31,
<S>                   <C>     <C>      <C>     <C>     <C>     <C>
Actuarial present value
of benefit obligations:

Vested benefit
obligation             $7,902 $2,456   $6,148  $2,083   $6,036 $1,879
Accumulated benefit
obligation             $8,905 $2,673   $7,351  $2,684   $7,155 $2,225
Projected benefit
obligation for services
rendered to date     $(11,054)$(3,200)$(9,439)$(3,376)$(9,208)$(3,004)
Plans assets at
fair value             13,772 1,526   12,049   1,474    9,826  1,486
Excess (shortfall)
of plan assets
over (under)
projected benefit
obligation              2,718 (1,674)   2,610  (1,902)     618 (1,518)
Unrecognized net
loss (gain)            (2,906)   148   (2,634)    330   (1,500)    28
Unrecognized prior
service cost              878           1,094            1,333
Unrecognized net
transition obligation           (22)              171             (50)
Net pension asset
(liability)             $ 690 $(1,548)  $1,070 $(1,401)   $ 451 $(1,540)

</TABLE>
U.S. plan assets consist of investments in equities, bonds, and cash
equivalents. Foreign plans' assets consist of securities, real estate,
loans, and cash equivalents.



Report of Independent Auditors
Board of Directors
Burr-Brown Corporation
We have audited the accompanying consolidated balance sheets of Burr-
Brown Corporation and Subsidiaries as of December 31, 1997, 1996,
and 1995, and the related consolidated statements of income, changes
in stockholders' equity, and cash flows for each of the three years
in the period ended December 31, 1997. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Burr-Brown Corporation and Subsidiaries at December 31,
1997, 1996, and 1995, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally
accepted accounting principles.

Tucson, Arizona
January 22, 1998,
except for the note entitled Accounting Policies-Earnings per Share,
as to which the date is
February 23, 1998



Summarized Quarterly Data (Unaudited)
The following is a summary of quarterly financial data for 1997,
1996, and 1995:

<TABLE>
<CAPTION>
                                Quarter Ended 1997
                      March 29   June 28   Sept. 27     Dec. 31
<S>                   <C>        <C>       <C>         <C>
Net revenue           $54,772    $62,505   $65,928      $68,897
Gross margin           27,372     31,268    33,259       35,128
Net income              6,572      7,747     8,554        9,789
Basic earnings per
share                     .18        .22       .24          .27
Diluted earnings
per share                 .17        .20       .22          .26

</TABLE>

<TABLE>
<CAPTION>

                                 Quarter Ended 1996
                      March 30   June 29     Sept. 28    Dec. 31
<S>                    <C>       <C>         <C>         <C>
Net revenue            $61,174   $58,181     $50,109     $50,533
Gross margin            30,677    29,754      25,092      25,246
Net income              11,598     6,607       5,700       5,779
Basic earnings
per share                  .32       .18         .16         .16
Diluted earnings
per share                  .30       .18         .15         .16

</TABLE>

<TABLE>
<CAPTION>
                                  Quarter Ended 1995
                       April 1    July 1    Sept. 30     Dec. 31
<S>                   <C>        <C>       <C>          <C>
Net revenue            $59,547   $69,594     $70,218     $69,803
Gross margin            28,186    33,798      34,411      34,510
Net income               4,657     6,845       8,287       9,423
Basic earnings
per share                  .14       .21         .25         .26
Diluted earnings
per share                  .14       .20         .24         .25

</TABLE>

The 1995, 1996, and first three quarters of 1997 earnings per share
amounts have been restated to comply with Statement of Financial
Accounting Standards No. 128, Earnings Per Share. All earnings per
share amounts have also been restated to reflect the three-for-two
stock split declared February 23, 1998.



Quarterly Market & Dividend Information
<TABLE>
<CAPTION>
                 1997 Close Quotation    1996 Close Quotation
                  1997         1997        1996        1996
                  High         Low         High        Low
<S>               <C>          <C>         <C>         <C>
First Quarter     $15 1/4      $10 7/8     $13 5/16    $7
Second Quarter     22 1/16      13          10 7/8      6 3/4
Third Quarter      25 9/16      21 1/4      9 7/16      6 3/4
Fourth Quarter     25 3/16      16 3/4      12 1/4      8 11/16
</TABLE>

The Company's common stock has been traded on the National Market
System under the symbol BBRC since March 1984. As of December 31,
1996, there were approximately 6,000 stockholders of record, which
include those listed in company records and stockholders who hold
their shares in a broker's name.

The Company has never paid any cash dividends on its common stock.
It is the present policy of the Board of Directors to retain
earnings to finance expansion of the Company's operations, and the
Company does not expect to pay dividends in the foreseeable future.


Management's Discussion and Analysis of Financial
Condition and Results of Operations

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 in
other filings by the Company with the Securities and Exchange
Commission.

1997 Compared to 1996
The Company reported 1997 revenue of $252.1 million, which was 14.6%
above 1996 revenue. All geographic regions were up over last year.
The U.S. and southeast Asia showed the most strength. Domestic sales
increased significantly, led by a strong distribution channel. Sales
into the southeast Asian (SEA) region excluding Japan more than
doubled. Japan's growth was impacted by a weakening Yen. Within
industrial market products, data and high speed products grew at a
faster rate than did linear products. Revenue from both the
communications and digital audio and video markets contributed a
larger proportion of the Company's total revenue. Revenue from the
communications market had the highest percentage increase when
compared to 1996. The percentage of revenue derived from the digital
audio and video and computer markets also increased over 1996
levels. Industrial and process control and test and instrumentation,
a market in which the Company maintains a very strong position,
accounted for slightly less than one-half of total revenues. It is
the Company's strategic intent to expand its participation in these
traditional markets while increasing its penetration of the higher
volume and faster growing communications, digital audio and video,
and computer markets.

At 50.4% of revenue, gross margin for the year was even with 1996.
Gross margin improved to 51% of revenue during the fourth quarter of
1997, reflecting a higher level of internal factory utilization and
increased operating leverage from higher total sales. Mix continues
to shift toward higher volume products with lower average selling
prices without having an adverse effect on aggregate gross margin.
Fourth quarter unit sales volume increased by 23% sequentially and
by 75% over the fourth quarter of 1996. This is consistent with the
Company's strategy to offer high performance analog and mixed signal
ICs for high volume, fast growing, emerging applications. Consistent
with past experience, like product pricing remained stable. Factory
yields remained steady at record levels for the entire year.
Reliance upon externally sourced wafers inhibited further gross
margin expansion. However, favorable foundry wafer pricing allowed
the Company to participate in higher volume applications without a
negative impact on gross margin. The Company's long term objective
for gross margin is 53% and financial plans call for further
progress toward that objective with continued revenue growth during
1998. The Company believes it can significantly expand internal
wafer fabrication capacity with relatively modest capital
investments in certain bottleneck equipment. The Company believes it
has sufficient commitments for external wafer foundry capacity to
meet its near-term requirements. Assembly and test capacity will be
expanded throughout 1998 as required by volume increases. The
Company's plan anticipates continuing gross margin improvements as
revenue growth accelerates.

Operating expenses for the year increased to $83.5 million from
$80.7 million in 1996 but declined as a percentage of sales to 33.1%
from 36.7%. The reduction in this ratio was realized exclusively in
Sales, Marketing, and General and Administrative expenses (SMG&A),
an area in which the Company continues to drive toward a lower model
level.

Investment in Research and Development (R&D) expense was increased
by $5.5 million or 19% to $34 million. A record 79 new products were
introduced during the year; the third consecutive year in which a
new record was established. Nearly half of the Company's 1997
revenue was derived from new products introduced in the last 5
years, up 20% over 1996 and nearly 70% higher than 1995. A prime
focus of the Company's new product program is to offer highly
integrated application specific standard products (ASSPs) that
target large and fast-growing markets such as broadband
communications,
digital audio and video, medical imaging, and intelligent motor
control. Much progress was made on the development of advanced
manufacturing processes including the next generation analog wafer
fabrication processes. For most of 1997, R&D spending was near the
Company's long-term objective of 14% of sales. The Company intends
to remain at that level during 1998.

SMG&A expenses declined to $49.5 million or 19.6% of sales from
$52.2 million or 23.7% in 1996. SMG&A expense declined to 17.6% of
revenue during the fourth quarter of 1997. These improvements were
the result of consolidation of selling, logistics, and
administration activity in Europe, expanded use of third party
distribution in all regions and improvements in administrative
efficiency. The Company's long term objective for SMG&A is 18% of
revenue. In order to support this objective, the Company is
continuing to consolidate all administrative, logistics, and
inventory functions in three regional service centers worldwide. The
adoption of a common worldwide information system is also expected
to reduce administrative costs. Significant progress has been made
in the adoption of this system. Implementation in all of Europe was
completed in 1997 and Asia is expected to be completed in 1998. An
anticipated increase in the proportion of large order opportunities
inherent in the strategy to bring high performance to high volume
applications also should reduce the overall cost of selling. The
increased use of the third-party distribution channel has not only
increased revenue, but has also reduced selling costs. Approximately
half of the Company's 1997 revenues were derived from this channel,
up from 40% in 1996 and 35% in 1995. Increases in sales engineering
support, marketing communications, and information systems cost is
expected to maintain SMG&A expenses at approximately 19% of sales for
most of 1998.

During 1997, the Company was able to increase its investment in R&D
by more than $5 million while reducing SMG&A spending by $3 million.
This reflects a continuing strategy to maintain a substantial level
of R&D investment as the primary driver of future revenue growth while
reducing SMG&A expenses to more competitive levels.

The Company reported 1997 operating income of $43.6 million or 17.3%
of revenue, a significant increase from $30.1 million or 13.7% of
revenue in 1996. Operating income for the fourth quarter of 1997 set
a new quarterly record both in absolute dollars and as a percent of
sales. This improvement is primarily due to improved revenue growth
and operating expense control. As compared to 1996, the Company was
able to improve operating income by 45% while devoting 19% more
resources to new product development activities. The Company's
operating profit objective is 21% and the Company expects further
progress to be made toward this objective during 1998. The Company
plans to achieve this objective through continued gross margin
expansion, by continued constraint on SMG&A expenses, and by revenue
growth. Revenue growth is expected to be driven by R&D investments,
increased penetration of traditional markets, and expanded
participation in emerging markets.

Other income and expense consists primarily of net interest income
on invested cash and gains and losses on foreign currency
transactions. Included in 1996 other income was a $7.2 million gain
realized from the sale of a subsidiary in the first quarter of that
year.

The 1997 tax rate was 30%, up from 25.5% in 1996. The increase was
due to a shift in the mix of earnings among the different tax
jurisdictions in which the Company does business and a certain one
time benefit recorded in 1996. The 1997 tax rate was less than the
U.S. federal statutory tax rate of 35% due mainly to the benefits
from a foreign sales corporation, research and development credits,
and tax exempt investment income. At December 31, 1997, based on
previous taxable income and projections for future taxable income,
management believes that with the exception of foreign loss and
state credit carryforwards for which valuation allowances have been
provided, it is more likely than not that the Company will earn
sufficient taxable income in future years to realize the recorded
deferred tax assets. Prior to 1997, valuation allowances were
recorded to offset deferred tax assets which could only be realized
by earning taxable income in future years. At that time, management
established the valuation allowances because it could not be assured
that such income would be earned.

Net income for the year of $32.7 million was the highest in the
Company's history. This was up $3 million or 10% over 1996. When
excluding a $5.3 million gain realized in 1996 from the sale of a
subsidiary, net income increased by 34.2% on a consolidated revenue
gain of 14.6%. Diluted earnings per share (EPS) was $.86 for 1997,
8.9% higher than the $.79 of 1996. When excluding the $5.3 million
or $.14 per diluted share gain realized from the sale of a
subsidiary, 1997 EPS increased by 32.3%. The Company's long-term
operating objective for profit after tax is 15%.

Per share information in this Management's Discussion and Analysis
has been restated to reflect a 3-for-2 stock split effective March 1998.

1996 Compared to 1995
For the year ended December 31, 1996, revenue was $220 million
compared to revenue of $269.2 million in 1995. When excluding
revenue of a subsidiary divested in the first quarter of 1996,
revenues from ongoing operations were 10.6% lower than 1995. This
decline was the result of industry conditions which prevailed for
most of the year. The magnitude of this decline was consistent with
that reported for the industry as a whole for 1996. Customer
inventories and supply in the distribution channel remained high
throughout the year, due largely to very strong 1995 demand and
shortened lead times. Revenue declined in the third quarter and
remained stable for the remainder of the year. A recovery began in
the fourth quarter as new order bookings exceeded revenue for the
first time during the year.

The Company's core analog and mixed signal integrated circuit (IC)
products accounted for 91% of total revenue, up from 85% in 1995.
Much of this increase was the result of the divestiture of a non-
core subsidiary and represented
further progress in the strategy to become a pure analog IC company.
Over 50% of sales were derived from the markets for industrial and
process control and test and instrumentation equipment. The Company
maintained a very strong position in these markets by virtue of long
standing relationships with customers and the high performance
applications requirements in terms of precision, speed, and cost.
Sales into these markets exhibited the most stability year-to-year,
the result of a very broad customer, product, and application base.
Approximately 20% of sales were into digital audio and video
applications. Given the high consumer product content, sales into
this market were most affected by industry conditions. Further, as a
high proportion of these sales were to Japanese customers, the
significant devaluation of the Yen as compared to 1995 had some
adverse impact on dollar revenues. The telecommunications market was
the source of 15% of sales and represents an area of significant
growth opportunity for the Company. The overall growth rate of this
market is among the highest addressed by Burr-Brown, and
requirements are particularly well suited to the Company's core
competency of high performance analog and mixed signal ICs. Revenue
from this sector was relatively even with the prior year but
increased as a percent of total sales. Sales into the personal
computer and multimedia market, which accounted for only 6% of
revenue, declined from 1995 levels, again due to overall
semiconductor market conditions. The remainder of the Company's
sales were realized from a broad range of sources including military
applications and were, in total, roughly consistent with prior year
levels.

Geographically, all regions, with the notable exception of  SEA,
contributed to the overall revenue decline. The U.S. sales decline
included only a slight decrease in the domestic third-party
distribution channel. Japan sales declined as a result of conditions
in the consumer audio market and devaluation of the Yen. The
European sales decline was reflective of overall business conditions
in that region. SEA sales grew year over year as the Company
increased its penetration in the developing, faster growing markets
within the People's Republic of China and the Four Tigers countries.

Gross margin as a percent of sales improved to 50.4% in 1996 from
48.6% in 1995. Some of this improvement was due to the divestiture
of a relatively low gross margin business unit. As is characteristic
for analog ICs, exclusive of currency impacts, like product pricing
remained stable, and product mix was somewhat more favorable. More
significantly, manufacturing cost reductions and gains in efficiency
contributed to gross margin expansion despite lower revenue
levels. Product yield increased by over 10%, and manufacturing
headcount was reduced by 21%, exclusive of the impact of a
subsidiary divestiture. Much of this improvement was driven by
capital investment in factory automation. The first phase of a new
manufacturing execution system was completed with installation in
the Tucson wafer fabrication facility occurring at mid-year.
Progress was made in the standardization of test systems employed in
final test operations. The benefits of this strategy include both an
overall lower cost of ownership, due to the reduction of support
costs required, and improved yields. Throughput yields have also
benefited from process equipment upgrades in the Tucson wafer fab.
An excess of industry capacity resulted in favorable pricing on
externally sourced wafers and assembly services. Further gross
margin expansion was precluded by the loss of operating leverage due
to lower sales volume.

Total operating expenses were reduced by $9.7 million or 10.8%. R&D
spending was increased by $2.7 million or 10.6%. SMG&A spending was
reduced by $12.4 million or 19.2% as compared to 1995. This was
consistent with the Company's strategy to increase R&D investments
as the primary driver of revenue growth while reducing SMG&A
expenses in order to expand profit margins.

As a percent of revenue, R&D investments increased to 12.9% in 1996
from 9.6% in 1995. This increase was consistent with the conviction
that effective R&D spending is the critical success factor in
revenue growth and increased market penetration. This increased
spending was in the form of expanding the design and technical
staff, acquiring improved development tools, and in the development
of proprietary, next generation analog wafer fab processes. The
benefits of increased R&D investment became apparent in the
introduction of 65 new products during 1996, nearly twice the
previous record. Among these products were a number of highly
innovative application specific standard products (ASSPs) which
target the large and rapidly growing telecommunication and computer
and multimedia markets.

SMG&A expenses during 1996 were $52.2 million or 23.7% of revenue as
compared to 24.0% of revenue in 1995, despite an overall decline in
revenue. SMG&A expenses decreased by $12.4 million or 19.2% of
revenue as compared to an overall revenue decline of 18.3%.
Throughout 1996, opportunities to reduce cost in this area were
aggressively pursued. SMG&A headcount declined by 8% from 1995
levels, exclusive of the effect of the subsidiary sale. Critical to
this effort was expanded use of third party distribution and the
consolidation and increased efficiency of administrative functions.
Although the primary reason for increased use of external
distributors is revenue growth through expanded market coverage, it
also allowed for significant reductions in worldwide selling costs.

Despite lower revenue, operating profit was $30.1 million or 13.7%
of revenue. A pre-tax gain of $7.2 million was realized from the
sale of a subsidiary and included in other income. Net interest
income on invested funds was the primary source of the remaining
$2.5 million of other income.

The effective tax rate for 1996 was 25.5% compared to 27% in 1995.
Several discrete events contributed to this tax rate reduction,
including the reinstatement of the federal R&D tax credit, a tax
benefit from an investment previously written off for book purposes,
and increased use of tax advantaged instruments for invested cash.
The 1996 tax rate was less than the U.S. federal statutory rate of
35% due mainly to the reduction in deferred tax asset valuation
allowances against net deductible temporary book to tax differences.
Deferred tax valuation allowances were recorded by the Company to
offset deferred tax assets which could only be realized by earning
taxable income in future years. Management established the valuation
allowances because it could not be assured that such income would be
earned. There were no changes in 1996 to the assumptions and
methodology used in determining the valuation allowances.

Net income for 1996 was $29.7 million or 13.5% of sales as compared
to $29.2 million or 10.9% of revenue in 1995. Excluding the effect
of the one time gain from the sale of a subsidiary of $5.3 million,
net income for 1996 was $24.3 million or 11.1% of revenue, a level
slightly higher than the profitability of 1995. Diluted earnings per
share was $.79 for 1996 as compared to $.83 for the prior year, a
decline of 5.0% on a 6.2% increase in the number of shares used.

Liquidity and Capital Resources
The Company believes that its financial position as of December
31, 1997 remains very sound. Despite nearly $26 million in capital
spending and debt reduction of $4.3 million, cash, equivalents, and
investments were $99.1 million at year end, an increase of $9.7
million or 11% during the year.

Inventories declined by $5 million or 10% during the year to $44.5
million at December 31, 1997. The benefits of an inventory reduction
program which includes cost and cycle time reductions, increased use
of the distribution channel, consolidation of inventories in
regional service centers, and improvements in manufacturing planning
are continuing to yield efficiencies. The Company's expectation for
1998 is for inventory to remain relatively flat in absolute terms
and further decline as a percent of sales. Currently, annual
inventory turns are nearing 3 up from 2 at this time last year. The
Company's 1998 objective is to improve this to over 3.

During the year, net accounts receivable increased by 41%, roughly
consistent with the increase in the fourth quarter of 1997 revenue
over fourth quarter of 1996. Days sales outstanding increased to 77
days at December 31, 1997 from 74 days at the end of the prior year.
This is planned to improve in 1998 due to increased use of
distribution, improved shipment linearity, and tighter credit
control.

Capital expenditures totaled $25.6 million for 1997, $6.3 million or
20% lower than 1996. Modernization and standardization of
manufacturing equipment, capacity expansion due to increased unit
volume, next generation technology development, and development of
information systems were the primary uses of capital spending. The
Company plans to have 1998 capital expenditures within the range of
$26 million to $30 million, consisting in large part of capacity
expansion measures and improvements in computer-aided design tools.

At 1997 year end, total debt was $12.1 million of which $2.2 million
was term debt. This represented a $4.3 million decrease in total
debt over 1996. Most of this debt was held internationally and
represented an interest rate arbitrage situation for the Company.
In addition to term debt, credit facilities of approximately $36.6
million, including overdraft credit facilities, with both domestic and
international banks were available to the Company, of which approximately
$10 million or 27.3% was utilized. The current ratio improved to 2.95 in
1997 from 2.76 in 1996. The debt to equity ratio improved year over year
from .09 to .05. Stockholders' equity increased by $35.5 million or 18%
during 1997.

The Company's balance sheet continues to be strong and management
believes that it possesses more than sufficient capital resources to
meet the anticipated requirements of the next twelve months.

International markets constitute a majority of the Company's
revenue. The resulting transactions have exchange rate fluctuation
risk associated with them. The Company acts to minimize the impact
of foreign currency exchange rate transactions through natural
hedges afforded by its significant foreign operations and through
the use of financial hedges in the form of forward contracts and
option contracts. These contracts are in three primary currencies:
Japanese Yen, British Pounds, and German Marks. Exchange rate
fluctuations can also affect the Company's reported revenue as the
international subsidiaries' sales are primarily in foreign
currencies but reported in the consolidated financial statements in
U.S. dollars using weighted-average exchange rates.

The impact of inflation on the Company's financial position and
results of operations has not been significant during the three year
period ended December 31, 1997.

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.

In June 1997, the Financial Accounting Standards Board issued SFAS
No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes
standards for reporting and display of comprehensive income and its
components in the financial statements. SFAS No. 130 is effective
for fiscal years beginning after December 15, 1997. The Company is
in the process of determining its preferred format. The adoption of
SFAS No. 130 will have no impact on the Company's consolidated
results of operations, financial position, or cash flows.

In June 1997, the Financial Accounting Standards Board issued SFAS
No. 131, Disclosures about Segments of an Enterprise and Related
Information, which is effective for fiscal years beginning after
December 15, 1997. SFAS No. 131 establishes standards for the way
that public business enterprises report information about operating
segments in annual financial statements and requires that those
enterprises report selected information about operating segments in
interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. Management has not completed its review of SFAS No. 131,
but does not anticipate that the adoption of this statement will
have significant effect on the Company's reported segments.

Litigation
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 or results
of operations.

Business Outlook
In order to provide our shareholders with better insight to our
future plans, directions, and objectives, the following forward
looking statements are provided.

Markets: The Company intends to continue to emphasize the industrial
and process control and test and instrumentation markets in which it
holds a leadership position in order to protect and enhance market
penetration. The Company expects to hold a steady market position in
the digital audio market. In addition, it will endeavor to improve
its market position in the relatively larger and faster growth
communications, computing, and digital video/imaging markets.

Products: The Company possesses very strong core competencies in the
development, manufacture, and marketing of high performance analog
and mixed signal integrated circuits. It also maintains a strong
presence in digital audio applications. The Company believes that,
by using these capabilities to address the requirements of its
target markets, it can sustain substantial growth over the next five
years. To capitalize on rapid growth opportunities, the Company is
seeking to increase its number of product offerings and reduce the
time required to bring new products to market. The Company is also
seeking to design products for a wide customer base. Product
offerings will include both standard linear products which will
serve a wide range of market applications and, on a selective basis,
products which target specific needs of very high growth market
segments.

Gross Margin: The Company's plans call for a continually expanding
gross margin over the next five years. Product pricing is expected
to remain stable and continue to reflect the high value-added
content of these products. Accordingly, the Company's ability to
increase revenues will depend in part upon its ability to increase
unit sales volumes of existing products and to introduce and sell
new products. Increased volume and improved manufacturing efficiency
are expected to continue to reduce product costs. Some products
targeting very high volume, rapid growth applications will be
characterized by relatively lower gross margins but will require
lower levels of operating costs in contrast to products serving more
traditional markets.

Operating Expenses: In order to support acceleration of new product
development, the Company will increase its R&D expense. The Company
intends to constrain SMG&A expenses to a rate substantially lower
than that of revenue growth. The goal is continual expansion of
operating margins with sales growth while allowing for increased
research and development investment as the primary engine of that
growth.

Investments: The Company believes the growth opportunities inherent
in this strategy will require significant additions to manufacturing
capacity and technological capabilities over the next five years.
This will be met in the form of internal capital investments and
development of source of supply arrangements with third party
vendors as well as potential timely and synergistic business
acquisitions.

Factors Affecting Future Results: The foregoing plans are subject to
a number of risks and uncertainties. Factors that could materially
and adversely affect net revenue, gross margin, and profitability
include the volume and timing of orders, changes in product mix,
market acceptance of the Company's and its customers' products,
competitive pricing pressures, fluctuations in foreign currency
exchange rates, the timing of new product introductions, and
fluctuations in manufacturing yields. Average selling prices
typically decrease over the life of particular products. If the
Company is unable to introduce new products with higher average
selling prices or 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.

Frequent claims and litigation involving patents and other
intellectual property rights are common in the semiconductor
industry. The Company has in the past been, and may in the future
be, subjected to claims that the Company's products or processes
infringe the intellectual property rights of third parties. If a
third party successfully asserted such a claim and the Company could
not obtain a license on commercially reasonable terms, the Company's
operating results could be adversely affected. The Company is
subject to several risks associated with its international
operations; including unexpected changes in regulatory requirements,
delays resulting from difficulty in obtaining export licenses for
certain technology, foreign exchange fluctuations, tariffs and other
barriers and restrictions, and the burdens of complying with a
variety of foreign laws. The semiconductor industry is intensely
competitive. Many of the Company's competitors have substantially
greater financial, technical, marketing, distribution, and other
resources than the Company. In the event of a downturn in the market
for analog circuits, companies that have broader product lines may
be in a stronger competitive position than the Company. Other risks
potentially affecting future operating results are set forth in the
Company's filings with the Securities and Exchange Commission.


Five Year Financial Summary
Burr-Brown Corporation and Subsidiaries-In thousands, except per
share amounts

<TABLE>
<CAPTION>
                    1997      1996     1995       1994      1993
<S>               <C>       <C>       <C>       <C>       <C>
Net revenue       $252,102  $219,997  $269,162  $194,196  $168,577
Revenue by
geographic area:
  Foreign             66%       66%        64%       62%       64%
  Domestic            34%       34%        36%       38%       36%
Inc(dec) in rev
over prior years       15%     (18%)        39%       15%        3%
Gross margin % of
revenue                50%      50%         49%       45%       48%
Operating expenses
% of revenue           33%      37%         34%       40%       44%
Operating income
% of revenue          17%      14%         15%        5%        5%
Interest expense
% of revenue           0%       0%          0%        1%        1%
Other income %
of revenue             1%       5%          0%        0%        1%
Net income        $32,662  $29,684     $29,212    $6,465    $2,817
Basic per share
amount               $.91     $.82        $.87      $.20      $.09
Diluted per share
amount               $.86     $.79        $.83      $.20      $.09
Income tax rate       30%      25%         27%       22%       38%
Return on revenue     13%      13%         11%        3%        2%
Return on average
assets                12%      12%         15%        5%        2%
Return on average
capital employed      14%      14%         19%        6%        3%
Return on equity      14%      15%         16%        7%        4%
Total capital
employed         $251,375  220,260    $202,349  $110,055  $108,495
% of revenue         100%     100%         75%       57%       64%
Total equity     $234,916 $199,406    $179,145   $87,622   $79,551
% of revenue          93%      91%         67%       45%       47%
Basic per share
amount              $6.52    $5.54       $5.35     $2.72     $2.47
Diluted per
share amount        $6.19    $5.31       $5.07     $2.69     $2.46
Long-term debt,
less current
portion            $1,482   $1,830      $1,808    $1,839    $8,802
Total debt        $12,145  $17,450     $20,862   $19,900   $26,725
% of revenue           5%       8%          8%       10%       16%
Debt-to-equity
ratio                0.05     0.09        0.12      0.23      0.34
Total assets     $299,388 $261,588    $252,249  $143,008  $142,062
% of revenue         119%     119%         94%       73%       84%
Working capital  $114,017  $97,914    $129,908   $45,623   $49,456
% of revenue          45%      45%         48%       23%       29%
Current ratio        2.95     2.76        2.96      1.98      2.08
Capital
expenditures      $25,637  $31,919     $17,574   $12,055    $7,117
Depreciation and
amortization      $13,834  $13,272     $12,712   $10,615   $10,072
Land, building,
equipment, net    $79,466  $67,530     $51,424   $45,896   $42,427
% of revenue          32%      31%         19%       24%       25%
Average number
of employees
during the year     1,306    1,540       1,926     1,825     1,547
Revenue per
employee          $193.03  $142.86     $139.75   $106.40   $108.97
Shares used to
compute EPS
Basic shares       36,054   36,003     33,500     32,212    32,208
Diluted shares     37,935   37,510     35,315     32,620    32,347

</TABLE>

The earnings per share amounts prior to 1997 have been restated as
required to comply with Statement of Financial Accounting Standards
No. 128, Earnings Per Share and to reflect a three-for-two stock
split declared February 23, 1998. For further discussion of earnings
per share and the impact of SFAS No. 128, see the Notes to the
Consolidated Financial Statements.