Exhibit 10.8 Amendment No. 3 to Loan Agreement

               AMENDMENT NO. 3 TO LOAN AGREEMENT


   THIS AMENDMENT NO. 3 TO LOAN AGREEMENT (this "Amendment"),
is made this 2nd day of December, 1998, by and between BURR-
BROWN CORPORATION, a Delaware corporation ("Borrower"), and
WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger to
First Interstate Bank of Arizona, N.A. (the "Bank").

1. RECITALS.

   1.1 Borrower and the Bank (as successor-by-merger to First
Interstate Bank of Arizona, N.A.) are parties to that Loan
Agreement dated January 31, 1996, Amendment No. 1 to Loan
Agreement dated November 15, 1996 and Amendment No. 2 dated
December 21, 1997 (the "Loan Agreement").  Capitalized terms
used without definition herein are used with the meanings
attributed to such terms in the Loan Agreement.

   1.2 Borrower and the Bank desire to modify and amend the
Loan Agreement to provide, among other things, (a) that the
definition of Termination Date be amended, and (b) that Section
9.3 of the Loan Agreement relating to net worth be amended and
restated.

          Accordingly, in consideration of the premises and
other good and valuable consideration, the receipt and adequacy
of which are acknowledged by the parties hereto, the parties
hereto agree as follows:

2. MODIFICATION AND AMENDMENT OF LOAN AGREEMENT.

   2.1 The Loan Agreement is hereby modified and amended as
follows:

          2.1.1  DEFINITION OF "TERMINATION DATE".  The
definition of "Termination Date" set forth in Annex 1 to the
Loan Agreement is hereby amended in its entirety to read as
follows:

          '"Termination Date" means the earlier of the
following: (a) May 5, 2000 or (b) the date on which the
Revolving Commitment is terminated pursuant to subsection
10.2."'
       
          2.1.2  AMENDMENT OF SECTION 9.3.  Section 9.3 is
hereby amended in its entirety to read as follows:

          "Limitation on Net Worth.  Borrower will not permit
its Consolidated Tangible Net Worth to be less than
$225,000,000.00."
          
3. BORROWER'S REPRESENTATIONS; EFFECTIVENESS OF THIS AMENDMENT.

   Borrower represents and warrants to the Bank that:

   3.1 Immediately before and after giving effect to this
Amendment, the representations and warranties of the Borrower
in Section 7 of the Loan Agreement are true and correct as
though made on the date hereof, except for changes that are
permitted by the terms of the Loan Agreement; and

   3.2 Immediately before and after giving effect to this
Amendment, no Default and no Event of Default shall have
occurred and be continuing.

This Amendment shall become effective when the Bank and
Borrower shall each have executed and delivered to the other a
counterpart of this Amendment.

4.  ACKNOWLEDGEMENTS. Borrower and the Bank acknowledge that, as
amended hereby, the Loan Agreement remains in full force and
effect and that each reference to the Loan Agreement shall
refer to the Loan Agreement as amended hereby.  The Borrower
confirms that it will continue to comply with the covenants set
out in the Loan Agreement and the other Loan Documents, as
amended hereby, and that its representations and warranties set
out in the Loan Agreement and the other Loan Documents, as
amended hereby, are true and correct as of the date of this
Amendment in all material respects.  The Borrower further
represents and warrants that (i) the execution, delivery and
performance of this Amendment by the Borrower is within its
corporate powers and has been duly authorized by all necessary
corporate action; and (ii) this Amendment has been duly
executed and delivered by Borrower and constitutes the legal,
valid and binding obligation of Borrower enforceable against
Borrower in accordance with its terms.

5.  GENERAL.

   5.1  Borrower agrees to reimburse the Bank upon demand for
all reasonable expenses (including reasonable attorneys fees
and legal expenses) incurred by the Bank in the preparation,
negotiation and execution of this Amendment and any other
document required to be furnished herewith.

   5.2 This Amendment may be executed in as many counterparts
as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so
executed, shall be deemed an original but all such counterparts
shall constitute but one and the same instrument.

   5.3  Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction.

   5.4  This Amendment shall be governed by, and construed in
accordance with, the internal law, and not the law of
conflicts, of the State of Arizona, but giving effect to
federal laws applicable to national banks.

   5.5  This Amendment shall be binding upon and inure to the
benefit of Borrower and the Bank and their respective
successors and assigns.

   5.6  This instrument supersedes and replaces any and all
prior versions of this Amendment No. 3 to Loan Agreement.

   IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to Loan Agreement to be executed as of the day
and year first above written.


WELLS FARGO BANK,
NATIONAL ASSOCIATION

By: \s\PAUL C. HORNUNG
    -------------------
       Paul C. Hornung
       Vice President


BURR-BROWN CORPORATION

By: \s\ G. Roger Myers
    -------------------
Title: Treasurer