UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549
                              FORM 10-K
                               
(Mark One)

   [X] Annual Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934
       For the Fiscal Year Ended December 31, 1998
                               or
   [ ] Transition Report Pursuant to Section 13 or 15(d)of the
       Securities Exchange Act of 1934
       For the Transition Period from   to

                Commission File No. 0-11438

                   BURR-BROWN CORPORATION
      ------------------------------------------------------
     (Exact Name of Registrant as Specified in its Charter)

       Delaware                         86-0445468
 ----------------------        -------------------------------
(State of Incorporation)      (IRS Employer Identification No.)

                  6730 South Tucson Boulevard
                     Tucson, Arizona 85706
             ---------------------------------------
            (Address of Principal Executive Offices)

                          (520) 746-1111
                  -----------------------------
                (Registrant's Telephone Number)

  Securities registered pursuant to Section 12(g) of the Act:
                 Common Stock, $0.01 Par Value
                  -----------------------------
                        (Title of Class)

      Indicate  by  check mark whether the Registrant  (1)  has
filed  all reports required to be filed by Section 13 or  15(d)
of  the Securities Exchange Act of 1934 during the preceding 12
months  (or  for  such shorter period that the  Registrant  was
required  to  file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.

                    Yes [ X ]     No [   ]

      Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained herein,
and  will  not  be  contained,  to  the  best  of  Registrant's
knowledge,   in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or  any
amendment to this Form 10-K.
[X]

     The aggregate market value of the voting stock held by non-
affiliates of the Registrant based on the closing price  as  of
March 1, 1999 was approximately $455,518,099.

      There  were 36,702,364 shares of Burr-Brown Common  Stock
outstanding as of March 1, 1999.

              DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of  the Annual Report to Stockholders  for  the
fiscal  year ended December 31, 1998--Incorporated by reference
into Parts I, II, and IV.

      Portions  of  the  Registrant's Proxy Statement  for  the
Annual  Meeting of Stockholders to be held on April 23,  1999--
Incorporated by reference into Part III.
                               
<PAGE> 1

                            PART I
                               
This  Annual  Report  on  Form 10-K  contains  forward-looking
statements  which  involve  risks  and  uncertainties.   These
statements  are  based  on the Company's current  assumptions,
expectations  and  projections  about  the  industry  and  the
markets  in  which  the Company participates.   The  Company's
actual results could differ materially from those projected in
the forward-looking statements as a result of certain factors,
including  those  set  forth under "Risk  Factors"  below  and
elsewhere  in  this Annual Report on Form 10-K, the  materials
incorporated by reference herein, and circumstances  described
in  other  filings  by  the Company with  the  Securities  and
Exchange Commission.  The Company undertakes no obligation  to
update publicly and forward-looking statements, whether  as  a
result of new information, future events, or otherwise.


ITEM 1.  BUSINESS

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

The  Company  offers over 1,200 high performance products  that
perform  analog  signal  processing  functions  such   as   the
conditioning,  amplification, and  filtering  of  signals,  and
mixed signal processing functions such as analog-to-digital and
digital-to-analog conversion. Within its targeted markets, Burr-
Brown  emphasizes  high  performance  applications  where   its
products   are   critical  elements  of  the  overall   systems
architecture. The Company was incorporated in Arizona  in  1956
and   reincorporated  in  Delaware  in  1983.   The   Company's
management  and technical team has many years of experience  in
the  design, development, manufacture, and world-wide marketing
of  high  performance  analog  and mixed  signal  semiconductor
components,   and   in  providing  unique  and   cost-effective
solutions to the complex signal processing requirements of  its
target markets.

THE INDUSTRY
Integrated  circuits  may  be divided  into  three  categories:
analog,  digital,  and mixed signal. Digital circuits  such  as
memory devices and microprocessors, use many repetitive circuit
elements, each of which can represent the two values  ("1"  and
"0") required by the binary number system that is the basis for
most  computation.  Analog circuits, on  the  other  hand,  are
capable of representing an infinite number of values based on a
continuously varying signal. These signals typically  represent
"real world" phenomena such as temperature, pressure, position,
light,  speed,  and sound. Mixed signal circuits  are  circuits
that   employ   both  analog  and  digital  signal   processing
techniques. Analog and mixed signal circuits are used  in  most
electronic systems and major markets for such circuits  include
telecommunications, data communications, test and  measurement,
medical    instrumentation,   industrial    process    control,
manufacturing automation, digital audio and video, and personal
computers.   Typical   analog  circuits   include   operational
amplifiers,   instrumentation  amplifiers,  programmable   gain
amplifiers,    current   transmitters,    regulators,    analog
multipliers,  and  isolation amplifiers. Typical  mixed  signal
circuits   include  analog-to-digital  converters  (ADCs)   and
digital-to-analog  converters  (DACs).  The  technology  trends
driving  the  growth of digital ICs, such as increased  use  of
microprocessors,   portability,  lower  power   consumption,and
higher  speed  requirements are also driving  demand  for  high
performance  analog and mixed signal ICs. Recently,  the  rapid
growth  of  the  high  speed wired and wireless  communication,
multimedia,  portable computing, and digital  audio  and  video
markets  have  created important new growth  opportunities  for
high  performance analog and mixed signal products. IC Insights
Inc.  estimated that analog and mixed signal circuits accounted
for  17  percent  of  the  $109 billion market  for  integrated
circuits in 1998.

The  market, design, and manufacture of analog circuits  differ
from  those of digital circuits in several important  ways.  In
general, the markets for analog circuits are more diverse  than
for digital circuits, with each application requiring different
operating  specifications  relating to  resolution,  processing
linearity, speed, power, and signal amplitude. As a result, the
customers   for  analog  and  mixed  signal  circuit   products
generally  have  relatively  smaller  volume  requirements  per
application.  The  markets for analog  circuits  are  generally
fragmented,  and  competition within  those  markets  tends  to
depend   less   upon   price   and   more   upon   performance,
functionality, quality, and reliability. Analog circuits are
often  characterized  by  longer life cycles  and  more  stable
pricing  compared  to  typical  digital  circuits.  Given   the

<PAGE> 2

diversity  of  applications, analog product lines  tend  to  be
broader  and have broader customer bases than digital circuits.
This is one of the reasons for the historic stability of analog
and  mixed  signal  IC  business  as  compared  to  digital  IC
business.  Furthermore, analog product lines are  characterized
by  a  higher proportion of proprietary designs that  introduce
switching  costs  to  customers  after  design-in,  tending  to
minimize  competition  based  on  price  alone.  Computer-aided
design  and  engineering  tools, which  have  proliferated  and
enhanced the design effort for digital integrated circuits, are
less  effective for analog devices. Accordingly, analog circuit
design  has  traditionally been highly dependent on the  skills
and  experience  of  design engineers.  Also,  in  contrast  to
digital  circuits, the performance of analog circuits  is  more
dependent  on circuit design, circuit layout, and the  matching
of  circuit  elements than on the density of  circuit  elements
which requires advanced capabilities in submicron semiconductor
processes.  Consequently, the production  of  high  performance
analog  circuits  typically requires  relatively  less  capital
investment  than  the production of highly  integrated  digital
circuits.   Because analog and mixed signal circuits are  found
in  most  electronic systems, the growth in the use of  digital
systems across a broad range of applications has in turn fueled
a  growth  in the demand for analog and mixed signal integrated
circuits.

PRODUCTS
The Company operates in the electronic component industry where
its  revenue  is  derived from the sale of the  Company's  full
array of products.

The following table shows the approximate product line revenues
as a percentage of total Company revenues:

<TABLE>
<CAPTION>

     PRODUCT LINE             1998       1997     1996
     ------------             ----       ----     ----
     <S>                      <C>       <C>       <C>
     Analog Products          45.2 %    46.2 %    47.3 %
     Mixed Signal Products    50.5 %    49.0 %    45.4 %
     Other                     4.3 %     4.8 %     7.3 %

</TABLE>

Demand  for  analog circuits primarily has been driven  by  the
need  for  increased productivity manifested as  the  need  for
lower   cost,  faster,  lower  power,  smaller  size,   greater
functionality,  and  higher precision products.   Semiconductor
technology  has  provided  many  effective  solutions  to  this
demand. The availability of effective solutions has accelerated
with  the advent of more advanced digital processing. This  has
led  to  greater  use  of digital computers  or  processors  to
provide  massive computational power to control  processes  and
equipment   and   in   general,  to  greater   automation   and
productivity  in the industry. Since the early  seventies,  the
availability  of  low cost digital microprocessors,  and  later
digital  signal processing in cost-effective single chip  form,
has   enabled   an  acceleration  of  the  trend   toward   the
digitization  of  systems. This has led  to  increased  use  of
computers as embedded processors to measure, control,  monitor,
or  process electronic signals nearer or adjacent to the sensor
that  is  detecting  physical conditions. This,  in  turn,  has
created  the  need for products that enable digital  computers,
microprocessors,  and  microcontrollers,  and  digital   signal
processors (DSP's) to interact with electronic signals  derived
from  physical  or  analog phenomena.  Burr-Brown  designs  and
manufactures  the integrated circuits that perform  the  analog
signal  conditioning and data conversion functions critical  to
this interaction.

Process   control   sensors   generate   continuously   varying
electronic  signals,  called analog or  linear  signals,  which
represent the physical phenomenon being measured or controlled.
In  many circumstances these analog signals are relatively weak
and contaminated with a large amount of electrical "noise". The
Company's  signal processing components are used to strengthen,
filter,  transmit,  and  otherwise condition  the  signal.  The
resulting signal, still in analog form, must be converted  into
a  digital  signal  before  a  computer  can  process  it.  The
Company's  ADCs  effect  this conversion.  After  the  computer
processes the digital signal, it is often necessary to  convert
the  digital signal back to analog form, and the Company's DACs
also  accomplish this reverse conversion. The resulting  analog
signal controls the process.

The  market requirements for analog signal processing and  data
conversion  products  range  from high  performance  industrial
applications   to   high  volume  consumer  applications.   The
Company's   product  strategy  has  been  to   concentrate   on
proprietary,  high  precision, high  performance  analog,  data
conversion,   and  integrated  analog/digital  (mixed   signal)
circuits.  The Company identifies significant markets in  which
new  or  enhanced high performance products of  this  type  are
required.   The Company then attempts to develop and supply  as
complete  a function as is permitted by technological and  cost
constraints.

The Company's products are generally designed into a customer's
product  and  usually remain a part of that product  throughout
its  life.   The  Company's experience has been that  there  is
generally a two to four year period before the sales  level  of
its  standard products fully matures, and the sales life of  the
products may extend from five to eight years or more 

<PAGE> 3

once they have reached mature production volumes.  Once  the  
Company's component  has  been  designed into a customer's  
product,  the  relatively  low  volume,  high  performance 
characteristics of the component  significantly  deter potential  
competitors.  As a result,  the  Company  is often a customer's  
sole or primary source for that particular component.

The   Company's  products  can  be  grouped  into   two   broad
categories:  standard  linear integrated circuits  (SLICs)  and
application  specific  standard products  (ASSPs).   SLICs  are
products that are used by a wide range of customers in a  broad
variety of applications.  It takes longer for these products to
reach  peak revenue levels, but product life cycles tend to  be
long  and  demand relatively stable.  ASSPs target the specific
application  needs  of  a more limited  customer  base.   ASSPs
represent  a  more  complete solution to  specific  application
needs,  using standard products as building blocks  to  achieve
this higher level of functional integration.  This affords  the
Company  an  opportunity to further leverage its  Research  and
Development  investment.   ASSPs generally  have  shorter  life
cycles  and a shorter time to peak revenues.  The Company  uses
ASSPs  to  target high volume applications within  all  of  its
served  markets  for communications, consumer,  computing,  and
industrial  ICs.   In  1998,  1997 and  1996,  ASSPs  generated
approximately   32  percent,  30  percent,  and   23   percent,
respectively,  of the Company's revenue.  It is  the  Company's
strategic intent to expand this to half of the total revenue by
targeting  large  and  rapidly  growing  applications  and   by
focusing more development activity on ASSPs.

ANALOG INTEGRATED CIRCUITS
The  Company's analog circuits include operational  amplifiers,
power amplifiers, instrumentation amplifiers, programmable gain
amplifiers,  isolation  amplifiers, current  transmitters,  and
other   analog  signal  processing  components.  Analog  signal
processing integrated circuits are used to process and transmit
analog  data  signals  prior  to their  conversion  to  digital
signals. These components are used in communications equipment,
automatic  test  equipment,  analytical  instruments,   medical
instruments   and   systems,  industrial   controls,   personal
computing, and computer peripherals.

OPERATIONAL  AMPLIFIERS. Operational  amplifiers  are  used  to
detect  and  amplify weak (low level) analog  signals  and  are
included  in  many  systems. The operational amplifier  is  the
fundamental  building  block  in  analog  and  digital  systems
design.   In  addition to amplification, operational amplifiers
can  perform  mathematical functions such  as  integration  and
differentiation.  The  Company's high  performance  operational
amplifiers  are generally capable of amplifying typical  analog
signals in the micro-volt range up to 100,000 times and provide
ultra-low  drift, low bias current, low noise, high  bandwidth,
and  fast  settling time.  Certain models provide high  voltage
and   high  current,  or  high  speed  operation  for   special
applications.  These high performance amplifiers  are  required
to  treat signals generated in numerous applications, including
satellite  and  cable  TV  systems, audio  and  video  systems,
robotic   systems,   magnetic  resonance,  and   computer-aided
tomography (CAT) body scanning systems.

OTHER  AMPLIFIERS. The Company manufactures a number  of  other
amplifiers,  including instrumentation amplifiers, programmable
gain  amplifiers,  and  isolation amplifiers.   These  products
perform a variety of functions related to the amplification and
isolation   of  analog  signals.   Among  other   uses,   these
components  permit  the  measurement of  weak  signals  in  the
presence  of unwanted "noise" and protect sensitive instruments
from  the  effects  of  transient, high-magnitude,  potentially
damaging  voltages caused by sources such as lightning  or  the
switching of high voltage equipment.  These amplifiers are used
in  many diverse applications including temperature measurement
in   industrial  processes,  protection  of  sensitive  medical
instruments,   and   isolation   of   electrical   power   line
disturbances and faults.

OTHER SIGNAL PROCESSING AND TRANSMITTER COMPONENTS. The Company
manufactures  a  variety  of  other  analog  signal  processing
components,  including mathematical function circuits,  current
transmitters, and voltage-to-frequency converters.  Mathematical 
function circuits are  used  when  information  sought can  be  
effectively derived only through its mathematical relationship  
to  analog  signals.  Current  transmitters  send analog signal 
information from a process sensor to measurement or control 
equipment in the form of a current on the same wires that produce 
the power to the transmitter and sensor.  Voltage-to-frequency 
converters convert process signal amplitude  to  a frequency,  
making  the signal immune to electrical  noise  and permitting  
more  efficient  storage  and  processing of the information.

ISOLATION PRODUCTS.  The Company's isolation products focus  on
the design, development, production, and marketing of isolation
amplifiers, isolated digital couplers, and DC-to-DC converters.
These  products provide galvanic isolation of input and  output
signals  and thereby achieve reduced circuit noise interference
and prevent harm to people or equipment due to high voltage
transients  or  current  leakage.  The  product  line  utilizes
optical,  transformer,  and capacitive  techniques  to  produce
linear transfer functions between input and output.  In certain
products, isolated digital couplers are used in lieu  of  

<PAGE> 4

opto-couplers  in  the  galvanic isolation  of  data  signals.   
The isolation  products  are  used in industrial  process  control,
communication, and in medical instrumentation among others.

DATA CONVERSION PRODUCTS
The  Company's data conversion products are integrated  circuit
devices  used to convert analog signals to digital form  or  to
convert  digital  signals to analog form.  This  conversion  is
necessary  in  virtually  all  applications  in  which  digital
computers or processors measure and control the analog  signals
from a physical, "real world" process.

PRECISION  DATA  CONVERSION  PRODUCTS.  The  majority  of   the
Company's  mixed  signal  components revenue  is  derived  from
moderate  speed, high resolution, and high accuracy converters.
These general purpose converters are used primarily in  process
control   instrumentation,  electronic  test   instrumentation,
automatic   test  systems,  and  communications  systems.   For
example,  in a robot controller, the position of the robot  arm
must be precisely measured and manipulated. Analog signals from
the  robot's position sensors are converted by an A/D converter
for  computer processing and, in turn, a D/A converter converts
the digital control signal from the computer to analog form  to
drive the actuators and servo motors to position the robot  arm
accurately.

HIGH  SPEED DATA CONVERSION PRODUCTS. In the early 1980's,  the
Company  began developing high speed, high resolution  A/D  and
D/A  converters at speeds substantially greater  than  general-
purpose  products. These products utilize a unique  combination
of  technologies and design expertise to achieve  state-of-the-
art performance. High speed converters are used in a variety of
applications  such  as wireless communications  systems,  image
processing,  digital  oscilloscopes,  ultrasound,  radar,   and
sonar, as well as the front end of other advanced systems using
digital signal processing (DSP) technology.

DIGITAL  AUDIO  AND  VIDEO  PRODUCTS.  The  Company's digital
audio  and  video  products  focus  on  the   design,
manufacturing,  and marketing of high precision,  single  chip,
digital-to-analog  converters,  analog-to-digital   converters,
codecs,  and  video signal processing devices for  the  digital
audio  and  video market. The Company believes that  Burr-Brown
was  the  first  company to introduce such audio products  into
this  marketplace and is currently one of  the largest merchant
market  suppliers of  such  devices worldwide. One  product,  a
pulse-code-modulated  ("PCM")  conversion  device,   plays   an
essential  role in digital audio systems, such as compact  disc
("CD")  players, that use laser technology to achieve  improved
audio   reproduction   performance.  The  Company's   component
converts  the  digital  signals for each  stereo  channel  into
audio.  Several generations of products of this type have  been
developed  and  introduced for use in  digital  audio  systems.
Involvement  in  the CD market also helped the Company's  early
entry  into  the  Digital Versatile Disk (DVD)  and  multimedia
markets.  Burr-Brown's PCM converters have  now  been  designed
into  musical  instruments, computer  games,  automobile  sound
systems,  CD-ROMs  for  multimedia applications,  set  top  box
tuners  for  cable  and satellite TV, DVD  players,  PC  add-in
cards,  camcorders,  and digital cameras.  The  Company's  high
speed  analog-to-digital converters are used in charge  coupled
device ("CCD") imaging applications such as camcorders, digital
cameras  and  scanners  to convert the  CCD  analog  signal  to
digital  for  processing in the system DSP.  In addition,  this
has  made complete "front-end" video   ASSPs, combining analog-
to-digital  with  other  circuity  to  handle  all  the  signal
processing  between  the CCD sensor and  the  system's  digital
processor.

SYSTEM PRODUCTS

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

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

<PAGE> 5

RESEARCH & DEVELOPMENT
Digital  circuits have an exceptional amount of  repetition  of
circuit  elements and are highly dependent upon the ability  to
produce  chips  with  very  high  circuit  element  density  to
minimize chip size and cost, and maximize speed.  This type  of
wafer  processing of extremely small dimensions  leads  to  the
need   for   state-of-the-art,  comparatively  costly   capital
investment in wafer fabrication facilities.

Analog  circuits,  on the other hand, require  the  ability  to
accurately  match  and place transistors with  respect  to  one
another.  In addition, analog circuits may require the  ability
to  handle  large  voltages and currents and therefore,  demand
relatively  large transistors and spacing dimensions.  Although
these  requirements place stringent processing requirements  on
an  analog  wafer fabrication facility, the necessary equipment
and  facilities are substantially less costly and longer  lived
than that which is required for digital circuit processing.

Analog  and mixed signal circuit design is highly dependent  on
the  skills and experience of individual design engineers,  and
Burr-Brown  believes  that its team  of  design  engineers  has
developed  extensive core strengths in high performance  analog
and  mixed  signal  integrated circuits.  Designers  of  analog
circuits  must  take  into  account complex  interrelationships
between  the  manufacturing process, the circuit elements,  the
packaging requirements, and the customer's application, all  of
which  may  seriously  affect  the circuits'  performance.  The
number  of creative design engineers who have the training  and
the  experience  to handle these complexities is  limited.  The
Company's  ability to compete depends heavily on its  continued
introduction  of  innovative and cost effective  new  products.
Therefore,  the  Company  must  continually  invest  in  design
engineering  talent,  engineering tools, production  processes,
and test equipment.

The  Company emphasizes the development of proprietary standard
and   application  specific  products.  The  Company's  product
strategy  is  to  identify markets in which the application  of
microelectronics technology may be used to provide  competitive
advantage  for  its  customers  through  improved  methods   of
precision  measurement,  monitoring, and  controlling  physical
processes  and  conditions. Examples of these markets  include:
robotics, factory automation, process control, automatic  test,
medical instrumentation, computers, communications, and digital
audio.  Within  these  markets, the  Company  selects  specific
applications   in  which  the  Company's  unique   design   and
processing  technology will make an important  contribution  to
its  customers, often acting as the enabling technology for the
successful commercialization of end equipment.

The  Company  spent approximately $39.9 million in 1998,  $34.0
million  in  1997, and $28.5 million in 1996  for  product  and
process   development.   This  represents  an  expenditure   of
approximately 15.5 percent, 13.5 percent, and 12.9  percent  of
revenue   in   1998,   1997,  and  1996,   respectively.   (See
"Management's  Discussion and Analysis of  Financial  Condition
and  Results of Operations" in the Company's Annual  Report  to
Stockholders,  incorporated by reference  to  Item  7  of  this
report.)

The  Company introduced a record 87 new products in 1998.  Many
of  these products target emerging applications for which  high
performance  signal processing ICs are absolutely required  and
yet the cost of these ICs must be low in order to enable larger
end-market sales volumes.  By offering high performance  signal
processing ICs at an effective price, Burr-Brown has been  able
to  partner with many high-growth companies to address emerging
applications.

PATENTS AND LICENSES
The   Company   owns  approximately  160  United   States   and
international  patents  expiring from 1999  to  2017,  and  has
applications for approximately 60 additional patents pending in
the  United  States as well as patents issued  and  pending  in
several other countries. Although the Company pursues a  policy
of  maintaining a strong patent portfolio, the Company believes
that  its  success  depends primarily upon the  experience  and
creative skills of its people rather than upon the ownership of
patents. As is common in the semiconductor industry, from  time
to  time the Company has been and may in the future be notified
of claims regarding the possible infringement of patents issued
to  others, and similarly, the Company has on occasion notified
others of possible infringements of its patents.

SALES AND MARKETING

Burr-Brown markets its products in all the major markets in the
industrialized   world   through  its   direct   sales   force,
independent  sales  representatives, and  distributors.   Burr-
Brown  maintains 6 sales offices in the United States  and  has
international sales subsidiaries in France, Germany, Italy, the
Netherlands,  Switzerland,  the  United  Kingdom,  Japan,   and
Singapore.   The  Company's  direct  sales  force  is   focused
primarily  on  large corporate customers, while  the  Company's

<PAGE> 6

distributors service the needs of the Company's broad  base  of
smaller  clients.  In particular, the direct  sales  force  and
field  application engineers are focused on new  design-ins  to
enhance  the Company's long-term revenue stream.  Approximately
half  of the 1998 worldwide revenue was realized through  third
party distribution. In approximately 45 countries and the  less
significant domestic markets where the Company does not have  a
direct sales force, independent sales representatives sell  all
of  the Company's products. The majority of the Company's sales
people  hold engineering degrees and the balance have  relevant
engineering experience.

The  Company   sells its  products to a diverse  base  of  over
25,000  customers  worldwide.  Key  customers  of  the  Company
include   3COM,  Adtran,  Alcatel,  Advantest,  Beckman,   ECI,
Echostar,  Elsag  Bailey,  Ericsson, Fanuc,  Fujitsu,  Hewlett-
Packard,   Hitachi,  Honeywell,   Lucent,  Matra,   Mitsubishi,
National  Instruments, NEC, Nokia, Northern Telecom,  PairGain,
Quadrant, Sagem, Samsung, Siemens, Sony, Teradyne, Toshiba, and
Yamaha.  The  Company did not have any single customer  account
for  10  percent of sales in 1998.  The Company has  maintained
long-term  relationships with major customers in the industrial
process  control,  instrumentation, and  imaging  markets,  and
typically  serves as the sole supplier of proprietary products.
Burr-Brown  has pursued a strategy of leveraging its  strengths
in  analog signal processing and mixed signal design to develop
a  broad  line  of  standard products for  the  faster  growing
communications,  computing,  and  digital  audio  and   imaging
markets.  As a result, the Company has established key customer
relationships with leading companies in the wireless  and  high
speed  communications industry. Over 50 percent of the  revenue
in  1998 for analog and data conversion integrated circuits was
derived  from  products introduced within  the  preceding  five
years.

Sales outside the United States accounted for approximately  65
percent of total revenues in 1998, 66 percent of total revenues
in  1997,  and 66 percent of total revenue in 1996.   (See  the
note  labeled "Business Segment Data" in "Notes to Consolidated
Financial  Statements"  in  the  Company's  Annual  Report   to
Stockholders,  incorporated by reference  to  Item  8  of  this
report.)   To support its international marketing organization,
the  Company has established product development and production
facilities in Scotland and Japan.  The Company also has product
development and manufacturing at the corporate headquarters  in
Tucson, Arizona.

A  large  percentage of international sales are denominated  in
local  currencies  and the Company's foreign revenues  and  net
income   are  therefore  subject  to  currency  exchange   rate
fluctuations.  However,  the Company  borrows  funds  in  local
currencies,  maintains  a  significant  international  presence
which acts as a natural hedge, and purchases forward and option
contracts to hedge its foreign currency exposure. Some  of  the
Company's products are subject to export regulations and  other
international  trading restrictions, but the  Company  has  not
experienced  any material difficulties from these  limitations.
No   assurance  can  be  given,  however,  that  such  material
difficulties will not be experienced in the future.

BACKLOG
Burr-Brown's  products are, generally, standard  items  with  a
relatively  short  delivery cycle.  The  Company's  backlog  is
usually  three months or less of sales, although  some  portion
may  be  scheduled for delivery four to twelve months into  the
future.   Therefore,  the  order backlog  at  the  end  of  any
specific  quarter is not generally indicative of the  level  of
sales  to be expected in succeeding quarters.  It is the policy
of  the  Company to include in backlog only those  orders  that
have  firm scheduled delivery dates.  The Company's backlog  as
of  December 31, 1998, 1997, and 1996, was approximately  $46.3
million, $56.5 million, and $41.0 million, respectively.

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

The  Company  is not aware of any significant competition  from
foreign   companies  providing  analog  and   data   conversion
integrated  circuits, however, there can be no  assurance  that
foreign competitors will not enter these markets in the future.

The  Company's PCM product line does compete with several  U.S.
and foreign manufacturers of digital audio (D/A) converters for
use  in  digital  compact disc stereo systems,  and  multimedia
systems,  including  Analog Devices Inc.,  Cirrus  Logic  Inc.,
Asahi  Kasei  Micro,  Sony Electronics  Inc.,  Hitachi  America
Limited, Mitsubishi Corporation, Wolfson Microelectronics,  and
Philips Semiconductors.  Many of these competitors have greater
financial, production, and marketing resources than Burr-Brown.

<PAGE> 7

The Company believes that competition with respect to component
products  is  based primarily on design and process innovation,
product   performance  and  reliability,   technical   service,
availability of a broad range of specialized products, standard
product availability, and on price.  The Company believes  that
reliable performance and service are more important than  price
when  the  Company is the sole source of a product.   Price  is
more  of  a  competitive factor when an equivalent  product  is
available  from  other  sources, as in the  case  of  commodity
products.

MANUFACTURING
The  Company's production of integrated circuits  utilizes  in-
house   process   technologies,  externally   purchased   wafer
processing  foundry  services, and  purchased  components  that
already  incorporate  the  desired semiconductor  manufacturing
technology.    The   Company   combines   relatively    diverse
technologies  to produce the integrated circuits  necessary  to
meet  the  stringent performance requirements of its customers.
For  example, some of the Company's integrated circuit products
combine   high   precision  linear  integrated  circuit   wafer
fabrication processing with compatible laser-trimmed thin  film
technology and dielectric isolation (DI) wafer processing.

The  Company  uses several bipolar, CMOS, and BiCMOS  processes
that  provide  circuits  for  the analog  and  data  conversion
markets.   Burr-Brown  processes have the added  capability  of
making  high  quality capacitors and trimmable  resistors  that
enable  the Company to manufacture high precision products.  In
addition  to  the  processes  at  the  Company's  Tucson  wafer
fabrication  facility,  foundries are used  for  processes  not
available  internally.  Processes  currently  used  include   a
variety of CMOS processes ranging from 3 microns to 0.5 microns
for products such as amplifiers, analog-to-digital and digital-
to-analog converters, a 2 micron BiCMOS process for PCMs, DACs,
and  ADCs,  and a very high frequency bipolar process  used  for
products such as video amplifiers.

The  Company conducts electrical testing of integrated circuits
in  both  wafer and packaged form. The combination  of  various
functional  modes makes the test process for analog and  mixed-
signal  devices particularly difficult. Test operations require
the programming, maintenance, and use of sophisticated computer-
based test systems and complex automatic handling systems.  The
Company  has special screening and qualification programs  when
high  reliability  quality  grades  are  required  by  customer
specifications.

The  Company  has  integrated circuit  assembly  operations  in
Tucson.  In addition, much of the Company's assembly demand  is
met  by  using  contract assembly companies located  in  Japan,
Taiwan,  Malaysia,  Thailand, and the Philippines.  To  achieve
lower  cost without compromising high performance, the  Company
has expanded its packaging capability to include low cost multi-
chip  module  assembly  in  its Tucson manufacturing  facility.
Following  assembly,  the Company and its subsidiaries  perform
nearly all of the final testing, marking, and inspection of the
packaged units prior to shipment to customers.

The  Company has developed and implemented its Quality  Program
to focus on customer satisfaction.  The program includes annual
satisfaction  reviews  with  customers  to  assess  improvement
priorities  and  competitor comparisons.  The  Quality  Program
also   includes  Quality  System  Certification  (ISO9001),   a
comprehensive  product/process reliability monitoring  program,
and  a  stringent  Qualification Program for new  products  and
processes.  The Company has a reputation for high  quality  and
highly  reliable products as evidenced year after year  by  the
high  satisfaction ratings reported by our customers for  these
factors.

To provide  better  service  to  its  European  and  Japanese
customers and to achieve an improved competitive position,  the
Company  maintains facilities in both regions.   In  Europe,  a
product  development  and administrative  site  is  located  in
Livingston, Scotland. This facility designs integrated circuits
for  sale in Europe and for export to other markets. At the end
of  1998,  Scotland's manufacturing activities  were  moved  to
Tucson,  Arizona to consolidate manufacturing  facilities.   In
Japan,  the  Company's  Atsugi Technical  Center,  near  Tokyo,
performs  product  development,  final  product  testing,   and
quality  and  reliability testing for  the  digital  audio  and
imaging  product  line for sale in Japan and  export  to  other
markets.

The  principal  raw  materials  used  by  the  Company  in  the
manufacture  of its monolithic integrated circuits are  silicon
wafers,  chemicals  and gases used in processing  wafers,  gold
wire  and  ceramic, metal, and epoxy packages that enclose  the
chip  and  provide  the external connections for  the  circuit.
Silicon  wafers  and other raw materials may be  obtained  from
several  suppliers.   From  time to time,  particularly  during
periods  of increased industry-wide demand, silicon wafers  and
other  materials have been in short supply.  As is  typical  in
the  industry, the Company allows for a significant  period  of

<PAGE> 8

lead time  between  order and delivery of raw  materials.   In
addition, the Company sometimes enters into long term supplier-
customer relationships with key suppliers of such materials  to
mitigate possible shortage problems.

Government regulations impose various controls on the discharge
of  certain chemicals and gases into the environment that  have
been  used  in semiconductor processing.  The Company  believes
that   its   manufacturing   processes   conform   to   present
environmental  regulations but there can be no  assurance  that
future changes in such regulations will not result in increased
costs  or impede operating performance.  The Company eliminated
the  use   of  ozone-depleting chemicals in  the  manufacturing
process on December 1, 1995.

HUMAN RESOURCES
At  December  31,  1998,  the  Company  employed  1,324  people
worldwide,   including  769  employees  in  manufacturing   and
assembly,  235  employees in research and development,  204  in
sales  and marketing, and 116 in management and administration.
Many  of  the  Company's employees are highly skilled  and  the
Company's  continued  success will  depend,  in  part,  on  its
ability to attract and retain such employees, who are generally
in   great   demand.    At  times,  like  other   semiconductor
manufacturers,   the   Company  has   had   difficulty   hiring
engineering  personnel.  The Company has  never  experienced  a
work   stoppage,   no  employees  are  represented   by   labor
organizations, and the Company considers its employee relations
to be very good.

RISK FACTORS

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

POTENTIAL FLUCTUATIONS IN OPERATING AND FINANCIAL RESULTS.  The
Company's  quarterly and annual operating results are  affected
by  a  variety  of factors that could materially and  adversely
affect  revenue,  net income, gross profit, and  profitability,
including  the volume and timing of orders, changes in  product
mix,  market  acceptance of the Company's  and  its  customers'
products,   competitive  pricing  pressures,  fluctuations   in
foreign  currency  exchange rates, economic conditions  in  the
United  States  and international markets, the  timing  of  new
product   introductions,  availability  of  wafers  and   other
materials  and  services,  and  fluctuations  in  manufacturing
yields.   The  Company has experienced significant fluctuations
in  the past and may likely experience such fluctuations in the
future. The semiconductor market has historically been cyclical
and subject to significant economic downturns at various times.
During   the   second  half  of  1998,  customer   demand   for
semiconductor devices declined significantly, and the Company's
operating results for this period were adversely affected as  a
result  of  this decline in demand.  It is uncertain  what  the
level of demand will be in the future for the industry and  for
the  Company's products.  Historically, average selling  prices
in  the semiconductor industry have decreased over the life  of
particular products.  If the Company is unable to introduce new
products  with higher average selling prices or  is  unable  to
reduce manufacturing costs to offset decreases in the prices of
its existing products, the Company's operating results will  be
adversely affected.  In addition, the Company is limited in its
ability  to  reduce costs quickly in response  to  any  revenue
shortfalls.

MANUFACTURING RISKS.  The fabrication of integrated circuits is
a highly complex and precise process.  Manufacturing yields can
be  impacted by a variety of factors, many of which are outside
the  Company's  control.   A  large portion  of  the  Company's
manufacturing  costs are relatively fixed and consequently  the
number  of  shippable  die per wafer for  a  given  product  is
critical to the Company's results of operations. To the  extent
the Company does not achieve acceptable manufacturing yields or
experiences  product shipment delays, its financial  condition,
cash  flows, and results of operations would be materially  and
adversely  affected. To meet anticipated future demand  and  to
utilize  a broader range of fabrication processes, the  Company
anticipates  that  it  may need to increase  its  manufacturing
capacity  at  some  future  point.  Although  the  Company  has
internal capability to produce wafers for many of its products,
it is dependent on outside wafer fabs for a significant portion
of its wafer supply. As is typical in the semiconductor industry,  
from time to time the Company has experienced disruptions in the 
supply of processed wafers  from  external fabs due to quality  
and yield problems and capacity constraints. If these outside 
wafer foundries are not  able  to produce required supplies of 
processed wafers conforming to the Company's quality standards,  
the Company's business and relationships with its customers for 
the quantities of products produced by these foundries could be 
adversely  affected.  In addition,  the  Company  relies on 

<PAGE> 9

domestic and international subcontractors to perform assembly,  
packaging, and testing services.  Disruption of these services 
could adversely  affect the Company's operations.

INTERNATIONAL OPERATIONS.  The Company desires to  continue  to
expand its operations outside of the United States and to enter
additional   international   markets,   which   will    require
significant  management attention and financial  resources  and
subject   the  Company  further  to  the  risks  of   operating
internationally.  These  risks include  unexpected  changes  in
regulatory  requirements, delays resulting from  difficulty  in
obtaining export licenses for certain technology, tariffs,  and
other  barriers and restrictions, and the burdens of  complying
with a variety of foreign laws.  The Company is also subject to
general geopolitical risks in connection with its international
operations,  such  as  political and economic  instability  and
changes  in  diplomatic and trade relationships.  In  addition,
because   most  of  the  Company's  international   sales   are
denominated  in  foreign currencies, gains and  losses  on  the
conversion to U.S. dollars of accounts receivable, and accounts
payable arising from international operations may contribute to
fluctuations in the Company's operating results. (See  "Foreign
Currency  Risks"  in the 1998 Annual Report to Stockholders  on
page 34, which is included as Exhibit 13 to this report.)

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

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

INTELLECTUAL   PROPERTY  PROTECTION.   The  Company's   success
depends  in part on its ability to obtain patents and  licenses
and to preserve other intellectual property rights covering its
manufacturing processes, products, and development and  testing
tools. The Company seeks patent protection for those inventions
and  technologies  for  which it believes  such  protection  is
suitable  and is likely to provide a competitive advantage  for
the  Company. The process of seeking patent protection  can  be
long  and  expensive  and there can be no  assurance  that  its
current  patents or any new patents that may be issued will  be
of  sufficient  scope  or  strength to provide  any  meaningful
protection  or  any commercial advantage to  the  Company.  The
Company   may   in  the  future  be  subject  to  or   initiate
intellectual  property  litigation  in  the  United  States  or
elsewhere,   which   can  demand  significant   financial   and
management resources.

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

DEPENDENCE  ON  NEW  PRODUCTS AND NEW MARKETS.   The  Company's
success  depends  upon its ability to develop  new  analog  and
mixed  signal  products  for  existing  and  new  markets,   to
introduce  such products in a timely manner and  to  have  such
products  gain  market  acceptance.  The  development  of   new
products  is highly complex, and from time to time the  Company
has  experienced  delays  in  developing  and  introducing  new
products.   Successful  product  development  and  introduction
depends  on a number of factors,  including proper new  product
definition,  timely  completion of design and  testing  of  new
products,  achievement of acceptable manufacturing yields,  and
market acceptance of the Company's and its customers' products.
Moreover,   successful  product  design  and   development   is
dependent  on  the  Company's ability to attract,  retain,  and
motivate qualified analog design engineers, of which there is a
limited  number.   There can be no assurance that  the  Company
will  be  able to meet these challenges or adjust  to  changing
market  conditions as quickly and cost-effectively as necessary
to  compete successfully.  Due to the complexity and variety of
products  manufactured by the Company, the  limited  number  of
analog  circuit  designers  and the  limited  effectiveness  of
computer-aided design systems in the design of analog circuits,

<PAGE> 10

there  can  be no assurance that the Company will  be  able  to
successfully  develop and introduce new products  on  a  timely
basis. Although the Company seeks to design products that  have
the  potential  to  become  broadly accepted  for  high  volume
applications,  there  can  be no assurance  that  any  products
introduced by the Company will achieve such market success. The
Company's  failure  to  develop  and  introduce  new   products
successfully could materially and adversely affect its business
and operating results. The Company has targeted new markets  in
which it has relatively little experience, including the market
niches   for   wireless  applications  for  the  communications
industry,  power  management  applications  for  the  computing
industry,   and   CD-ROM,  digital  imaging,   and   PC   sound
applications  for the digital audio and video  industry.  There
can be no assurance that the Company's products will adequately
meet  the  requirements  of  such  new  markets,  or  that  the
Company's products will achieve market acceptance.

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

COMPETITION.   The   semiconductor   industry   is    intensely
competitive  and  is  characterized  by  price  erosion,  rapid
technological  change,  product  obsolescence,  and  heightened
international  competition  in  many  markets.  Many   of   the
Company's  competitors  have substantially  greater  financial,
technical,   marketing,  distribution,  and  other   resources,
broader  product lines, and longer standing relationships  with
customers than the Company.  In the event of a downturn in  the
market for analog circuits, companies that have broader product
lines  and longer standing customer relationships may be  in  a
stronger  competitive  position than the  Company.  Competitors
with  greater financial resources or broader product lines also
may have more resources than the Company to engage in sustained
price  reductions  in  the Company's primary  markets  to  gain
market share.

YEAR  2000  COMPLIANCE. The  Year 2000 issue concerns  potential
malfunctions  resulting  from computer programs using  two-digit
year  codes  in  dates  instead of four-digit  codes.  This  may
result in hardware and  software not  functioning properly before
or  following  January  1, 2000,  which may  lead  to  minor  or
significant problems associated with manufacturing, distribution  
and other business operations. For many  reasons, it is difficult 
to predict or quantify the impact that the Year 2000 problem will 
have on the Company, both before and for some period after January 
1, 2000.  Among these reasons are the lack of control over third  
party providers, the complexity of testing interconnected systems, 
and the uncertainty surrounding how other parties will deal with 
liability  issues  raised by Year 2000  failures that may  occur  
despite the Company's implementation of its initiatives.  Although 
the Company is not currently  aware  of  any  material  Year  2000   
deficiencies associated  with  its  internal systems  (that  are  
not being addressed)  or  with  respect to the adequacy of third-
party systems,  there can be no assurances, due to the complexity  
of the  Year  2000  issue, that the Company  will  not  experience
unanticipated adverse consequences or material costs caused  by
undetected  defects,  including costs of potential  litigation.
The  impact of such consequences could have a material  adverse
effect  on  the  Company's  business, financial  condition,  or
results of operations.  For more detailed information on  Burr-
Brown's  Year 2000 initiative and state of readiness,  see  the
disclosure  under the section entitled "Management's Discussion
and  Analysis of Financial Condition and Results of Operations"
on   pages  30  through  32  of  the  1998  Annual  Report   to
Stockholders, which is included as Exhibit 13 to this report.

ITEM 2.  PROPERTIES
Burr-Brown  has  manufacturing and/or technical  facilities  in
Tucson,  Arizona; Atsugi, Japan; and Livingston, Scotland.   In
1994,  Burr-Brown established business units in these locations
to  bring greater focus on their respective served markets  and
accelerate  new  product  development.   The  Company's   major
manufacturing  and  engineering facilities  and  administrative
offices are located in six company-owned buildings, aggregating
281,000  square  feet, on its 33 acre site in Tucson,  Arizona.
The  Company  also leases approximately 88,800 square  feet  in
Tucson. All of this leased space is on short term contracts  of
two  years  or  less.  The major single building lease  is  for
61,000  square  feet  and  will  expire  in  March  1999.   The
aggregate  current  gross rental for all Tucson  properties  is
approximately  $576,000  per  year.  The  Company   also   owns
approximately 120 acres of land in Tucson which is  being  held
in reserve for future expansion.

In December 1998, the Company's Scottish subsidiary purchased a
12,000  square  foot  building in  Livingston,  Scotland  which
houses  product  development and administrative  offices.   The
Scottish subsidiary also owns approximately 20 acres of land in
Livingston, Scotland. The Company's Atsugi Technical Center  in
Atsugi,  Japan, is a 44,500 square foot building  which  houses
sales,   product   testing,   and  research   and   development
activities;  the  Company  has a fifteen  year  lease  on  this

<PAGE> 11

facility  which  expires in 2001. Also, the Company  has  other
various  sales  offices that lease space under agreements  with
varying maturities.

The  Company's  Tucson, Arizona campus is part  of  the  Tucson
International Airport Superfund site.  The Company  has  agreed
with the United States Environmental Protection Agency (EPA) to
implement  site remediation actions pursuant to the  provisions
of  a  Consent  Decree  Agreement with the  EPA.   The  Company
incurred  approximately  $75,000,  $200,000,  and  $149,000  of
remediation expense in 1998, 1997, and 1996, respectively.

ITEM 3.  LEGAL PROCEEDINGS
The  Company is from time to time involved in legal proceedings
of  a  character  normally incident to its business,  including
various threatened and pending claims seeking damages from  the
Company. Such incidental litigation includes claims related  to
employment,  environmental, personal injury, contract,  product
liability, and intellectual property matters. The Company  does
not  believe that an adverse decision in any presently  pending
or threatened claim, or any amounts it would be required to pay
by  reason thereof, would have a material adverse effect on its
financial condition, cash flows, or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT
At December 31, 1998, there were four individuals designated as
executive  officers by the Board of Directors.   The  following
sets  forth  certain  information  with  regard  to  the  three
executive officers of Burr-Brown who are not  Directors:

J. Scott Blouin - Chief Financial Officer              Age 48
Mr.   Blouin  is  responsible  for  all  aspects  of  worldwide
financial  management  for the Company,  including  Accounting,
Treasury,  and Tax.  He joined Burr-Brown in 1995 as  Corporate
Controller and was promoted to CFO in 1996.  Prior to that,  he
was  employed for 17 years at Analog Devices where  he  held  a
series  of  increasingly  more senior  positions  in  financial
management.  Mr. Blouin holds a BS from the University  of  New
Hampshire and an MBA from Wake Forest University.


Kenneth G. Wolf - Executive Vice President             Age 58
Mr.  Wolf  is  responsible  for worldwide  operations  for  the
Company,  including  Fabrication  and  Technology  Development,
Assembly  and  Test Operations, Materials Management,  Quality,
and  Product Engineering.  He joined Burr-Brown in April  1997.
Previously,  he was Corporate Vice President at  Motorola  from
1965  to 1987, President and CEO of Synergy Semiconductor  from
1987  to  1992,  Vice  President and General  Manager  of  Mass
Storage and Logic Products at National Semiconductor from  1993
to  1997.   Mr.  Wolf  holds BS and MS  degrees  in  electrical
engineering from the University of Wyoming and is a graduate of
the Motorola Executive Management Institute.

Bryan Rooney - Vice President, Sales                   Age 51
Mr.  Rooney  is  responsible  for the  Company's  American  and
European  sales  operations.  He joined the  Company  in  1996.
Prior  to  joining the Company, from 1988 to 1996,  Mr.  Rooney
held  senior  management  positions  with  Brooktree  Inc.,   a
semiconductor manufacturer that is now a division of  Rockwell,
first  as  National  Sales Manager, then as Vice  President  of
Worldwide  Sales  and  finally as  the  Managing  Director  for
Europe.   Prior  to that, Mr. Rooney held management  positions
with  Silicon  Systems, Monolithic Memories, Inc.,  and  Analog
Devices.    Mr.  Rooney  holds  an  HNC  degree  in  electrical
engineering from Strathelyde University, Scotland.

<PAGE> 12

                            PART II
                               
ITEM  5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The  information  required  by this  item  is  incorporated  by
reference  to  the  section  entitled  "Quarterly  Market   and
Dividend Information" in the 1998 Annual Report to Stockholders
on page 26, which is included as Exhibit 13 to this report.

ITEM 6.  SELECTED FINANCIAL DATA
The  information  required  by this  item  is  incorporated  by
reference to the section entitled "Five Year Financial Summary"
in  the 1998 Annual Report to Stockholders on page 36, which is
included as Exhibit 13 to this report.

ITEM  7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
The  information  required  by this  item  is  incorporated  by
reference to the section entitled "Management's Discussion  and
Analysis  of Financial Condition and Results of Operations"  on
pages  27 through 35 of the 1998 Annual Report to Stockholders,
which is included as Exhibit 13 to this report.

ITEM 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The  information  required  by this  item  is  incorporated  by
reference  to the sections entitled "Interest Rate  Risks"  and
"Foreign   Currency  Risks"  in  the  1998  Annual  Report   to
Stockholders on pages 33 and 34, which is included  as  Exhibit
13 to this report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The  financial  statements and supplementary data  required  by
this  item appear in the 1998 Annual Report to Stockholders  on
pages  12 through 25, which is included as Exhibit 13  to  this
report and is incorporated herein by reference.

ITEM  9.   CHANGES  IN  AND DISAGREEMENTS WITH  ACCOUNTANTS  ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.

                           PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The  information  required  by  this  item  for  the  Company's
Directors is incorporated by reference to the section  entitled
"Election  of  Directors" on pages 4 and 5 in the  Registrant's
Proxy  Statement  for the 1999 Annual Meeting of  Stockholders.
The  information required by this item for the other  executive
officers of the Company is included at the end of Part I hereof
under the caption "Executive Officers of the Registrant."


ITEM 11.  EXECUTIVE COMPENSATION
The   information,  with  respect  to  Executive  Compensation,
appearing  under the caption "Executive Compensation and  Other
Information"  on  pages 6 through 11 of the Registrant's  Proxy
Statement  for  the  1999  Annual Meeting  of  Stockholders  is
incorporated herein by reference.

ITEM  12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND
MANAGEMENT
The information appearing under the caption "Security Ownership
of  Principal Stockholders and Management" on pages 2 and 3  of
the Registrant's Proxy Statement for the 1999 Annual Meeting of
Stockholders is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.

<PAGE> 13

                            PART IV
                               
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
                          ON FORM 8-K

a(1) Financial Statements:

     The following consolidated financial statements are
incorporated by reference under Part II, Item 8, from  the
Registrant's 1998 Annual Report to Stockholders:

                                     PAGES OF 1998 ANNUAL
                                   REPORT TO STOCKHOLDERS
                                INCORPORATED BY REFERENCE

Report of Ernst & Young LLP, Independent Auditors      25

Consolidated Statements of Income for the years ended
December 31, 1998, 1997, and 1996                      12

Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 1998, 1997,
and 1996                                               13

Consolidated Balance Sheets at December 31, 1998,
1997, and 1996                                         14

Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997, and 1996                15

Notes to Consolidated Financial Statements           16-25




                                                  Form 10-K
a(2) Financial Statement Schedules for the years      Page
ended December 31, 1998, 1997, and 1996:

     Schedule II - Valuation and Qualifying Accounts   17

All other schedules are omitted because they are not applicable
or the required information is shown in the consolidated
financial statements.

a(3) Exhibits

     3.1  Restated  Certificate  of  Incorporation   of   the
          Registrant, incorporated by reference as Exhibit 3.1 to
          the Registrant's  10-K  filing  for  the  period  ended
          December 31, 1987.  Amendment of Restated Certificate of
          Incorporation dated  May 15, 1996,  incorporated   by
          reference as Exhibit 3.1 to Registrant's 10-K filing for
          the period ended December 31, 1996.

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

     4.1  Rights  Agreement  dated July 21,  1989,  between  the
          Registrant and Valley National Bank of Arizona, incorporated by
          reference as Exhibit 4.2 to the Registrant's 10-K filing for
          the period ended December 31, 1989.
   
<PAGE> 14

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

     10.1 Registrant's  Stock Bonus  Plan.   Incorporated  by
          reference  as  Exhibit  10.7  to  the  Registrant's  10-K
          filing   for   the  period  ended  December   31,   1987.
          Amendment  thereof, dated June 27, 1989, incorporated  by
          reference  as  Exhibit  10.7  to  the  Registrant's  10-K
          filing  for the period ended December 31, 1989. Amendment
          to  Registrant's Stock Bonus Plan, naming Syrus P. Madavi
          as Co-trustee,  dated August 18, 1996,  incorporated  by
          reference  as  Exhibit 10.2 to Registrant's  10-K  filing
          for the period ended December 31, 1996.

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

     10.3 Restated  Burr-Brown Corporation Employee  Retirement
          Plan dated January 1, 1988, incorporated by reference  as
          Exhibit  10.17  to the Registrant's 10-K filing  for  the
          period  ended December 31, 1994.  Amendment  to  Employee
          Retirement  Plan  dated  July 18, 1996,  incorporated  by
          reference  as  Exhibit  10.9  to  the  Registrant's  10-K
          filing   for   the  period  ended  December   31,   1996.
          Amendment to Employee Retirement Plan dated December  18,
          1998, filed herein.

     10.4 Consent Decree filed with the United States  District
          Court  on  March 13, 1990, between the United  States  of
          America  on  behalf of the Administrator  of  the  United
          States  Environmental Protection Agency (EPA)  and  Burr-
          Brown  Corporation.  Incorporated by reference as Exhibit
          10.32  to  theRegistrant's 10-K  filing  for  the  period
          ended December 31, 1991.

     10.5 Trust  Agreement  for Future  Investment  Plan  Trust
          dated  December  1, 1998, between Burr-Brown  Corporation
          and Fidelity Management Trust Company, filed herein.

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

     10.7 Burr Brown's Cash Profit Sharing Plan dated April 21,
          1995, incorporated by reference to Exhibit 10.18  of  the
          Registrant's 10-K filing for the period ended December 31, 1995.
   
     10.8 Loan Agreement dated January 31, 1996, between Burr-
          Brown Corporation and Wells Fargo Bank, N.A., incorporated by
          reference to Exhibit 10.19 of the Registrant's 10-K filing for
          the  period  ended December 31, 1995.  Amendment  to  Loan
          Agreement dated December 2, 1998, filed herein.
     
     10.9 Burr-Brown Employee Stock Purchase Plan  dated  August
          1, 1998, incorporated by reference to Exhibit 99.8 to the
          Registrant's  Registration Statement  on  Form  S-8  filed
          with  the  Securities and Exchange Commission on  July  7,
          1998.

     13.  Portions of the Annual Report to Stockholders for the
          year  ended  December 31, 1998 are expressly  incorporated
          by  reference into this Annual Report on Form 10-K,  filed
          herein.

     21.  Subsidiaries of the Registrant, filed herein.

     23.  Consent  of  Ernst & Young LLP, Independent  Auditors,
          filed herein.

     24.  Power  of  Attorney, incorporated  by  reference  from
          page 16 hereof.

     27.  Financial Data Schedules, filed herein.

b. No  reports  on Form 8-K have been filed during  the  fourth
   quarter of 1998.

<PAGE> 15

                         SIGNATURES
Pursuant  to  the requirements of Section 13 or  15(d)  of  the
Securities  and Exchange Act of 1934, the Registrant  has  duly
caused  this  report  to  be  signed  on  its  behalf  by   the
undersigned, thereunto duly authorized.

     BURR-BROWN CORPORATION
     ----------------------
     Registrant

By:  SYRUS P. MADAVI                      Date:  March 29, 1999
     ---------------
     Syrus P. Madavi
     Chairman of the Board, President
     and Chief Executive Officer

     J. SCOTT BLOUIN                      Date:  March 29, 1999
     ---------------
     J. Scott Blouin
     Chief Financial Officer


POWER OF ATTORNEY
KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  person  whose
signature  appears  below constitutes  and  appoints  Syrus  P.
Madavi or J. Scott Blouin, his attorney-in-fact, with the power
of substitution, for him in any and all capacities, to sign any
amendments to this Report on Form 10-K, and to file  the  same,
with  the  exhibits thereto and other documents  in  connection
therewith, with the Securities and Exchange Commission,  hereby
ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.

Pursuant to the Requirements of the Securities and Exchange Act
of  1934  this  report has been signed below by  the  following
persons  on behalf of the Registrant and in the capacities  and
on the dates indicated.


Name                   Title                   Date

SYRUS P. MADAVI       Chairman of the Board,  March 29, 1999
---------------       President and Chief
Syrus P. Madavi       Executive Officer


J. SCOTT BLOUIN       Chief Financial         March 29, 1999
---------------       Officer
J. Scott Blouin

THOMAS R. BROWN, Jr.  Director                March 29, 1999
---------------
Thomas R. Brown, Jr.

FRANCIS J. AGUILAR    Director                March 29, 1999
------------------
Francis J. Aguilar

JOHN S. ANDEREGG, Jr. Director                March 29, 1999
---------------------
John S. Anderegg, Jr.

MARCELO A. GUMUCIO    Director                March 29, 1999
------------------
Marcelo A. Gumucio

<PAGE> 16

                 BURR-BROWN CORPORATION AND SUBSIDIARIES
             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                         (Thousands of dollars)
                               
              Years Ended December 31, 1998, 1997, And 1996
<TABLE>
<CAPTION>

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

1998
----
Allowance for
Doubtful Accounts  $1,025      $ 91        $( 50)      $1,066

1997
----
Allowance for
Doubtful Accounts  $1,081      $125        $(181)     $1,025

1996
----
Allowance for
Doubtful Accounts  $1,346      $ 45        $(310)     $1,081

</TABLE>

[FN]
(1)  Uncollectible accounts written off, net of recoveries.
Note:  Column E - Other is zero

<PAGE> 17