Exhibit 10.16 - Amendment to Stock Incentive Plan

                     BURR-BROWN CORPORATION
                    1993 STOCK INCENTIVE PLAN

       (As Amended and Restated through February 16, 1996)

PREAMBLE

      The  BURR-BROWN CORPORATION previously adopted the  Burr-
Brown  Research Corporation Incentive Stock Plan of  1981  that
was  amended and restated in 1983.  That plan shall be referred
to  as  the  "Original Plan."  The Burr-Brown Corporation  1993
Stock  Incentive Plan ("Plan") shall serve as the successor  to
the  Original  Plan and will become effective  as  provided  in
Section 7 of this Article One.  On February 11, 1994, the  Plan
was  amended  and  restated to (i) impose a limitation  on  the
maximum number of shares for which any one participant  in  the
Plan  may  be granted Stock Options and direct Stock  issuances
over  the  remaining  term of the Plan and  (ii)  establish  an
Automatic Option Grant Program for the non-employee members  of
the Board.


                           ARTICLE ONE
                             GENERAL

      1.  Definitions.  As used herein, the following terms have
  the meanings hereinafter set forth unless the context clearly
                   indicates to the contrary:



          1.1  "Board" shall mean the Board of Directors of the
Company.


          1.2   "Change  in  Control" shall mean  a  change  in
     ownership  or  control  of  the Company  effected  through
     either of the following transactions:

                1.2.1   any person or related group of  persons
     (other  than  the  Company or a person  that  directly  or
     indirectly controls, is controlled by, or is under  common
     control with, the Company) directly or indirectly acquires
     beneficial ownership (within the meaning of Rule 13d-3  of
     the  Securities  Exchange  Act of  1934,  as  amended)  of
     securities possessing more than fifty percent (50%) of the
     total  combined voting power of the Company's  outstanding
     securities  pursuant  to a tender or exchange  offer  made
     directly  to  the Company's stockholders which  the  Board
     does not recommend such stockholders to accept; or

                1.2.2  there is a change in the composition  of
     the  Board  over a period of twenty-four (24)  consecutive
     months  or less such that a majority of the Board  members
     (rounded up to the next whole number) ceases, by reason of
     one  or  more  proxy  contests for the election  of  Board
     members,  to  be  comprised  of  individuals  who   either
     (A)   have  been  Board  members  continuously  since  the
     beginning  of  such  period or (B) have  been  elected  or
     nominated for election as Board members during such period
     by  at least a majority of the Board members described  in
     clause  (A)  who  were still in office at  the  time  such
     election or nomination was approved by the Board.


          1.3   "Code" shall mean the Internal Revenue Code  of
1986.


          1.4   "Committee" shall mean the committee of two (2)
     or  more non-employee Board members appointed by the Board
     to administer the Plan.


          1.5   "Company" shall mean Burr-Brown Corporation,  a
Delaware corporation.


          1.6   "Corporate Transaction" shall mean any  of  the
     following  stockholder-approved transactions to which  the
     Company is a party:


               1.6.1    a   merger,  consolidation   or   other
     reorganization in which the Company is not  the  surviving
     entity, except for a transaction the principal purpose  of
     which  is  to  change the state in which  the  Company  is
     incorporated,


               1.6.2   the  sale, transfer or other disposition
     of  all  or substantially all of the assets of the Company
     in complete liquidation or dissolution of the Company, or


               1.6.3   any reverse merger in which the  Company
     is the surviving entity but in which securities possessing
     more than fifty percent (50%) of the total combined voting
     power   of   the  Company's  outstanding  securities   are
     transferred  to a person or persons different  from  those
     who held such securities immediately prior to such merger.


          1.7   "Fair  Market  Value" shall  mean  the  closing
     selling  price per share of Stock on the date in question,
     as  reported  by  the National Association  of  Securities
     Dealers  on  the Nasdaq National Market.  If there  is  no
     such reported price on the date in question, then the Fair
     Market  Value  shall be the closing selling price  on  the
     last preceding date for which such quotation exists.


          1.8   "Hostile  Take-Over" shall  mean  a  change  in
     ownership  of  the Company effected through the  following
     transaction:

                1.8.1   any person or related group of  persons
     (other  than  the  Company or a person  that  directly  or
     indirectly controls, is controlled by, or is under  common
     control with, the Company) directly or indirectly acquires
     beneficial ownership (within the meaning of Rule 13d-3  of
     the  Securities  Exchange  Act of  1934,  as  amended)  of
     securities possessing more than fifty percent (50%) of the
     total  combined voting power of the Company's  outstanding
     securities  pursuant  to a tender or exchange  offer  made
     directly  to  the Company's stockholders which  the  Board
     does not recommend such stockholders to accept, and

                1.8.2   more  than fifty percent (50%)  of  the
     securities  so  acquired in such tender or exchange  offer
     are  accepted  from holders other than  the  officers  and
     directors of the Company subject to the short-swing profit
     restrictions of Section 16 of the 1934 Act.


          1.9   "Option" shall mean an option to purchase Stock
     granted  pursuant  to the provisions of the  Discretionary
     Option Grant or Automatic Option Grant Program.


          1.10   "Optionee" shall mean any person  to  whom  an
     Option  is  granted  pursuant to the Discretionary  Option
     Grant or Automatic Option Grant Program.


          1.11   "Original  Plan"  shall  mean  the  Burr-Brown
     Research  Corporation Incentive Stock  Plan  of  1981,  as
     amended and restated in 1983.


          1.12    "Participant"  shall  mean  an  employee   or
     consultant  to  whom   Stock is  issued  pursuant  to  the
     provisions of the Stock Issuance Program.


          1.13   "Plan"  shall mean the Burr-Brown  Corporation
1993 Stock Incentive Plan.


          1.14    "Service"  shall  mean  the  performance   of
     services  on  a  periodic basis to  the  Company  (or  any
     Subsidiary corporation) in the capacity of an employee,  a
     non-employee  member  of  the board  of  directors  or  an
     independent  consultant or advisor, except to  the  extent
     otherwise  specifically provided in the applicable  Option
     or  Stock  issuance  agreement executed  pursuant  to  the
     provisions of the Plan.


          1.15   "Stock"  shall mean the Common  Stock  of  the
Company.


          1.16   "Subsidiary" or "Subsidiaries" shall mean  any
     corporation, the majority of the outstanding capital stock
     of which is owned, directly or indirectly, by the Company.


          1.17  "Take-Over Price" shall mean the greater of (a)
     the  Fair  Market Value per share of Stock subject  to  an
     outstanding  Option on the date that Option is surrendered
     to  the Company in connection with a Hostile Take-Over  or
     (b)  the  highest reported price per share of  such  Stock
     paid by the tender offeror in effecting such Hostile Take-
     Over.   However, if the surrendered Option is an incentive
     stock  option under Federal tax laws, the Take-Over  Price
     shall not exceed the clause (a) price per share.

      2.0   Purpose.   This  Plan is intended  to  benefit  the
Company  by  providing  an incentive to and  encouraging  Stock
ownership  by  key employees (including officers), non-employee
members  of  the Board and consultants of the Company  and  its
Subsidiaries;  by  providing such key  employees,  non-employee
Board  members  and consultants the opportunity  to  acquire  a
proprietary interest or to increase their proprietary  interest
in  the  Company's success; and by encouraging such individuals
to remain in the Service of the Company or its Subsidiaries.



     3.0  Structure of the Plan.


     3.1  Stock Programs.  The Plan shall be divided into three
(3) separate components:

           -     The Discretionary Option Grant Program,  under
     which  eligible individuals may, at the discretion of  the
     Committee, be granted Options to purchase shares of  Stock
     in accordance with the provisions of Article Two.

          -    The Stock Issuance Program, under which eligible
     individuals  may  be  issued  shares  of  Stock  directly,
     through  the immediate purchase of such shares at a  price
     not  less  than  eighty-five percent (85%) of  their  Fair
     Market  Value at the time of issuance, as a bonus tied  to
     the performance of services or the Company's attainment of
     financial objectives, without any cash payment required of
     the recipient.

           -    The Automatic Option Grant Program, under which
     each non-employee Board member shall automatically receive
     a  special  Option grant to purchase shares  of  Stock  in
     accordance with the provisions of Article Four.


      3.2   General  Provisions.  Unless  the  context  clearly
indicates  otherwise, the provisions of Articles One  and  Five
shall  apply to the Discretionary Option Grant, Stock  Issuance
and  Automatic  Option  Grant Programs  and  shall  accordingly
govern the interests of all individuals under the Plan.


     4.0   Administration.



      4.1   The  Discretionary Option Grant and Stock  Issuance
Programs under the Plan shall be administered by the Committee.
The  Committee shall initially have the same membership as  the
Board's  Compensation Committee.  No member  of  the  Committee
shall   be,   at   the  time  of  exercise  of  discretion   in
administering this Plan or within one (1) year prior thereto, a
person eligible for participation in the Plan or any other plan
of  the  Company  or  any  of  its Subsidiaries  entitling  the
participants therein to acquire Stock, Stock options  or  Stock
appreciation  rights of the Company or any of its Subsidiaries,
other  than  pursuant  to the Automatic Option  Grant  Program.
Members of the Committee shall serve for such term as the Board
may  determine and shall be subject to removal by the Board  at
any time.  The Committee shall have full authority, subject  to
the   express  provisions  of  the  Plan,  to  administer   the
Discretionary   Option  Grant  and  Stock  Issuance   Programs,
including authority to interpret and construe any provision  of
such programs and to adopt such rules and regulations as it may
deem  necessary  or appropriate.  Decisions  of  the  Committee
shall  be final and binding on all parties who have an interest
in  the Discretionary Option Grant or Stock Issuance Program or
any  outstanding Option grant or Stock issuance hereunder.   No
member  of the Board or the Committee shall be liable  for  any
action or determination made in good faith with respect to  the
Discretionary  Option Grant or Stock Issuance  Program  or  any
Option grant or Stock issuance under it.



     5.0  Option Grants and Stock Issuances.



     5.1    The   persons  eligible  to  participate   in   the
     Discretionary Option Grant Program under Article  Two  and
     the  Stock  Issuance Program under Article  Three  are  as
     follows:

                -     officers and other key employees  of  the
     Company (or its parent or subsidiary corporations, whether
     now  existing  or  subsequently  established)  who  render
     services  which contribute to the management,  growth  and
     financial  success  of  the Company  (or  such  parent  or
     subsidiary corporations); and

                -     those  consultants or  other  independent
     contractors  who provide valuable services to the  Company
     (or its parent or subsidiary corporations).

      Non-employee  Board  members shall  not  be  eligible  to
participate in the Discretionary Option Grant or Stock Issuance
Program  or  in  any other stock option, stock purchase,  stock
bonus,  or  other stock plan of the Company (or its  parent  or
subsidiary corporations) other than the Automatic Option  Grant
Program  under Article Four.5.3  The Committee shall have  full
authority  to determine, (i) with respect to the Option  grants
made  under  the  Discretionary  Option  Grant  Program,  which
eligible  individuals are to receive Option grants, the  number
of  shares to be covered by each such grant, the status of  the
granted Option as either an incentive stock option meeting  the
requirements of Code Sections 421 and 422 ("Incentive  Option")
or a nonstatutory option not intended to meet such requirements
("Nonstatutory  Option"),  the time  or  times  at  which  each
granted  Option is to become exercisable and the  maximum  term
for  which  the  Option may remain outstanding; and  (ii)  with
respect  to  Stock issuances under the Stock Issuance  Program,
which   eligible   individuals   are   to   be   selected   for
participation,  the  number of shares  to  be  issued  to  each
selected  individual,  the vesting  schedule  (if  any)  to  be
applicable  to  the issued shares and the consideration  to  be
paid for such shares.


     6.0  Stock.


      6.1   Stock Available.  The Stock to be issued under this
Plan  may  be either authorized but unissued shares  or  shares
issued and thereafter reacquired by the Company.  The aggregate
number of shares of Stock which may be issued pursuant to  this
Plan shall not exceed at any time 2,116,959 shares,* subject to
adjustment  from  time  to time as provided  in  paragraph  6.3
below.   Such authorized share reserve is comprised of (i)  the
number  of  shares which remained available for issuance  under
the  Original  Plan  as of the Effective  Date,  including  the
shares  of  Stock subject to the outstanding options under  the
Original Plan incorporated into this Plan and any other  shares
which  would have been available for future option grant  under
the  Original  Plan  (estimated to be 716,959  shares*  in  the
aggregate), plus (ii) an additional increase of 900,000 shares*
of Stock previously authorized by the Board and approved by the
Company's  stockholders prior to the Plan Effective  Date,  and
(iii) a further increase of 500,000 shares* of Stock authorized
by  the  Board  on  February 16, 1996  subject  to  stockholder
approval at 1996 Annual Meeting.  All issuances of Stock  under
the  Plan,  including  any  shares of  Stock  issued  upon  the
exercise  of  options  incorporated  into  the  Plan  from  the
Original  Plan, shall reduce on a one-for-one basis the  number
of  shares of Stock available for subsequent issuance under the
Plan.   Should any Option or any portion thereof be  terminated
or   canceled  for  any  reason  without  being  exercised   or
surrendered  in  accordance with Section 4 of  Article  Two  or
Section 3 of Article Four, the shares subject to the portion of
the  Option not so exercised or surrendered shall be  available
for  subsequent  Option grants or Stock  issuances  under  this
Plan.    Shares  subject  to  an  Option  or  portion   thereof
surrendered in accordance with Section 4 of Article  Two  shall
not   be  available  for  subsequent  Option  grants  or  Stock
issuances under the Plan.  If the Option price for any  Options
granted under the Plan is paid with shares of Stock or  if  any
shares  of Stock otherwise issuable under the Plan are withheld
by the Company in satisfaction of the income and employment tax
liability  incurred  in  connection  with  any  Optionee's   or
Participant's acquisition of Stock hereunder, then  the  number
of  shares of Stock available for subsequent issuance shall  be
reduced  by the gross number of shares for which the Option  is
exercised or in which the Participant vests, and not by the net
number  of  shares  actually issued  to  the  Optionee  or  the
Participant.


     6.2   In  no event may the aggregate number of  shares  of
Stock  for which any one individual participating in  the  Plan
may  be  granted  Options  and direct  Stock  issuances  exceed
900,000  shares* in the aggregate over the term  of  the  Plan.
For  purposes  of such limitation, no Option grants  or  direct
Stock  issuances made prior to January 1, 1994 shall  be  taken
into account.


      6.3   Corporate  Reorganization.  In the event  that  any
change  is  made  to  the securities issuable  under  the  Plan
(whether  by  reason of merger, consolidation,  reorganization,
recapitalization, Stock dividend, Stock split,  combination  of
shares,  exchange of shares or other change in  capitalization)
then,  subject to the provisions of Section 2 of  Article  Two,
Section  2 of Article Three and Section 3 of Article Four,  the
Committee  may  make  appropriate adjustments  in  the  maximum
number  and/or kind of securities issuable under the Plan,  the
maximum  number  and/or  kind of securities  for  which  Option
grants  and  direct  Stock issuances may be  made  to  any  one
participant  in the aggregate after December 31, 1993  and  the
number  and/or  kind of securities for which  automatic  Option
grants  are  to  be  subsequently made per  non-employee  Board
member  under the Automatic Option Grant Program  in  order  to
reflect  the  effect of such change upon the Company's  capital
structure,  and may make appropriate adjustments to the  number
and/or  kind  of securities and Option price of the  securities
subject  to each outstanding Option to prevent the dilution  of
benefits  thereunder.   The  adjustments  determined   by   the
Committee shall be final, binding and conclusive.


      6.4   Excess  Grants and Issuances.  Options to  purchase
shares  of  Stock  may be granted and shares of  Stock  may  be
issued under the Plan which are in both instances in excess  of
the  number  of  shares then available for issuance  under  the
Plan, provided any excess shares actually issued under the Plan
are held in escrow until the Company's stockholders approve  an
amendment sufficiently increasing the number of shares of Stock
available  for  issuance under the Plan.  If  such  stockholder
approval  is not obtained within twelve (12) months  after  the
date  the initial excess issuances are made, whether as  Option
grants  or  direct  Stock issuances, then (I)  any  unexercised
Options  representing such excess shall terminate and cease  to
be  exercisable and (II) the Company shall promptly  refund  to
the  Optionees  and Participants the Option or  purchase  price
paid  for any excess shares issued under the Plan and  held  in
escrow,  together with interest (at the applicable  Short  Term
Federal  Rate) for the period the shares were held  in  escrow,
and  such shares shall thereupon be automatically cancelled and
cease to be outstanding.


      6.5  Restrictions.  Shares issued under the Discretionary
Option  Grant or Stock Issuance Program may be subject to  such
restrictions   on   transfer,  repurchase   rights   or   other
restrictions as shall be determined by the Committee.


     7.0  Effective Date and Term of Plan.



      7.1  Effective Date.  The Discretionary Option Grant  and
Stock  Issuance  Programs under the Plan were  adopted  by  the
Board  on  February  11, 1994, and the date  of  such  adoption
accordingly  constitutes  the  Effective  Date  for  those  two
programs  and  the  Plan.  The Automatic Option  Grant  Program
under  the Plan was adopted by the Board on February  11,  1994
and  became effective upon approval by the stockholders at  the
1994  Annual Meeting held on April 22, 1994.  The date of  such
stockholder approval accordingly constitutes the Effective Date
of the Automatic Option Grant Program.


      7.2     Amendment.  The Plan was amended and restated  by
the  Board,  effective February 16, 1996  (the  "February  1996
Restatement")  to  increase the maximum  number  of  shares  of
Common Stock authorized for issuance over the term of the  Plan
by an additional 500,000 shares to 2,116,959 shares.*  However,
no  options or shares granted on the basis of the 500,000-share
increase   to   the  Plan  authorized  by  the  February   1996
Restatement shall become exercisable in whole or in part unless
and  until  the  February 1996 Restatement is approved  by  the
Corporation's  stockholders.  Should such stockholder  approval
not be obtained at the 1996 Annual Meeting, any options granted
on  the  basis  of  the  500,000-share  increase  to  the  Plan
authorized  by  the February 1996 Restatement  shall  terminate
without ever becoming exercisable for any of the option shares,
and  no further option grants shall be made on the basis of the
February 1996 Restatement.  However, the Plan shall continue in
full  force  and  effect  in  accordance  with  the  terms  and
provisions  in effect under the Plan immediately prior  to  the
February   1996  Restatement,  and  option  grants  and   stock
issuances  may  continue to be made under those programs  until
the  existing  share  reserve under the Plan  is  issued.   All
option  grants  made under the Plan prior to the February  1996
Restatement  shall  remain outstanding in accordance  with  the
terms  and  conditions of the respective instruments evidencing
those  options,  and nothing in the February  1996  Restatement
shall   be  deemed  to  modify  or  in  any  way  affect  those
outstanding options.


     7.3  Term of Plan.  Unless sooner terminated in accordance
with  Section  2  of Article Two, Section 2 of  Article  Three,
Section  3  of  Article Four or by the Board,  the  Plan  shall
terminate on the earlier of:

             (1)  the tenth (10th) anniversary of the Effective
     Date of the Plan; or

             (2)   the  date on which all shares available  for
     issuance  under the Plan shall have been issued  or  their
     availability  cancelled  pursuant  to  the  surrender   of
     Options granted hereunder.

           If  the date of termination is determined under  (i)
above, then Options and unvested Stock issuances outstanding on
such date shall continue to have force and effect in accordance
with  the provisions of the instruments evidencing such Options
and Stock issuances.


___________________________
*     This  number  reflects the 3-for-2  split  of  the  Stock
effected in May, 1995.

                             ARTICLE TWO

                  DISCRETIONARY OPTION GRANT PROGRAM



      1.0   Terms  and Conditions of Options.  Options  granted
pursuant  to this Discretionary Option Grant Program  shall  be
authorized by the Committee and may be either Incentive Options
or   Nonstatutory  Options.   The  granted  Options  shall   be
evidenced by instruments in such form and including such  terms
and  conditions  as  the  Committee shall  from  time  to  time
approve;  provided,  however, that each such  instrument  shall
comply with the following terms and conditions:


    1.1  Option Price.



          1.1.1   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 of a share of the optioned
Stock on the date of the Option grant.


          1.1.2   Subject  to the provisions of  Section  1  of
Article Five, the Option price shall become immediately due and
payable upon exercise of the Option and shall be payable in one
of the alternative forms specified below:

               1.1.2.1   Full payment in United States  dollars
in cash or cash equivalents;

               1.1.2.2  Full payment in shares of Stock  valued
at  Fair  Market Value on the date the Option is exercised  and
held  for  the requisite period necessary to avoid a charge  to
the Company's earnings for financial reporting purposes;

               1.1.2.3  A combination of shares of Stock valued
at  Fair  Market Value on the date the Option is exercised  and
held  for  the requisite period necessary to avoid a charge  to
the  Company's  earnings for financial reporting purposes,  and
cash  or cash equivalents, equal in the aggregate to the Option
price;

               1.1.2.4   Full  payment through a  broker-dealer
sale  and  remittance procedure pursuant to which the  Optionee
(I)  shall  provide  irrevocable  written  instructions  to   a
designated brokerage firm to effect the immediate sale  of  the
purchased  shares and remit to the Company,  out  of  the  sale
proceeds available on the settlement date, sufficient funds  to
cover  the  aggregate Option price payable  for  the  purchased
shares plus all applicable Federal, state and local income  and
employment  taxes  required to be withheld by  the  Company  in
connection  with  such purchase and (II) shall provide  written
directives to the Company to deliver the certificates  for  the
purchased  shares directly to such brokerage firm in  order  to
complete the sale transaction; or

               1.1.2.5  Such other lawful consideration as  the
Committee shall determine.


      1.2   Manner of Exercise of Options.  Each Option granted
under   the  Discretionary  Option  Grant  Program   shall   be
exercisable  at  such time or times and during such  period  as
shall  be  determined by the Committee and  set  forth  in  the
instrument evidencing such Option.  However, no Option  may  be
exercised after the expiration of ten (10) years from the  date
such  Option is granted.  During the lifetime of the  Optionee,
the Option, together with any related Stock appreciation right,
shall  be  exercisable only by the Optionee and  shall  not  be
assignable  or  transferable  by  the  Optionee  other  than  a
transfer  of  the Option by will or by the laws of descent  and
distribution  following the Optionee's death.  Options  may  be
exercised by written notice to the Company in such terms as the
Committee shall specify.




     1.3  Stockholder Rights.  An Option holder shall have none
of  the  rights  of a stockholder with respect  to  any  shares
issuable  under the Plan until such individual shall have  been
issued a stock certificate for the shares.


      1.   Dollar Limitation.  The aggregate Fair Market  Value
(determined as of the respective date or dates of grant) of the
Stock  for  which one or more Options granted to  any  employee
after  December 31, 1986 under this Plan (or any  other  option
plan  of  the Company or its parent or Subsidiary corporations)
may  for  the first time become exercisable as incentive  stock
options under the Federal tax laws during any one calendar year
shall  not  exceed  the  sum  of One Hundred  Thousand  Dollars
($100,000).  To the extent the employee holds two (2)  or  more
such Options which become exercisable for the first time in the
same   calendar   year,  the  foregoing   limitation   on   the
exercisability of such Options as incentive stock options under
the Federal tax laws shall be applied on the basis of the order
in which such Options are granted.  Should the number of shares
of   Stock  for  which  any  Incentive  Option  first   becomes
exercisable  in  any  calendar year exceed the  applicable  One
Hundred Thousand Dollar ($100,000) limitation, then the  Option
may  nevertheless be exercised in that calendar  year  for  the
excess  number  of  shares as a nonstatutory option  under  the
Federal tax laws.


     1.5  Termination of Service.


          1.5.1   Except  to the extent otherwise  provided  in
paragraph  1.5.4 below, the following provisions  shall  govern
the exercise period applicable to any outstanding Options under
this Discretionary Option Grant Program held by the Optionee at
the time of cessation of Service or death.

                -     Should  the Optionee cease to  remain  in
     Service  for  any  reason other than  death  or  permanent
     disability,  then the period during which each outstanding
     Option  held  by  such Optionee is to  remain  exercisable
     shall  be  limited to the three (3)-month period following
     the  date  of  such  cessation of Service.   However,  the
     Committee  shall  have the discretion  to  provide  for  a
     longer  post-Service exercise period (not  to  exceed  the
     expiration date of the maximum Option term) in  the  event
     the Optionee ceases Service by reason of retirement at  or
     after attainment of age sixty-five (65).


                -     In  the event such Service terminates  by
     reason of permanent disability (as defined in Code Section
     22(e)(3)) or should the Optionee die while holding one  or
     more  outstanding  Options, then the period  during  which
     each such Option is to remain exercisable shall be limited
     to  the twelve (12)-month period following the date of the
     Optionee's  cessation  of Service or  death.   During  the
     limited  exercise  period following the Optionee's  death,
     the Option may be exercised by the personal representative
     of  the  Optionee's estate or by the person or persons  to
     whom  the Option is transferred pursuant to the Optionee's
     will  or  in  accordance  with the  laws  of  descent  and
     distribution.

                -    Under no circumstances, however, shall any
     such  Option be exercisable after the specified expiration
     date of the Option term.


           1.5.2  During the post-Service exercise period,  the
Option  may not be exercised for more than the number of shares
of  Stock  in  which  the Optionee is vested  at  the  time  of
cessation of Service.  Upon the expiration of such post-Service
exercise  period  or (if earlier) upon the  expiration  of  the
Option  term,  the  Option  shall terminate  and  cease  to  be
outstanding for any vested shares for which the Option has  not
been   exercised.   However,  each  Option  shall   immediately
terminate  and  cease to be outstanding, at  the  time  of  the
Optionee's  cessation of Service, with respect to any  optioned
shares  for  which such Option is not otherwise  at  that  time
exercisable or in which the Optionee is not otherwise  at  that
time vested.


            1.5.3    Should  (i)  the  Optionee's  Service   be
terminated for misconduct (including, but not limited  to,  any
act  of  dishonesty, willful misconduct, fraud or embezzlement)
or (ii) the Optionee make any unauthorized use or disclosure of
confidential information or trade secrets of the Company or its
Subsidiaries,  then  in any such event all outstanding  Options
held  by  the  Optionee under this Discretionary  Option  Grant
Program   shall   terminate  immediately  and   cease   to   be
outstanding.


           1.5.4   The  Committee shall  have  full  power  and
authority to extend the period of time for which the Option  is
to  remain  exercisable following the Optionee's  cessation  of
Service or death from the limited post-Service exercise  period
specified  in  the  instrument evidencing such  grant  to  such
greater  period of time as the Committee shall deem appropriate
under  the  circumstances.  In no event,  however,  shall  such
Option  be exercisable after the specified expiration  date  of
the Option term.


           1.5.5  The Committee shall have complete discretion,
exercisable either at the time the Option is granted or at  any
time  the  Option remains outstanding, to permit  one  or  more
Options  granted under this Discretionary Option Grant  Program
to  be  exercised not only for the number of shares  for  which
each  such  Option is exercisable at the time of the Optionee's
cessation  of  Service  but also for  one  or  more  subsequent
installments  of purchasable shares for which the Option  would
otherwise have become exercisable had such cessation of Service
not occurred.


     2.0  Corporate Transactions/Changes in Control.


       2.1    Option  Acceleration.   Each  Option   which   is
outstanding  under this Discretionary Option Grant  Program  at
the   time  of  a  Corporate  Transaction  shall  automatically
accelerate so that each such Option shall, immediately prior to
the  specified  effective date for such Corporate  Transaction,
become  fully exercisable with respect to the total  number  of
shares  of Stock at the time subject to such Option and may  be
exercised  for all or any portion of such shares.  However,  an
outstanding  Option  under  this  Discretionary  Option   Grant
Program shall not so accelerate if and to the extent:  (i) such
Option is, in connection with the Corporate Transaction, either
to be assumed by the successor corporation or parent thereof or
to  be replaced with a comparable option to purchase shares  of
the  capital  stock  of  the successor  corporation  or  parent
thereof,  (ii)  such  Option is to  be  replaced  with  a  cash
incentive  program of the successor corporation which preserves
the  option  spread  existing at  the  time  of  the  Corporate
Transaction  and provides for subsequent payout  in  accordance
with  the  same vesting schedule applicable to such Option,  or
(iii)  the  acceleration of such Option  is  subject  to  other
limitations imposed by the Committee at the time of the  Option
grant.   The determination of option comparability under clause
(i)  above shall be made by the Committee and its determination
shall  be  final, binding and conclusive.  The Committee  shall
also  have full power and authority to grant Options under  the
Plan  which are to automatically accelerate in whole or in part
upon  the  termination of the Optionee's  Service  following  a
Corporate  Transaction,  whether  or  not  those  Options   are
otherwise  to  be  assumed or replaced in connection  with  the
consummation of such Corporate Transaction.


      2.2   Termination of Options.  Immediately following  the
consummation  of  the  Corporate Transaction,  all  outstanding
Options  under  this Discretionary Option Grant  Program  shall
terminate  and  cease to be outstanding, except to  the  extent
assumed by the successor corporation or its parent company.


      2.3   Option Adjustments.  Each outstanding Option  under
this  Discretionary Option Grant Program which  is  assumed  in
connection  with the Corporate Transaction or is  otherwise  to
continue in effect shall be appropriately adjusted, immediately
after  such Corporate Transaction, to apply and pertain to  the
number  and kind of securities which would have been issued  to
the   Option   holder,  in  consummation  of   such   Corporate
Transaction,  had such person exercised the Option  immediately
prior  to  such Corporate Transaction.  Appropriate adjustments
shall  also  be  made  to the Option price payable  per  share,
provided the aggregate Option price payable for such securities
shall  remain  the same.  In addition, the class  and  kind  of
securities  available for issuance under the Plan  on  both  an
aggregate  and per participant basis following the consummation
of the Corporate Transaction shall be appropriately adjusted.


      2.4   Change  in Control.  The Committee shall  have  the
discretionary authority, exercisable either in advance  of  any
actually-anticipated Change in Control or at  the  time  of  an
actual   Change  in  Control,  to  provide  for  the  automatic
acceleration  of  outstanding Options under this  Discretionary
Option  Grant  Program upon the occurrence  of  the  Change  in
Control.   The  Committee  shall  also  have  full  power   and
authority  to condition any such Option acceleration  upon  the
subsequent  termination  of  the Optionee's  Service  within  a
specified period following the Change in Control.


      2.5   Option  Continuation.  Any Options  accelerated  in
connection  with  the  Change  in Control  shall  remain  fully
exercisable until the expiration or sooner termination  of  the
Option term or the surrender of such Option in accordance  with
Section 4 of this Article Two.


      2.6   ISO  Limitation.  The exercisability  as  incentive
stock  options  under  the  Federal tax  laws  of  any  Options
accelerated under this Section 2 in connection with a Corporate
Transaction  or Change in Control shall remain subject  to  the
dollar limitation of paragraph 1.4 of this Article Two.


      2.7   Right to Modify Corporate Structure.  The grant  of
Options under this Plan shall in no way effect the right of the
Company to adjust, reclassify, reorganize, or otherwise  change
its  capital  or  business structure or to merge,  consolidate,
dissolve,  liquidate, sell or transfer all or any part  of  its
business or assets.


     3.0  Cancellation and New Grant of Options.  The Committee
shall  have the authority to effect, at any time and from  time
to  time, with the consent of the affected Option holders,  the
cancellation  of  any  or all outstanding  Options  under  this
Discretionary Option Grant Program and to grant in substitution
therefor  new  Options  under the Plan  covering  the  same  or
different  number  and kind of shares of Stock  but  having  an
Option  price per share not less than the Fair Market Value  of
the optioned Stock on the new grant date.


     4.0  Surrender of Options for Cash or Stock.


      4.1   Surrender  Right.   One or more  Optionees  may  be
granted  the right, exercisable upon such terms and  conditions
as  the Committee may establish, to surrender all or part of an
unexercised  Option  under  this  Discretionary  Option   Grant
Program in exchange for a distribution from the Company  in  an
amount equal to the excess of (i) the Fair Market Value (on the
Option  surrender date) of the number of shares  in  which  the
Optionee is at the time vested under the surrendered Option (or
surrendered  portion  thereof) over (ii) the  aggregate  Option
price payable for such vested shares.


     4.2  Approval. No such Option surrender shall be effective
unless it is approved by the Committee.  If the surrender is so
approved,  then  the distribution to which the  Optionee  shall
accordingly become entitled under this Section 4 may be made in
shares  of  Stock  valued at Fair Market Value  on  the  Option
surrender date, in cash or partly in shares and partly in cash,
as the Committee shall in its sole discretion deem appropriate.


      4.3  Limited Rights.  One or more officers of the Company
subject  to the short-swing profit restrictions of the  Federal
securities  laws  may, in the Committee's sole  discretion,  be
granted limited stock appreciation rights in tandem with  their
outstanding  Options  under  this  Discretionary  Option  Grant
Program.  Upon the occurrence of a Hostile Take-Over, each such
officer  holding one or more Options with such a limited  stock
appreciation right in effect for at least six (6) months  shall
have the unconditional right (exercisable for a thirty (30)-day
period following such Hostile Take-Over) to surrender each such
Option to the Company, to the extent the Option is at the  time
exercisable  for  vested shares of Stock.  In  return  for  the
surrendered  Option, the officer shall be entitled  to  a  cash
distribution from the Company in an amount equal to the  excess
of  (i) the Take-Over Price of the shares of Stock which are at
the  time  vested under each surrendered Option (or surrendered
portion) over (ii) the aggregate Option price payable for  such
vested  shares.   Such cash distribution shall be  paid  within
five (5) days following the Option surrender date.  Neither the
approval of the Committee nor the consent of the Board shall be
required  in  connection with such Option  surrender  and  cash
distribution.   The  balance  of  the  Option  (if  any)  shall
continue  in  full  force  and effect in  accordance  with  the
instrument evidencing such grant.
                          ARTICLE THREE

                     STOCK ISSUANCE PROGRAM



      1.0   Terms  and  Conditions of Direct  Stock  Issuances.
Stock  may be issued under this Stock Issuance Program,  either
through  direct and immediate purchases without any intervening
Option grants or as unvested shares issued upon the exercise of
immediately exercisable Options granted under Article Two.  The
issued  shares shall be evidenced by a Stock Issuance Agreement
("Issuance  Agreement") that complies with the following  terms
and conditions:


     1.1  Consideration.


           1.1.1  Stock drawn from the Company's authorized but
unissued  shares  of  Stock ("Newly Issued  Shares")  shall  be
issued  for one or more of the following items of consideration
which  the  Committee may deem appropriate in  each  individual
instance:

                (i)   cash  or  cash  equivalents  (such  as  a
     personal check or bank draft) paid the Company;

                (ii) a promissory note payable to the Company's
     order in one or more installments, which may be subject to
     cancellation in whole or in part upon terms and conditions
     established by the Committee; or

                (iii)     past services rendered to the Company
     or any Subsidiary.


           1.1.2   Newly  Issued  Shares  must  be  issued  for
consideration  with  a value not less than one-hundred  percent
(100%)  of the Fair Market Value of such shares at the time  of
issuance.


           1.1.3  Shares of Stock reacquired by the Company and
held  as treasury shares ("Treasury Shares") may be issued  for
such  consideration  (including one or more  of  the  items  of
consideration  specified in paragraph 1.1.1.  of  this  Article
Three)  as the Committee may deem appropriate.  Treasury Shares
may,  in  lieu of any cash consideration, be issued subject  to
such  vesting requirements tied to the Participant's period  of
future   Service  or  the  Company's  attainment  of  specified
performance  objectives as the Committee may establish  at  the
time of issuance.


     1.2  Vesting Provisions.


          (i)  The issued Stock may, in the absolute discretion
of the Committee, be fully and immediately vested upon issuance
or  may vest in one or more installments over the Participant's
period  of  Service.   The  elements of  the  vesting  schedule
applicable to any unvested shares of Stock, namely:

            (ii)     the Service period to be completed by  the
     Participant  or the performance objectives to be  achieved
     by the Company,

           (iii)      the number of installments in  which  the
     shares are to vest,

           (iv) the interval or intervals (if any) which are to
     lapse between installments, and

           (v)   the  effect which death, disability  or  other
     event  designated  by the Committee is to  have  upon  the
     vesting schedule,

shall be determined by the Committee and incorporated into  the
Issuance  Agreement executed by the Company and the Participant
at the time such unvested shares are issued.


      1.3  Stockholder Rights.  The Participant shall have full
stockholder  rights with respect to any shares of Stock  issued
to him or her under this Stock Issuance Program, whether or not
his  or  her  interest in those shares is vested.  Accordingly,
the Participant shall have the right to vote such shares and to
receive  any  regular cash dividends paid on such shares.   Any
new,  additional or different shares of Stock or other property
(including  money paid other than as a regular  cash  dividend)
which  the  Participant  may have the  right  to  receive  with
respect  to his or her unvested shares by reason of  any  Stock
dividend,  Stock  split, reclassification  of  Stock  or  other
similar change in the Company's capital structure or by  reason
of  any  Corporate  Transaction shall  be  issued,  subject  to
(i)  the  same vesting requirements applicable to  his  or  her
unvested  shares  and  (ii)  such escrow  arrangements  as  the
Committee shall deem appropriate.


     1..4  Termination of Service.


           1.4.1   Should the Participant cease  to  remain  in
Service  while  holding one or more unvested shares  of  Stock,
then  those  shares  shall be immediately  surrendered  to  the
Company  for  cancellation, and the Participant shall  have  no
further  stockholder rights with respect to those  shares.   To
the extent the surrendered shares were previously issued to the
Participant  for consideration paid in cash or cash  equivalent
(including  the Participant's purchase-money promissory  note),
the   Company   shall  repay  to  the  Participant   the   cash
consideration paid for the surrendered shares and shall  cancel
the  unpaid principal balance of any outstanding purchase-money
note  of  the  Participant  attributable  to  such  surrendered
shares.    The  surrendered  shares  may,  at  the  Committee's
discretion,  be retained by the Company as Treasury  Shares  or
may be retired to authorized but unissued share status.


           1.4.2  The Committee may in its discretion elect  to
waive  the  surrender and cancellation of one or more  unvested
shares  of  Stock (or other assets attributable thereto)  which
would  otherwise occur upon the non-completion of  the  vesting
schedule  applicable to such shares.  Such waiver shall  result
in  the immediate vesting of the Participant's interest in  the
shares  of  Stock as to which the waiver applies.  Such  waiver
may  be  effected  at  any time, whether before  or  after  the
Participant's  cessation of Service or the attainment  or  non-
attainment of the applicable performance objectives.


     2.0  Corporate Transactions/Changes in Control.



     2.1   All unvested shares of Stock outstanding under  this
Stock Issuance Program shall immediately vest in full upon  the
occurrence of a Corporate Transaction, except to the extent the
Committee  imposes limitations in the Issuance Agreement  which
preclude such accelerated vesting in whole or in part.



     2.2  The Committee shall have the discretionary authority,
exercisable  either  in  advance  of  any  actually-anticipated
Change  in  Control  or  at the time of  an  actual  Change  in
Control, to provide for the immediate and automatic vesting  of
one  or  more unvested shares of Stock outstanding  under  this
Stock  Issuance Program at the time of such Change in  Control.
The  Committee  shall  also have full power  and  authority  to
condition  any  such  accelerated vesting upon  the  subsequent
termination  of  the Participant's Service within  a  specified
period following the Change in Control.


     3.0  Transfer Restrictions/Share Escrow.


     3.1   Unvested shares may, in the Committee's  discretion,
be  held  in  escrow  by  the Company until  the  Participant's
interest in such shares vests or may be issued directly to  the
Participant   with  restrictive  legends  on  the  certificates
evidencing such unvested shares.


     3.2   The Participant shall have no right to transfer  any
unvested shares of Stock issued to him or her under this  Stock
Issuance  Program.  For purposes of this restriction, the  term
"transfer" shall include (without limitation) any sale, pledge,
assignment,  encumbrance,  gift or other  disposition  of  such
shares,  whether  voluntary  or  involuntary.   Upon  any  such
attempted  transfer, the unvested shares shall  immediately  be
cancelled,  and  neither  the  Participant  nor  the   proposed
transferee shall have any rights with respect to those  shares.
However, the Participant shall have the right to make a gift of
unvested  shares acquired under this Stock Issuance Program  to
his or her spouse or issue, including adopted children, or to a
trust  established for such spouse or issue, provided the donee
of  such shares delivers to the Company a written agreement  to
be  bound  by  all the provisions of the Plan and the  Issuance
Agreement applicable to the gifted shares.
                          ARTICLE FOUR

                 AUTOMATIC OPTION GRANT PROGRAM



     1.0  Eligibility.


      1.1   Eligible  Optionees.  The individuals  eligible  to
receive  automatic Option grants pursuant to the provisions  of
this Article Four shall be limited to (i) those individuals who
are  serving as non-employee Board members on the date  of  the
1994 Annual Stockholders Meeting and (ii) those individuals who
are first elected or appointed as non-employee Board members on
or  after  the  date  of such Annual Meeting,  whether  through
appointment   by  the  Board  or  election  by  the   Company's
stockholders.   Any  non-employee  Board  member  eligible   to
participate  in the Automatic Option Grant Program pursuant  to
the foregoing criteria shall be designated an Eligible Director
for purposes of this Article Four.


      1.2  Limitation.  Except for the Option grants to be made
pursuant  to  the  provisions of this  Automatic  Option  Grant
Program,  non-employee Board members shall not be  eligible  to
receive  any additional Option grants or Stock issuances  under
this Plan or any other stock plan of the Company (or its parent
or subsidiaries).


    2.0  Terms and Conditions of Automatic Option Grants.


      2.1  Grant Dates.  Option grants shall be made under this
Article Four on the dates specified below:



           2.1.1  Each individual who is serving as an Eligible
Director  on  the date of the 1994 Annual Stockholders  Meeting
will  automatically  be granted, on such date,  a  Nonstatutory
Option  to purchase 15,000* shares of Stock upon the terms  and
conditions of this Article Four.


           2.1.2  Each individual who first becomes an Eligible
Director  on  or  after  the date of the 1994  Annual  Meeting,
whether  through  election  by the  Company's  stockholders  or
appointment  by the Board, shall automatically be  granted,  at
the   time   of   such  initial  election  or  appointment,   a
Nonstatutory  Option to purchase 15,000* shares of  Stock  upon
the terms and conditions of this Article Four.


     2.2   The number of shares for which the automatic  Option
grants are to be made to Eligible Directors shall be subject to
periodic  adjustment pursuant to the applicable  provisions  of
paragraph 6.3 of Article One.


     2.3  Option Price.  The Option price per share of Stock of
each  automatic Option grant made under this Article Four shall
be equal to one hundred percent (100%) of the Fair Market Value
per share of Stock on the automatic grant date.


      2.4  Option Term.  Each automatic Option grant under this
Article  Four  shall  have a maximum term  of  ten  (10)  years
measured from the automatic grant date.



      2.5  Exercisability/Vesting.  Each automatic Option grant
shall be immediately exercisable for any or all of the optioned
shares.   However, any shares purchased under the Option  shall
be  subject  to repurchase by the Company, at the Option  price
paid  per share, upon the Optionee's cessation of Board service
prior  to  vesting  in  those shares  in  accordance  with  the
schedule below:



      2.5.1   Each automatic Option grant shall vest,  and  the
Company's repurchase right shall lapse, in a series of five (5)
equal  and  successive annual installments over the  Optionee's
period  of continued Service as a Board member, with the  first
such installment to vest upon Optionee's completion of one  (1)
year of Board service measured from the automatic grant date.


           2.5.2   Vesting  of  the optioned  shares  shall  be
subject  to  acceleration as provided in  paragraph  2.8.3  and
Section  3  of  this  Article Four.   In  no  event  shall  any
additional optioned shares vest after the Optionee's  cessation
of  Board  service,  except as otherwise specifically  provided
pursuant to paragraph 2.8.3 of this Article Four.


     2.6  Payment.  The Option price shall be payable in one of
the  alternative forms specified in paragraph 1.1.2 of  Article
Two.   To  the extent the Option is exercised for any  unvested
shares, the Optionee must execute and deliver to the Company  a
Stock  issuance  agreement  for  those  unvested  shares  which
provides  the  Company  with the right to  repurchase,  at  the
Option  price paid per share, any unvested shares held  by  the
Optionee  at the time of cessation of Board service  and  which
precludes the sale, transfer or other disposition of any shares
purchased  under  the Option, to the extent  those  shares  are
subject to the Company's repurchase right.


      2.7   Non-Transferability.  During the  lifetime  of  the
Optionee, the automatic Option grant, together with the limited
Stock  appreciation right pertaining to such Option,  shall  be
exercisable only by the Optionee and shall not be assignable or
transferable  other than a transfer of the Option  effected  by
will  or by the laws of descent and distribution following  the
Optionee's death.


     2.8  Termination of Board Service.


           2.8.1  Should the Optionee cease service as a  Board
member for any reason other than death or permanent disability,
while  holding  any automatic Option grant under  this  Article
Four,  then  such individual shall have a six (6)-month  period
following the date of such cessation of Board service in  which
to  exercise that Option for any or all of the optioned  shares
in  which  the Optionee is vested at the time of such cessation
of  Board  service.   However,  the  Option  shall  immediately
terminate and cease to remain outstanding, at the time of  such
cessation of Board service, with respect to any optioned shares
in  which  the  Optionee is not otherwise at that  time  vested
under that Option.


           2.8.2  Should the Optionee die within six (6) months
after  cessation  of Board service, then any  automatic  Option
grant   held  by  the  Optionee  at  the  time  of  death   may
subsequently  be  exercised, for any or  all  of  the  optioned
shares  in which the Optionee is vested at the time of  his  or
her  cessation  of  Board  service (less  any  optioned  shares
subsequently purchased by the Optionee prior to death), by  the
personal  representative of the Optionee's  estate  or  by  the
person or persons to whom the Option is transferred pursuant to
the  Optionee's will or in accordance with the laws of  descent
and distribution.  The right to exercise each such Option shall
lapse  upon  the  expiration of the  twelve  (12)-month  period
measured from the date of the Optionee's death.


           2.8.3  Should the Optionee die or become permanently
disabled (as defined in Code Section 22(e)(3)) while serving as
a Board member, then the shares of Stock at the time subject to
any   automatic  Option  grant  held  by  the  Optionee   shall
immediately  vest  in full (and the Company's repurchase  right
with  respect to such shares shall terminate), and the Optionee
(or  the representative of the Optionee's estate or the  person
or   persons  to  whom  the  Option  is  transferred  upon  the
Optionee's  death)  shall  have  a  twelve  (12)-month   period
following the date of the Optionee's cessation of Board service
in which to exercise such Option for any or all of those vested
shares of Stock.


           2.8.4  In no event shall any automatic Option  grant
under this Article Four remain exercisable after the expiration
date of the ten (10)-year Option term.  Upon the expiration  of
the  applicable  post-Service exercise period under  paragraphs
2.8.1  through 2.8.3 above or (if earlier) upon the  expiration
of  the  ten (10)-year Option term, the automatic Option  grant
shall  terminate  and  cease  to  remain  outstanding  for  any
optioned shares in which the Optionee was vested at the time of
his or her cessation of Board Service but for which such Option
was not otherwise exercised.


      2.9   Stockholder  Rights.  The holder  of  an  automatic
Option  grant under this Article Four shall have  none  of  the
rights  of a stockholder with respect to any shares subject  to
that  Option  until  such individual shall have  exercised  the
Option and paid the Option price for the purchased shares.


     2.10  Remaining Terms.  The remaining terms and conditions
of  each  automatic Option grant shall be as set forth  in  the
form Automatic Stock Option Agreement attached as Exhibit A  to
the Plan.


      3.0   Corporate  Transactions/Changes in  Control/Hostile
Take-Overs.


     3.1  In the event of any Corporate Transaction, the shares
of  Stock at the time subject to each outstanding Option  under
this  Article Four but not otherwise vested shall automatically
vest  in  full, and the Company's repurchase right with respect
to  those  shares  shall terminate, so that  each  such  Option
shall,  immediately prior to the specified effective  date  for
the Corporate Transaction, become fully exercisable for all  of
the  shares of Stock at the time subject to that Option and may
be  exercised  for all or any portion of such shares  as  fully
vested shares of Stock.  Immediately following the consummation
of the Corporate Transaction, all automatic Option grants under
this   Article  Four  shall  terminate  and  cease  to   remain
outstanding.


     3.2   In connection with any Change in Control, the shares
of  Stock at the time subject to each outstanding Option  under
this  Article Four but not otherwise vested shall automatically
vest  in  full, and the Company's repurchase right with respect
to  those  shares  shall terminate, so that  each  such  Option
shall,  immediately prior to the occurrence of such  Change  in
Control,  become  fully exercisable for all of  the  shares  of
Stock  at  the time subject to that Option and may be exercised
for all or any portion of such shares as fully vested shares of
Stock.  Each such Option shall remain so exercisable until  the
expiration or sooner termination of the Option term.


     3.3   Upon  the  occurrence of a  Hostile  Take-Over,  the
Optionee  shall  have  a thirty (30)-day  period  in  which  to
surrender  to the Company any Option held by him or  her  under
this Article Four for a period of at least six (6) months.  The
Optionee  shall  in  return be entitled to a cash  distribution
from  the Company in an amount equal to the excess of  (i)  the
Take-Over  Price of the shares of Stock at the time subject  to
the  surrendered  Option  (whether  or  not  the  Optionee   is
otherwise  at  the time vested in those shares) over  (ii)  the
aggregate  Option  price payable for such  shares.   Such  cash
distribution  shall be paid within five (5) days following  the
surrender  of the Option to the Company.  Neither the  approval
of the Committee nor the consent of the Board shall be required
in connection with such Option surrender and cash distribution.
The  shares  of  Stock  subject to each Option  surrendered  in
connection  with the Hostile Take-Over shall not  be  available
for subsequent issuance under the Plan.


     3.4   The  automatic Option grants outstanding under  this
Article Four shall in no way affect the right of the Company to
adjust,  reclassify, reorganize or otherwise change its capital
or  business  structure  or  to merge,  consolidate,  dissolve,
liquidate  or sell or transfer all or any part of its  business
or assets.


     4.0  Amendment of the Automatic Grant Provisions.

            The  provisions  of  this  Automatic  Option  Grant
Program,  together with the automatic Option grants outstanding
under  this Article Four, may not be amended at intervals  more
frequently  than once every six (6) months, other than  to  the
extent  necessary to comply with applicable Federal income  tax
laws and regulations.
                          ARTICLE FIVE

                          MISCELLANEOUS


     1.0  Installment Payments, Loans and Guarantees of Loans.


     1.1   The  Committee  may, in its discretion,  assist  any
Optionee  or Participant (other than an Optionee or Participant
who  is a non-employee member of the Board) in the exercise  of
one or more Options granted to such Optionee or the purchase of
one  or  more shares of Stock issued to such Participant  under
the  Plan, including the satisfaction of any Federal, state and
local  income and employment tax obligations arising therefrom,
by  (i) authorizing the extension of a loan from the Company to
such  Optionee or Participant, (ii) permitting the Optionee  or
Participant to pay the Option price or purchase price  for  the
purchased  Stock  in  installments over a period  of  years  or
(iii)  authorizing a guarantee by the Company of a  third-party
loan  to  the Optionee or Participant.  The terms of any  loan,
installment  method  of  payment or  guarantee  (including  the
interest rate and terms of repayment) shall be upon such  terms
as the Committee specifies in the applicable Option or Issuance
Agreement   or   otherwise   deems   appropriate   under    the
circumstances.  Loans, installment payments and guarantees  may
be  granted  with or without security or collateral.   However,
the maximum credit available to the Optionee or Participant may
not  exceed the Option or purchase price of the acquired shares
(less the par value of such shares) plus any Federal, state and
local  income  and  employment tax liability  incurred  by  the
Optionee  or Participant in connection with the acquisition  of
such shares.


     1.2   The  Committee  may,  in  its  absolute  discretion,
determine  that one or more loans extended under this financial
assistance  program  shall be subject  to  forgiveness  by  the
Company  in whole or in part upon such terms and conditions  as
the Committee may deem appropriate.


     2.0  Amendment of the Plan.  The Board shall have complete
and  exclusive power and authority to amend or modify the Plan,
and  the  Committee  may  amend or  modify  the  terms  of  any
outstanding Options or unvested Stock issuances under the  Plan
in  any  or  all aspects whatsoever not inconsistent  with  the
terms  of  the  Plan.   However,  (i)  no  such  amendment   or
modification shall adversely affect rights and obligations with
respect to Options at the time outstanding under the Plan,  nor
adversely affect the rights of any Participant with respect  to
Stock  issued under the Plan prior to such action,  unless  the
Optionee  or Participant consents to such amendment,  and  (ii)
any  amendment made to the Automatic Option Grant  Program  (or
any Options outstanding thereunder) shall be in compliance with
the  limitation of Section 4 of Article Four.  In addition, the
Board   shall  not,  without  the  approval  of  the  Company's
stockholders, amend the Plan to:

                  (i)   materially increase the maximum  number
     of  shares issuable under the Plan or the number of shares
     for  which  Options  may be granted to Eligible  Directors
     under  the  Automatic Option Grant Program or the  maximum
     number   of   shares   for  which   any   one   individual
     participating  in  the  Plan may be  granted  Options  and
     direct Stock issuances in the aggregate after December 31,
     1993,  except for permissible adjustments under  paragraph
     6.3 of Article One;

                 (ii)    materially   increase   the   benefits
     accruing to individuals who participate in the Plan; or

                 (iii)    materially  modify  the   eligibility
     requirements for the grant of Options or the  issuance  of
     Stock under the Plan.


           3.0  Use of Proceeds.  Any cash proceeds received by
the  Company from the sale of shares pursuant to Option  grants
or  direct  Stock issuances under the Plan shall  be  used  for
general corporate business.


          4.0  Withholding.


          4.1   The  Company's obligation to deliver shares  of
Stock upon the exercise of Options for such shares or upon  the
direct issuance or vesting of such shares under the Plan  shall
be subject to the satisfaction of all applicable Federal, state
and local income and employment tax withholding requirements.


          4.2   The  Committee  may, in its discretion  and  in
accordance  with  the provisions of this  Section  4  and  such
supplemental rules as the Committee may from time to time adopt
(including applicable safe-harbor provisions of SEC  Rule  16b-
3),  provide any or all holders of Nonstatutory Options  (other
than  the automatic Option grants made pursuant to Article Four
of  the  Plan)  or  unvested shares under  the  Stock  Issuance
Program  with  the right to use shares of Stock in satisfaction
of  all  or  part  of the Federal, state and local  income  and
employment   tax  liabilities  incurred  by  such  holders   in
connection with the exercise of their Options or the vesting of
their shares (the "Taxes").  Such right may be provided to  any
such holder in either or both of the following formats:


                4.2.1   Stock Withholding.  The holder  of  the
Nonstatutory Option or unvested shares may be provided with the
election to have the Company withhold, from the shares of Stock
otherwise  issuable  upon  the exercise  of  such  Nonstatutory
Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the percentage  of
the applicable Taxes (not to exceed one hundred percent (100%))
designated by the holder.


                4.2.2   Stock Delivery.  The Committee may,  in
its  discretion, provide the holder of the Nonstatutory  Option
or  the  unvested shares with the election to  deliver  to  the
Company,  at  the time the Nonstatutory Option is exercised  or
the  shares vest, one or more shares of Stock already  held  by
such  individual with an aggregate Fair Market Value  equal  to
the  percentage of the Taxes incurred in connection  with  such
Option  exercise  or share vesting (not to exceed  one  hundred
percent (100%)) designated by the holder.


      5.0   Regulatory  Approvals.  The implementation  of  the
Plan, the granting of any Option hereunder and the issuance  of
Stock upon the exercise or surrender of any such Option or as a
direct  issuance  under  the  Plan  shall  be  subject  to  the
Company's procurement of all approvals and permits required  by
regulatory authorities having jurisdiction over the  Plan,  the
Options granted under it and the Stock issued pursuant to it.


      6.0   No  Employment Rights.  Nothing in the  Plan  shall
confer  upon  the  Optionee  or the Participant  any  right  to
continue  in  the  Service of the Company  (or  any  Subsidiary
employing  or retaining such Optionee or Participant)  for  any
period  of  specific duration or interfere  with  or  otherwise
restrict  in  any way the rights of the Company  (or  any  such
Subsidiary) or of the Optionee or the Participant, which rights
are hereby expressly reserved by each, to terminate the Service
of  the  Optionee  or Participant at any time  for  any  reason
whatsoever, with or without cause.


    7.0  Certain Outstanding Options.


     7.1  Each Option granted under the Company's Original Plan
or  the  1980  Burr-Brown Research Corporation Executive  Stock
Plan  which was outstanding on the Effective Date of this  Plan
was  incorporated into this Plan and treated as an  outstanding
Option  under this Plan, but each such Option continues  to  be
governed  solely by the terms and conditions of the  instrument
evidencing such grant, and nothing in this Plan shall be deemed
to  affect or otherwise modify the rights or obligations of the
holders  of  such Options with respect to their acquisition  of
shares of Stock thereunder.


     7.2   One  or more provisions of this Plan, including  the
Option/vesting acceleration provisions applicable in the  event
of  a Corporate Transaction or Change in Control or the limited
surrender  rights exercisable in the event of a  Hostile  Take-
Over, may, in the Committee's discretion, be extended to one or
more   Options  which  were  outstanding  under  the  Company's
Original  Plan  or  the  1980 Burr-Brown  Research  Corporation
Executive  Stock Plan on the Effective Date of  this  Plan  but
which do not otherwise provide for such benefits.

          IN WITNESS WHEREOF, the February 16, 1996 Restatement
of  the  BURR-BROWN  CORPORATION 1993 STOCK INCENTIVE  PLAN  is
hereby declared effective and is executed as of May 22, 1996 on
behalf of the Company by its hereunto duly authorized officer.



                              BURR-BROWN CORPORATION



                              By: SYRUS P. MADAVI
                                   Syrus P. Madavi

                              Title:  President & CEO