Exhibit 13 - Annual Report

CORPORATE PROFILE:

Burr-Brown Corporation is a leading
supplier of high performance analog and
mixed signal integrated circuits for use in
data conversion and signal conditioning
applications throughout the world.

COMPANY FACTS:

- Founded in 1956
- 1250 employees
- 1200+ products
- Manufacturing and technical facilities:
  Tucson, Arizona; Atsugi, Japan;
  Livingston, Scotland
- 7 North American direct sales offices, and
  28 sales representatives and distributors
- International sales and distribution
  subsidiaries in France, Germany, Italy,
  Japan, the Netherlands, Switzerland, and the
  United Kingdom; 52 sales representatives
  throughout the rest of the world

BURR-BROWN PRODUCTS:

- Precision operational, instrumentation,
  power, and isolated amplifiers
- Data converters, D/As and A/Ds
- High performance digital audio D/As
- General purpose analog circuit functions
- Optoelectronics sensor amplifiers

BURR-BROWN MARKETS:

- Industrial control and automation for
  factories and laboratories
- Precision test and measurement equipment
- Telecommunications systems
- Medical and scientific instrumentation
- Medical imaging
- Digital audio and video
- Electronic musical instruments and
  professional audio equipment
- Computers and peripherals



<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS: (In thousands, except per share amounts)

               1998      1997      1996      1995      1994
<S>            <C>       <C>       <C>       <C>       <C>
Revenue        $258,094  $252,102  $219,997  $269,162* $194,196
Income From
Operations     $ 44,653  $ 43,568  $ 30,115  $ 40,535  $ 10,527
Net Income     $ 35,857  $ 32,662  $ 29,684  $ 29,212* $  6,465
Diluted Earnings
Per Share      $   0.94  $   0.86  $   0.79  $   0.83  $   0.20
Stockholders'
Equity         $273,513  $234,916  $199,406  $179,145  $ 87,622

</TABLE>
[FN]
 *Includes $26 million revenue and $1.14 million of net income
  from a subsidiary that was sold in 1st Quarter 1996.

<PAGE> 1

TO OUR SHAREHOLDERS:

Burr-Brown  achieved good performance during 1998, despite  the
difficult   business   conditions   that   prevailed   in   the
semiconductor  industry for most of the year.  For  the  fourth
consecutive  year, we set new company records for profitability
and  the number of new products brought to market. As evidenced
by design wins, our products introduced during the last several
years  have  been  very well received by our  customers.  As  a
result,  we  now  participate broadly in many of  today's  most
exciting  and  rapidly developing markets. Consequently,  Burr-
Brown enters 1999 poised to take advantage of rapidly expanding
opportunities  for  high performance analog  and  mixed  signal
integrated circuits.

FINANCIAL PERFORMANCE:

The  Company's 1998 revenue was $258.1 million and  net  income
was   a  record  $35.9  million.  As  compared  to  1997,  this
represented  a  9.8% increase in profit on  revenue  growth  of
2.4%.  The improvements in gross margin and reduction in sales,
marketing,  general and administrative expense demonstrate  the
increased operating efficiencies that we were able to  achieve.
These  improvements not only increased profit but also  allowed
us to increase investment in research and development by nearly
18%.  The Company's financial position also strengthened during
1998.  Cash  and equivalents increased by 21.4%  to  over  $120
million, and stockholders' equity increased by 16.4% to  $273.5
million.

NEW PRODUCTS:

Our  new  product program continued to gain momentum  in  1998,
with  a  record  87  new  products introduced.  Many  of  these
products  are standard linear integrated circuits (SLICs)  that
are used for a broad array of applications by diverse customers
in   many  markets.  An  increasing  number  of  products   are
application  specific  standard products (ASSPs)  which  target
large  and rapidly emerging applications within communications,
consumer,  industrial and computing markets.  Examples  include
highly integrated ASSPs developed for broadband communications,
CT  scanners,  digital camcorders, digital  still  cameras  and
scanners.  In  many  instances, these  products  represent  the
enabling  technologies in terms of both  cost  and  performance
that make our customers' products economically viable. The more
effectively  we  can meet our customers' cost  and  performance
requirements, the more elastic these markets become, leading to
greater growth opportunities.  New products introduced in the 
past five years are now the source of half of our annual revenue.
We firmly believe that this demonstrates the continued success
of our strategy to bring high performance products to high
volume signal processing applications.

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

<TABLE>
<CAPTION>


               New Products
          (number of introductions)
          ------------------------
          1994  1995 1996 1997 1998
          ----  ---- ---- ---- ----
<S>        <C>  <C>  <C>  <C>  <C>
Number of
Products
Introduced  28  38   65   79   87

</TABLE>

<PAGE> 2

MARKETS FOCUS:

1998 marked the first year that more than half of the Company's
revenue  was  derived  from  its newer  served  communications,
consumer and computing markets. Revenue from the communications
market,  where  we  have established significant  positions  in
wireline  and wireless applications, grew by more than  25%  in
1998  and  now  accounts  for nearly a quarter  of  our  sales.
Another  quarter  now  comes from the  consumer  and  computing
markets. At the same time, we plan to continue to emphasize the
industrial market, which presents us with a stable, diverse and
profitable  business. As a whole, we intend to  approach  these
markets  in  a synergistic and diversified manner, taking  full
advantage  of  the  expertise that we  have  developed  in  our
traditional  markets to address the needs  of  today's  rapidly
emerging  markets.  We believe this to  be  the  best  path  to
accelerate both growth and profitability.

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

                         1998 Revenue by Market
                         ----------------------
Communications                     23%
Computing                          05%
Digital Audio/Video                25%
Industrial                         47%

OUTLOOK:

We  expect  that industry conditions will improve in  1999  and
that  we are ready to take great advantage of that improvement.
Improved  market conditions will enable us to set  new  company
records  for  financial  performance, new  product  output  and
design  wins  in  the coming year. We firmly believe  that  the
analog  IC business is a good place to be and that our strategy
and execution of the recent years has positioned us well within
it.

We  thank you, our shareholders, for your continued support. We
remain committed to maximizing the value of your investment  in
Burr-Brown.


/s/ S.P. Madavi
---------------
Syrus P. Madavi
Chairman, President and CEO

<PAGE> 3

ANALOG IS THE PLACE TO BE:

The   world   we   comprehend  is  analog.   Sound,   pressure,
temperature....all physical phenomena and sensations are analog in
nature. As the costs of computing and data storage plummet,  it
is  becoming  more  economically viable to use  digital  signal
processing (DSP) to measure and control the analog world around
us.  In  order  to do so, the real-world signal must  first  be
converted  from  the analog to the digital domain.   Therefore,
the digital revolution fuels an analog revolution. The need for
linking  the  two  domains---analog  and  digital---real   and
mathematical---expands in lockstep.

What  key  product areas do analog and mixed-signal  integrated
circuits (ICs) fulfill? The input and output devices connecting
electronic systems to the physical world demand a huge  variety
of  amplifiers,  signal isolation barriers,  and  power  output
devices.  The  control of the power that drives  these  systems
demands analog solutions in the form of regulators, converters,
and references. And, conversion of digital signals into and out
of the analog domain drives a rapidly growing demand for Analog-
to-Digital (A/D) and Digital-to-Analog (D/A) converters of  all
types. Burr-Brown products compete in all these areas and more.

Optimizing the interface between digital and analog signals  in
an  electronic  system can be a critical  factor  in  achieving
breakthrough performance. In many cases, moving that interface
to an analog chip can be of great value to the system designer.
Our  mixed-signal  design and process capabilities  extend  our
ability to include digital circuit functions on-board our
products and increases the value provided to the customer.

Although  digital and analog companies share  the  same  growth
drivers,  the  business models are markedly  different.  Analog
products tend to have longer life cycles and more stable
pricing.  Product  diversity creates  a  unique  analog  design
requirement for specialized engineering talent which serves  as
a sustainable barrier to entry by competitors.

As  electronic  signal processing becomes more  pervasive,  the
need  for  fast, accurate, and less expensive ways for  getting
signals to, and from, the physical world grows accordingly.
This is the unique opportunity for analog technology...This  is
the place to be...This is where you will find Burr-Brown.

<PAGE> 4

No Matter How Pervasive Digital Becomes...The World Will Always 
Be Analog.

As  electronic  signal processing becomes more  pervasive,  the
need  for  fast, accurate, and less expensive ways for  getting
signals to, and from, the physical world grows accordingly.

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

          Worldwide
          Analog Market*
          (in billions)

40 ------------------------
   -----------------------x
30 -----------------------X
   ------------------X----X
20 --------x----X----X----X
   --X-----X----X----X----X
10 --X-----X----X----X----X
   --X-----X----X----X----X
---------------------------
  1998  1999 2000 2001 2002


<F/N>
*Source: WSTS, IC Insights

<PAGE> 5

TRADITIONAL AND EMERGING MARKETS:

Traditionally, the definition of our products and the  majority
of our revenue came from industrial markets---industrial control,
process  control, test, and instrumentation. And although  this
market  has  been  stable in its growth, our  high  performance
analog  and  mixed-signal  technology  has  become  a  critical
complement to digital signal processing (DSP) in opening  up  a
new  range  of high growth applications.  Within the last  five
years,  we  have  rebalanced  our  market  strategies  from   a
dependency on industrial applications for the majority  of  our
revenue, to a majority of revenue derived from emerging  growth
markets.

In  communications, computing, and consumer audio  applications
we  have  been  able  to  target  OEM  customers  that  require
performance  analog  and  mixed-signal  ICs  in  high   volume.
Targeted  applications in these markets  push  the  performance
limits of linear ICs in all dimensions: high precision, package
size, power dissipation, functionality, speed---and  price.  By
filling  these  unique sockets, Burr-Brown is positioned  as  a
strategic  supplier with enabling technologies  that  help  our
customers create and expand their markets.

For example, our recently introduced low cost, high performance
operational  amplifiers have been designed into several  brands
of next-generation cellular handsets. Similarly, our new line
of  single-chip  video  signal processing  products,  with  the
capability   to   condition  and  convert  low  level   signals
transmitted  directly from a CCD imaging chip and operate  from
three  volts,  have  been well received for  a  wide  range  of
consumer applications from camcorders to digital still cameras.
A third example of extending our product development activities
into emerging markets is the introduction of specialized mixed-
signal  audio products that meet the standards of  the  Digital
Versatile Disc (DVD) market.

Our   plan   is  to  broaden  our  presence  in  all   of   our
markets---industrial, communications, consumer, and computing. We
will continue our strategy of providing a wide selection of
standard  high performance ICs that serve tens of thousands  of
customers worldwide, while at the same time we are accelerating
our efforts in growth markets by developing application
specific products which will create large volume opportunities.

<PAGE> 6

Communications,  computing,  and consumer  audio  are  emerging
markets. For example, the worldwide market for digital  cameras
is projected to grow significantly for the next several years.

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


          Worldwide Market for
          Digital Still Cameras*
             (in Millions)

20 ---------------------------------------
   --------------------------------------X
15 -----------------------------X--------X
   -------------------X---------X--------X
10 -------------------X---------X--------X
   ---------X---------X---------X--------X
 5 ---------X---------X---------X--------X
   --X------X---------X---------X--------X
--------------------------------------------
  1998    1999      2000      2001      2002
          
<F/N>
* Source: Cahners In-Stat Group

Burr-Brown's video signal processing products are targeted  for
this market---providing single chip solutions for amplifying
and  converting signals directly from a CCD to a DSP for  image
processing.

<PAGE> 7

APPLICATION SPECIFIC STANDARD PRODUCTS:

Consistent  with  our strategy to increase our  focus  on  high
growth   markets,  our  product  development   efforts   target
Application Specific Standard Products (ASSPs).  We  work  with
key customers to design products that are targeted for a unique
application  or industry standard, but unlike custom  products,
can be used by all customers in that specific application.

From  our point of view, ASSPs have the advantage of rapid ramp
up  to  production volume as the product is predefined  to  the
system  designer's  needs. This significantly  streamlines  the
customer's design and development process. The customer usually
achieves  breakthrough performance and cost for his product  by
using  an  ASSP that may not have been possible using  standard
catalog  products. Furthermore, the customer usually  considers
the  development  of an ASSP to be a strategic partnership  and
will only collaborate with a few select suppliers.

As  an example, we have developed application specific products
for  digital subscriber line (xDSL) technology---a high data rate
transfer  system  using  the  copper  wiring  in  the  existing
telephone  system  infrastructure.  One  implementation,  HDSL,
currently  provides the most cost effective way  for  telephone
companies  to  provide  high speed data  transfer  to  business
customers. Soon HDSL's evolutionary cousin, ADSL, will  provide
even  higher  performance  levels of  digital  service  at  the
consumer  level. Our ASSPs provide the telephone  line  driving
and receiving capability, as well as the data conversion needed
to  transform  the  signal to and from the digital  domain  for
processing.

Another recently developed ASSP is a data converter designed as
a  touch  screen  controller  for Personal  Digital  Assistants
(PDAs)  and  other  touch  screen  applications.  This  product
provides, in a single chip, the circuitry required for a  touch
screen interface, including drivers. The converter controls the
analog  screen sensing and provides a digital code to  the  CPU
defining the "touched" screen location.

In  the  past four years, the contribution of ASSP products  to
sales  revenue has increased by more than 50%, and  we  are  on
course for having standard products and ASSPs contribute
equally to our revenue within five years.

<PAGE> 8

The  Digital  Subscriber Line (DSL) market is  emerging.   This
technology utilizes existing copper telephone wires to transmit
internet  data  at  rates up to 40 times  faster  than  current
modems.

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

          Worldwide ADSL Customer
               Premise Modems*
          (total units in millions)

15 ------------------------------------
   ---------------------------------X--
10 ---------------------------------X--
   -----------------------X---------X--
 5 -----------------------X---------X--
   ---------------X-------X---------X--
 1 ---------------X-------X---------X--
   --------X------X-------X---------X--
   --------X------X-------X---------X--
   -x----------------------------------
   1998   1999   2000    2001      2002

<F/N> 
* Source: Cahners In-Stat Group

Burr-Brown's  analog  front-end  (AFE)  products   provide   an
enabling technology for transmitting and receiving signals  for
DSL modems.

<PAGE> 9

FOCUS ON STRATEGIC MARKETS:

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

INDUSTRIAL:
This  is a traditional Burr-Brown market with a broad range  of
applications  requiring  the  acquisition,  amplification,  and
conversion of `real-world' signals to the digital domain.  This
market   includes   industrial  data  acquisition,   analytical
instrumentation, and automatic test equipment.

COMMUNICATIONS:
Targeting   two  of  the  fastest  growing  sectors,   wireless
basestations  and  wired  broadband applications,  Burr-Brown's
communications  sales  continued to  grow  in  1998.  Explosive
growth  is  anticipated in Digital Subscriber  Line  (DSL)  and
wireless applications.

CONSUMER:
An acknowledged leader in digital audio and video for consumer
applications,   Burr-Brown  has  been  able   to   extend   its
performance products into other consumer applications  such  as
pagers and set-top-boxes.

COMPUTING:
Key products facilitate the expanding functionality of personal
computers,  particularly  addressing the  requirement  for  CD-
quality  sound  in  multimedia systems. Computer  system  power
management  and  distribution present diverse and  increasingly
more complex needs for analog and mixed-signal ICs.
     
<PAGE> 10

FINANCIAL INFORMATION:

CONSOLIDATED STATEMENTS OF INCOME
Burr-Brown  Corporation and Subsidiaries -In thousands,  except
per share amounts

<TABLE>
<CAPTION>

Years Ended December 31,  1998           1997           1996
<S>                       <C>            <C>            <C>
--------------------------------------------------------------
Net revenue            $ 258,094      $ 252,102      $ 219,997
Cost of goods sold       125,446        125,075        109,228
                         -------        -------        -------
Gross margin             132,648        127,027        110,769
% of revenue                 51%            50%            50%
Expenses:
Research and development  39,893         33,951         28,452
% of revenue                 15%            13%            13%
Sales, marketing, general,
and administrative        48,102         49,508         52,202
% of revenue                 19%            20%            24%
                         -------        -------        -------
Total operating expenses  87,995         83,459         80,654
% of revenue                 34%            33%            37%
Income from operations    44,653         43,568         30,115
% of revenue                 17%            17%            14%
Interest expense             544            448            700
Gain from sale of
 subsidiary                                            ( 7,180)
Other income             ( 4,346)       ( 3,540)       ( 3,249)
                         --------       --------       --------
Income before income
 taxes                    48,455         46,660         39,844
% of revenue                 19%            19%            18%
Provision for income
 taxes                    12,598         13,998         10,160
Effective tax rate           26%            30%            25%
                         -------        -------        -------
Net income              $ 35,857       $ 32,662       $ 29,684
% of revenue                 14%            13%            13%
                         =======        =======        =======
Basic earnings
per common share        $    .98       $    .91       $    .82
                         =======        =======        =======
Shares used in basic
per share calculation     36,670         36,054         36,003
                         =======        =======        =======
Diluted earnings
per common share        $    .94       $    .86       $    .79
Shares used in diluted   =======        =======        =======
per share calculation     38,279         37,935         37,510
                         =======        =======        =======
<FN>
See Notes to Consolidated Financial Statements.

<PAGE> 12>

</TABLE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Burr-Brown Corporation and Subsidiaries-In thousands

<TABLE>
<CAPTION>

                      Common Stock      Additional
                    ----------------    Paid-In        Retained
                    Shares    Amount    Capital        Earnings
                    -------------------------------------------
<S>                 <C>       <C>       <C>            <C>
Balance at
 January 1, 1996    16,536    $   165   $ 89,698     $   87,801
Net income                                               29,684
Foreign currency
 translation
 adjustment
                    -------------------------------------------
Comprehensive income

Stock options
 exercised              78          1        628
Treasury stock
 acquired
Affiliate's stock
 activity                                                  (18)
===============================================================
Balance at
 December 31,1996    16,614        166    90,326        117,467
Net income                                               32,662
Foreign currency
 translation
 adjustment
Unrealized gains on
 investments
                    -------------------------------------------
Comprehensive income

Stock split at
 three-for-two        8,343         84        (84)
Stock options
 exercised              366          3      4,664
Treasury stock
 acquired
Affiliate's stock
 activity                                                 (214)
Announced stock split
 at three-for-two    12,662        127       (127)
===============================================================
Balance at
 December 31, 1997   37,985        380     94,779       149,915
Net income                                               35,857
Foreign currency
 translation adjustment
Unrealized losses on
 investments
Unrealized losses on
 hedging transactions
                    -------------------------------------------

Comprehensive income

Stock options
 exercised               606         6      5,393
Treasury stock
 acquired
Affiliate's stock
 activity                                      40         (477)
==============================================================
Balance at
 December 31,1998     38,591     $ 386  $ 100,212    $ 185,295
                    ==========================================
</TABLE>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - Continued

<TABLE>
<CAPTION>

                    Accumulated
                    Other           Treasury Stock
                    Comprehensive  ---------------
                    Income         Shares   Amount       Total
                    -------------------------------------------
<S>                  <C>            <C>       <C>       <C>
Balance at
 January 1, 1996    $ 3,162           252    $(1,681) $ 179,145
Net income                                               29,684
Foreign currency
 translation
 adjustment            (281)                              (281)
                    -------------------------------------------
Comprehensive income                                     29,403

Stock options exercised                                     629
Treasury stock
 acquired                             492     (9,753)   (9,753)
Affiliate's stock
 activity                                                  (18)
===============================================================
Balance at
 December 31, 1996    2,881           744    (11,434)   199,406
Net income                                               32,662
Foreign currency
 translation
 adjustment          (1,693)                            (1,693)
Unrealized gains on
 investments            193                                 193
                    -------------------------------------------
Comprehensive income                                     31,162

Stock split at
 three-for-two                       373
Stock options
 exercised                                                4,667
Treasury stock
 acquired                              3        (105)     (105)
Affiliate's stock
 activity                                                 (214)
Announced stock split
 at three-for-two                    560
===============================================================
Balance at
 December 31, 1997    1,381        1,680     (11,539)   234,916
Net income                                               35,857
Foreign currency
 translation
 adjustment           1,537                               1,537
Unrealized losses on
 investments            (28)                               (28)
Unrealized losses on
 hedging transactions  (151)                              (151)
                    -------------------------------------------
Comprehensive income                                     37,215

Stock options exercised                                   5,399
Treasury stock acquired              171      (3,580)   (3,580)
Affiliate's stock activity                                (437)
===============================================================
Balance at
 December 31, 1998  $ 2,739        1,851    $(15,119) $ 273,513
                    ===========================================

<FN>
See Notes to Consolidated Financial Statements.

<PAGE> 13

</TABLE>

CONSOLIDATED BALANCE SHEETS
Burr-Brown Corporation and Subsidiaries- In thousands

<TABLE>

December 31,                      1998       1997          1996
---------------------------------------------------------------
<S>                            <C>         <C>          <C>
               ASSETS

CURRENT ASSETS
Cash and cash equivalents     $ 72,427   $ 54,284      $ 38,433
Short-term investments           3,620                   14,407
Trade receivables               54,677     55,689        39,546
Inventories                     52,296     44,533        49,570
Deferred income taxes            6,447      7,973         6,705
Prepaid expenses and other       9,960     10,069         4,867
                              ---------------------------------
Total Current Assets           199,427    172,548       153,528

LONG-TERM INVESTMENTS           44,209     44,767        36,537

LAND, BUILDINGS, AND EQUIPMENT
Land                             5,145      3,418         3,427
Buildings and improvements      28,214     25,690        25,344
Equipment                      167,596    145,411       122,726
                              ---------------------------------
                               200,955    174,519       151,497
Less accumulated depreciation
and amortization              (108,791)   (95,053)     (83,967)
                              ---------------------------------
                                92,164     79,466        67,530
OTHER ASSETS                     2,891      2,607         3,993
                              ---------------------------------
                              $338,691  $ 299,388      $261,588
                               ================================ 
               
               LIABILITIES and STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Notes payable                 $ 17,289  $   9,991      $ 14,533
Accounts payable                16,179     18,203        17,641
Accrued expenses                 3,649      4,678         3,568
Accrued employee compensation
 and payroll taxes               6,056      9,299         8,194
Deferred profit from
 distributors                    8,790      8,318         7,462
Income taxes payable             4,857      7,370         3,129
Current portion of
 long-term debt                  1,235        672         1,087
                              ---------------------------------
TOTAL CURRENT LIABILITIES       58,055     58,531        55,614

Long-Term Debt                   2,921      1,482         1,830
Deferred Gain                                             1,122
Deferred Income Taxes            3,547      3,774         1,709
Other Long-Term Liabilities        655        685         1,907
Commitments

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value-
 authorized 2,000 shares:
 none issued or outstanding
Common stock, $.01 par value-
 authorized 80,000 shares; issued
 and outstanding, including
 treasury shares: 1998-38,591
 shares, 1997-37,985 shares,
 1996-37,381 shares                386       380            166
Additional paid-in capital     100,212    94,779         90,326
Retained earnings              185,295   149,915        117,467
Accumulated other
 comprehensive income            2,739     1,381          2,881
Treasury stock, at cost:
 1998-1,851 shares, 1997-1,680
 shares, 1996-1,674 shares     (15,119)  (11,539)      (11,434)
                              ---------------------------------
                               273,513   234,916        199,406
                              ---------------------------------
                              $338,691  $299,388       $261,588
                               ================================
<FN>
See Notes to Consolidated Financial Statements.

<PAGE> 14

</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
Burr-Brown Corporation and Subsidiaries- In thousands

<TABLE>
<CAPTION>
Years Ended December 31, 1998       1997           1996
-----------------------------------------------------------
<S>                      <C>        <C>            <C>
OPERATING ACTIVITIES

Net Income               $ 35,857   $ 32,662       $ 29,684

Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities:

Depreciation and
 amortization              16,928     13,834         13,272
Amortization of deferred gain         (1,122)        (1,497)
Provision for (benefit from)
 deferred income taxes      1,271        589         (1,908)
Increase in deferred profit
 from distributors            472        856          1,264
Gain from sale of subsidiary                         (7,180)
Other                         750        418           (129)

Changes in Operating Assets and Liabilities:

(Increase) decrease in
 trade receivables          3,697    (19,368)        10,969
(Increase) decrease in
 inventories               (7,047)     3,781         (5,482)
(Increase) decrease in
 other assets                 327     (4,266)        (2,400)
Increase (decrease) in
 accounts payable          (2,871)     1,264          2,341
Increase (decrease) in
 accrued expenses and
 other liabilities         (7,260)     6,376         (7,921)
                         ----------------------------------
Net Cash Provided by
 Operating Activities      42,124     35,024         31,013

INVESTING ACTIVITIES

Purchases of investments  (39,829)  (103,484)       (50,944)
Maturities of investments  36,852    109,979         43,738
Purchases of land, buildings,
 and equipment            (26,474)   (25,637)       (31,919)
Proceeds from sale of
 equipment                    176         85            415
Proceeds from sale of
 subsidiary                                          12,804
                         ----------------------------------
Net Cash Used In Investing
 Activities               (29,275)   (19,057)       (25,906)

FINANCING ACTIVITIES

Proceeds from short-term and
 long-term borrowings       5,092                       770
Payments on short-term and
 long-term borrowings        (737)    (4,348)        (1,160)
(Payments for) proceeds
 from capital stock
 activity, net              1,382      4,343         (9,142)
                         ----------------------------------
Net Cash Provided by (Used In)
 Financing Activities       5,737         (5)        (9,532)
Effect of exchange rate
 changes on cash and
 cash equivalents            (443)      (111)           381
                         ----------------------------------
Increase (Decrease) in Cash and
 Cash Equivalents          18,143     15,851         (4,044)
Cash and cash equivalents at
 beginning of year         54,284     38,433         42,477
                         ----------------------------------
Cash and Cash Equivalents at
 End of Year             $ 72,427   $ 54,284      $  38,433
                         ==================================

<FN>
See Notes to Consolidated Financial Statements.

<PAGE> 15

</TABLE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Burr-Brown  Corporation and Subsidiaries- In thousands,  except
per share amounts

December 31, 1998

ACCOUNTING POLICIES

ORGANIZATION:  Burr-Brown Corporation  develops,  manufactures,
and  markets electronic components including precision  linear,
data  conversion, and mixed signal integrated  circuits.  These
products  address  applications for  both  analog  and  digital
signal  processing relating to communications,  industrial  and
process control, test and measurement, medical instrumentation,
digital  audio,  multimedia,  imaging,  and  personal  computer
systems. Principal markets for these products are North America
(principally  the United States), Europe (Germany,  the  United
Kingdom, and elsewhere), and Asia (principally Japan). Revenue
from these applications in these markets can be volatile and is
dependent on general economic conditions.

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

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

INVENTORIES: Inventories are valued at the lower of cost (first-
in, first-out basis) or market.

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

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

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

FOREIGN  CURRENCY  TRANSLATION:  The  financial  statements  of
foreign  subsidiaries have been translated in  accordance  with
Statement  of  Financial Accounting Standards  (SFAS)  No.  52,
FOREIGN  CURRENCY TRANSLATION. The gains and losses  resulting
from  the change in exchange rates from year to year have  been
included  as  a  component of accumulated  other  comprehensive
income. Transaction gains and losses, which are not significant
for all years presented, are currently reflected in income.

CONCENTRATION OF CREDIT RISK: Financial instruments which could
potentially subject the Company to significant concentrations
of  credit risk consist principally of cash equivalents, short-
term investments, long-term investments, trade receivables, and
foreign currency contracts.

The  Company  maintains  cash and cash equivalents  at  various
financial   institutions.  These  financial  institutions   are
located throughout the world, and Company policy is designed to
limit  exposure at any one institution and takes  into  account
the   relative  credit  standing  of  these  institutions.  The
Company's  short-term and long-term investments  are  purchased
through high credit quality financial institutions. The cost of
these  investments approximated their fair value at 1996  year-
end,  while fair value exceeded cost by $319 and $278  at  1997
and   1998  year-end,  respectively  (see  note  entitled  Cash
Equivalents and Investments).

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

Credit  risk  with  respect to foreign  currency  contracts  is
mitigated  by maintaining relationships with major  U.S.  banks
and  arranging  foreign  currency hedging  products  with  such
banks.  The fair value of foreign currency contracts was ($244)
at  December  31,  1998  (see  note entitled  Foreign  Currency
Contracts and Hedging Activities).

In   1997,  sales  to  a  domestic  distributor  accounted  for
approximately 10% of consolidated net revenues. There  were  no
sales to a single distributor or customer that exceeded 10%  of
consolidated net revenues in 1998 or 1996.

<PAGE> 16

ACCOUNTING POLICIES (continued)

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

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

ACCUMULATED OTHER COMPREHENSIVE INCOME: As of January 1,  1998,
the  Company  adopted  SFAS  No. 130,  REPORTING COMPREHENSIVE
INCOME.  SFAS  No. 130 establishes new rules for the  reporting
and   display  of  comprehensive  income  and  its  components;
however,  the  adoption of SFAS No. 130 had no  impact  on  the
Company's   consolidated  results  of   operations,   financial
position,  stockholders' equity or cash  flows.  SFAS  No.  130
requires   foreign   currency   translation   adjustments   and
unrealized  gains  or  losses on investments,  which  prior  to
adoption  were reported separately in stockholders' equity,  as
well  as  unrealized gains or losses on cash flow  hedges  upon
adoption of SFAS No. 133, to be included in other comprehensive
income.  Prior year financial statements have been reclassified
to  conform  to  the requirements of SFAS No. 130.  Accumulated
other comprehensive income consists of the following:

<TABLE>
<CAPTION>

December 31,             1998           1997           1996
---------------------------------------------------------------
<S>                       <C>            <C>            <C>
Foreign Currency
 Translation Adjustment  $  2,725       $  1,188       $  2,881
Unrealized gains on
 investments                  165            193
Unrealized losses on
 cash flow hedges            (151)
                         --------------------------------------
                         $  2,739       $  1,381       $  2,881
                         ======================================

</TABLE>

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS: In March  1998,
the AICPA issued SOP 98-1, ACCOUNTING FOR THE COSTS OF COMPUTER
SOFTWARE  DEVELOPED FOR  OR  OBTAINED  FOR  INTERNAL USE.  The
Company adopted the SOP on January 1, 1999. The  SOP  requires
the capitalization of certain costs incurred after the date  of
adoption  in  connection with developing or obtaining  software
for  internal  use.  As the Company already  has  a  policy  of
capitalizing  internal  use  software,  the  Company  does  not
believe  that  the adoption of this SOP will  have  a  material
effect  on the Company's consolidated results of operations  or
financial position.

<PAGE> 17

CASH EQUIVALENTS AND INVESTMENTS
The  Company  classifies its investments as  cash  equivalents,
short-term,  or long-term investments based on  the  number  of
days between the purchase date and the original maturity dates,
reset  dates,  or  call  dates of its investments.  Investments
classified as cash equivalents have a range of days from  1  to
90 days, short-term investments have a range of days from 91 to
365  days, and long-term investments have a range of days  over
365  days. At December 31, 1998, the Company had no investments
maturing after December 1, 2000.

The  fair value of cash equivalents and investments at December
31,  1998,  1997, and 1996, classified as available  for  sale,
consisted of:

<TABLE>
<CAPTION>

                         1998           1997           1996
                         ----------------------------------
<S>                       <C>        <C>           <C>
U.S. Treasury and Government
 Agency Securities                  $ 18,900      $  21,963
Municipal Bonds          $ 56,167     31,065         25,979
Mutual Funds investing
 in various debt
 securities                46,700     16,342         27,869
                         ----------------------------------
                         $102,867   $ 66,307      $  75,811
                         ==================================

</TABLE>

Fair  value exceeded cost by $278 and $319 at December 31, 1998
and  1997,  respectively, while approximating cost at  December
31,  1996.  The unrealized gain at December 31, 1998 and  1997,
net  of  tax,  is reported as a component of accumulated  other
comprehensive  income.  Fair  value  for  such  securities   is
determined based on quoted market price.

Income   received   from  cash  equivalents   and   investments
(classified as other income) was $4,432, $3,624, and $3,740, in
1998, 1997, and 1996, respectively.

INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>

December 31,             1998           1997           1996
<S>                 <C>            <C>            <C>
-----------------------------------------------------------
Finished goods      $  17,816      $  12,206      $  18,383
Work-in-process        25,718         22,719         20,227
Raw materials           8,762          9,608         10,960
                    ---------------------------------------
                    $  52,296      $  44,533      $  49,570
                    =======================================
                         
</TABLE>

FOREIGN CURRENCY CONTRACTS AND HEDGING ACTIVITIES

Due  to the Company's significant international sales, both  to
unafilliated  customers  and to its foreign  subsidiaries,  the
Company  is  exposed  to  the effect of foreign  exchange  rate
fluctuations  on the future U.S. dollar value of its  sales  as
well  as  the  U.S.  dollar  value of its  accounts  receivable
denominated  in foreign currencies. For currencies  other  than
the  Japanese  yen, the Company mainly uses the natural  hedges
resulting  from intercompany payables and expenses incurred  in
local  currencies  to  dampen the effect  of  foreign  currency
fluctuations.  Due  to  the  significance  of  Japan   to   its
consolidated  operations,  the Company  uses  foreign  currency
contracts  to  hedge  forecasted  sales  transactions   against
foreign  currency fluctuations. The Company from time  to  time
may  also  use  foreign  currency forward  contracts  to  hedge
accounts receivable denominated in Japanese yen.

The  Company  adopted SFAS No. 133, ACCOUNTING  FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, as of October 4, 1998,  the
first  day of its fourth fiscal quarter in 1998. There  was  no
impact  on  consolidated income or on consolidated  accumulated
other  comprehensive  income from adopting  SFAS  No.  133.  At
December  31,  1998,  all  of  the Company's  foreign  currency
contracts   were   designated  as  cash  flow  hedges   against
forecasted  sales  to  the Company's Japanese  subsidiary.  The
Company  assesses  the  effectiveness of its  foreign  currency
forward  contracts using the spot rate, and  views  the  option
premium  as the inherently ineffective portion of their foreign
currency   purchased  option  contracts.  The   ineffectiveness
resulting  from  such contracts is reflected  in  other  income
(expense)  and  was immaterial to 1998 operations.  The  losses
deferred as other comprehensive income amounted to $151 net  of
the  deferred tax effect of $93. Such amounts will be reflected
in  the income statement between January and June, 1999, as the
forecasted transactions occur.

The  following  table  presents the gross notional  amounts  of
these foreign currency contracts and their fair value (based on
prices  or forward rates quoted by dealers) as of December  31,
1998:

Foreign Currency Contracts-Japanese Yen

<TABLE>
<CAPTION>

                              Notional            Fair Value
------------------------------------------------------------
<S>                            <C>                 <C>
Forward contracts             $  8,753            $     (244)
Purchased option contracts       6,201
                              ------------------------------
                              $ 14,954            $     (244)
                              ==============================
</TABLE>
                              
Prior  to adopting SFAS No. 133, the Company marked all foreign
currency forward contracts which hedged accounts receivable to
market,  with  the  resulting gain or loss  included  as  other
income (expense). Gains under foreign currency purchased option
contracts  which  were designated and effective  as  hedges  of
forecasted sales transactions were deferred until realized,  at
which  time  they were reported as revenue in the  consolidated
financial  statements. Such realized and unrealized  gains  and
losses are insignificant for all periods presented.

<PAGE> 18

NOTES PAYABLE

The  Company  has  available short-term  credit  facilities  of
approximately $31,276 with $17,289 outstanding as  of  December
31,  1998.  There are no compensating balance requirements. All
of  the  available short-term credit facilities are in  foreign
currencies  and  are  used  to support  the  Company's  foreign
operations. Interest rates are tied to prevailing national base
rates, and the weighted-average rates for 1998, 1997, and  1996
were   1.6%,   1.7%,  and  3.3%,  respectively.  These   credit
facilities are renewable annually at various dates.

LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>

December 31,             1998           1997           1996
--------------------------------------------------------------
<S>                      <C>           <C>             <C>
Capitalized lease
 arrangements-various
 terms and interest
 rates                   $ 4,156        $ 2,154        $ 2,812
Other                                                      105
                         -------------------------------------
                           4,156          2,154          2,917
Less current portion       1,235            672          1,087
                         -------------------------------------
                         $ 2,921        $ 1,482        $ 1,830
                         =====================================

</TABLE>

The  Company has a $10 million revolving line of credit with  a
major U.S. bank. The Company can borrow at LIBOR + 1.25% or the
bank's  Prime  rate or the bank's "bid rate." The  Company  may
select  terms of 30, 60, 90, and 120 days for LIBOR borrowings.
The  revolving line of credit carries an annual commitment  fee
of 1/4 % on the unused portion of the commitment. The loan
agreement  has  current ratio and net worth  covenants.  As  of
December  31,  1998,  the  Company is in  compliance  with  all
covenants  and conditions contained in the loan agreement.  The
loan  agreement  does  not require compensating  balances.  The
Company's revolving line of credit terminates at May 5, 2000.

Under   the   various  long-term  debt  agreements   consisting
exclusively  of  capital  lease  obligations,  the  Company  is
obligated  to pay the following principal amounts for  each  of
the next five years:

<TABLE>
<CAPTION>
          
          <S>                      <C>          
          1999 ..................$ 1,235
          2000 ..................$ 1,151
          2001 ..................$   816
          2002 ..................$   668
          2003 ..................$   286
          
          
</TABLE>

Interest paid on all debt amounted to $437, $453, and  $566  in
1998, 1997, and 1996, respectively.

INCOME TAXES

Income before income taxes is comprised as follows:

<TABLE>
<CAPTION>

Years Ended December 31, 1998           1997           1996
---------------------------------------------------------------
<S>                       <C>            <C>            <C>
Domestic                 $ 34,478       $ 32,999       $ 36,468
Foreign                    13,977         13,661          3,376
                         --------------------------------------
                         $ 48,455       $ 46,660       $ 39,844
                         ======================================

</TABLE>

The  components of the provision (benefit) for income taxes are
as follows:

<TABLE>
<CAPTION>

Years Ended December 31, 1998           1997           1996
---------------------------------------------------------------
<S>                       <C>            <C>           <C>
CURRENT:
U.S. Federal             $  5,525       $  4,275      $  8,183
State                         296            931         1,577
Foreign                     5,478          7,995         2,282
                         --------------------------------------
                           11,299         13,201        12,042
DEFERRED:
U.S. Federal                  635          2,107        (1,983)
State                         194           (102)          145
Foreign                       470         (1,208)          (44)
                         --------------------------------------
                             1,299           797        (1,882)
                         --------------------------------------
                          $ 12,598      $ 13,998      $ 10,160
                         ======================================

<PAGE> 19

</TABLE>

INCOME TAXES (CONTINUED)
Actual  current  tax  liabilities are lower  than  the  amounts
reflected  above by the tax benefit from stock option  activity
of   $3,445,  $2,576,  and  $155  in  1998,  1997,  and   1996,
respectively.  The  tax benefit from stock option  activity  is
recorded as a reduction in current income taxes payable and  an
increase in additional paid-in capital.

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

<TABLE>
<CAPTION>

December 31,             1998           1997           1996
--------------------------------------------------------------
<S>                       <C>           <C>            <C>
DEFERRED TAX LIABILITIES:

Depreciation             $  (3,879)     $  (3,623)   $  (1,910)
                          -------------------------------------
Total gross deferred
 tax liabilities            (3,879)        (3,623)      (1,910)

DEFERRED TAX ASSETS:

Inventory reserves and
 capitalization              2,436          2,396        2,471
Tax credit
 carryforwards               6,408          2,569        1,300
Sale leaseback                                             456
Intercompany transactions      260            833        1,247
Foreign loss carryforwards     330            692          637
Distributor reserves         3,349          3,267        3,030
Employee benefits reserves     620            695          592
Other, net                     114            631          781
                         --------------------------------------
Total gross deferred
 tax assets                 13,517         11,083       10,514

Valuation allowance         (6,738)        (3,261)      (3,608)
                         --------------------------------------
Total deferred tax
 assets                      6,779          7,822        6,906
                         --------------------------------------
Net deferred tax assets  $   2,900      $   4,199     $  4,996
                         =====================================

</TABLE>

At  December  31,  1998,  and December  31,  1997  the  Company
recorded  valuation allowances to reflect the estimated  amount
of  deferred tax assets which may not be realized from  foreign
loss  and  tax  credit  carryforwards. At  December  31,  1996,
valuation  allowances  were recorded  to  offset  deferred  tax
assets  which could only be realized by earning taxable  income
in  future  years.  At  that time, management  established  the
valuation allowances because it could not be assured that  such
income would be earned.

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

<TABLE>
<CAPTION>

                                  Percent of Pretax Income
                              ---------------------------------
Years Ended December 31,      1998           1997      1996
---------------------------------------------------------------
<S>                           <C>            <C>       <C>
U.S. Federal statutory rate   35.0%          35.0%     35.0%
State taxes, net of federal
 benefit                       0.7            1.2       2.8
Foreign taxes in excess of
 (less than) U.S. Federal
 statutory rate               (2.1)           1.3       0.3
Foreign sales corporation     (4.4)          (2.9)     (2.5)
Research and development
 credit                       (2.1)          (2.0)     (0.8)
Tax exempt investment
 income                       (1.9)          (1.3)     (0.7)
Domestic temporary differences
 not previously benefited                              (9.4)
Other                          0.8           (1.3)      0.8
                              ------------------------------
Effective tax rate            26.0%          30.0%     25.5%
                              ==============================

</TABLE>

Undistributed earnings of foreign subsidiaries were $16,457  at
December 31, 1998. No provision for U.S. tax has been  made  on
these  undistributed  earnings  as  they  are  intended  to  be
permanently  reinvested or will be remitted substantially  free
of additional tax.

A  foreign subsidiary has a net operating loss carryforward  of
$330,  which  can be carried forward indefinitely. The  Company
has  federal and state tax credit carryforwards totaling $6,408
which expire at various dates beginning in 2003.

Net  income taxes paid amounted to $9,995, $5,773, and  $12,987
in 1998, 1997, and 1996, respectively.

<PAGE> 20

STOCKHOLDERS' EQUITY-Share amounts in thousands

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

In  1993,  the  Company adopted the 1993 Stock Incentive  Plan.
This  plan  is intended to benefit the Company by providing  an
incentive to certain key employees, directors, and consultants.
The  aggregate number of shares which may be issued under  this
plan  shall  not  exceed 8,888 shares, including  1,614  shares
available  from the 1981 Plan. This plan is administered  by  a
committee  of  the  Board of Directors.  The option  price  per
share  shall  be fixed by the committee, but in no event  shall
the  option price per share be less than the fair market  value
on  the  date  of the grant. The committee also determines  the
date on which granted options will become exercisable, although
all  options under this plan must be exercised within ten years
from the date of grant.

As  of  December,  1998, the Company had a  plan  in  place  to
purchase  up to 3,000 shares of the Company's common  stock  in
the  open  market. The acquired shares will be used to  provide
shares  for  the  employee  stock  option  and  stock  purchase
programs.

On  August  2,  1998, the Company initiated an  employee  stock
purchase  plan  (the  "Purchase  Plan")  that  allows  for  the
purchase  of common stock every six months at 85% of  the  fair
market  value  at  the  date of grant  or  the  exercise  date,
whichever  value is less. The Purchase Plan is qualified  under
Section  423  of the Internal Revenue Code. All of the  600,000
shares  authorized under the Purchase Plan were  available  for
issuance at December 31, 1998.

Pro  forma  information regarding net income and  earnings  per
share is required by SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION,  and has been determined as if  the  Company  had
accounted  for its employee stock options under the fair  value
method of that Statement. The fair value for these options  was
estimated  at  the  date of grant using a Black-Scholes  option
pricing  model with the following assumptions for  1998,  1997,
and  1996, respectively: risk-free interest rates ranging  from
4.16%  to  5.76%, 5.90% to 6.93%, and 5.00% to 5.34%;  dividend
yields of 0.0%; volatility factor of the expected market  price
of  the  Company's common stock of 0.608 in 1998, and 0.508  in
1997  and  1996;  and an expected life of an  option  of  seven
years.

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

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

For purposes of pro forma disclosures, the estimated fair value
of  the  options  was  amortized to expense  over  the  vesting
period. Pro forma disclosures also include the estimated impact
of the Purchase Plan, which effect was immaterial in 1998.

The Company's pro forma information follows:

<TABLE>
<CAPTION>

Years Ended December 31,           1998         1997       1996
---------------------------------------------------------------
<S>                            <C>            <C>       <C>
NET INCOME
As reported                   $  35,857      $ 32,662  $ 29,684
Pro forma                     $  32,756      $ 31,444  $ 29,202
EARNINGS PER SHARE
Basic as reported             $     .98      $    .91  $    .82
Basic pro forma               $     .89      $    .87  $    .81
Diluted as reported           $     .94      $    .86  $    .79
Diluted pro forma             $     .86      $    .83  $    .78


<PAGE> 21

</TABLE>

STOCKHOLDERS' EQUITY (continued)

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

<TABLE>
<CAPTION>

                                                      Weighted-
                              Shares                  Average
                              Under   Option Price    Exercise
                              Option   Per Share      Price
-------------------------------------------------------------
<S>                           <C>     <C>              <C>
Balance at January 1, 1996    2,354 $ 1.93 - $ 15.55   $ 3.23

Granted                         759   7.55 -   10.55     8.39
Exercised                      (176)  1.93 -    7.11     2.82
Canceled                       (273)  1.93 -   14.67     4.70
                              -------------------------------
Balance at December 31, 1996  2,664   2.00 -   15.55     4.57

Granted                         913  11.33 -   23.92    14.90
Exercised                      (595)  2.00 -   14.89     3.37
Canceled                       (102)  2.07 -   11.33     7.40
                              -------------------------------
Balance at December 31, 1997  2,880   2.00 -   23.92     7.97

Granted                       1,382  12.00 -   31.00    20.50
Exercised                      (606)  2.00 -   18.46     3.10
Canceled                       (121)  2.59 -   28.00    14.44
                              -------------------------------
Balance at December 31, 1998  3,535 $ 2.00 - $ 31.00   $13.48
                              ===============================

</TABLE>

The weighted-average fair value of options granted during 1998,
1997, and 1996 was $12.07, $9.26, and $7.35, respectively. The
weighted-average   remaining  contractual  life   for   options
outstanding as of December 31, 1998, was 7.9 years.

Stock options for 881, 836, and 954 shares were exercisable  at
December  31, 1998, 1997, and 1996, respectively. The weighted-
average  exercise  price  for exercisable  options  was  $6.36,
$3.23,  and  $2.75  at  December  31,  1998,  1997,  and  1996,
respectively.

The  following table summarizes information about stock options
outstanding and exercisable at December 31, 1998:

<TABLE>
<CAPTION>

                    OPTIONS OUTSTANDING
---------------------------------------------------------------
                    Number           Weighted-        Weighted-
Range of          Outstanding        Average          Average
Exercise        at December 31,      Remaining        Exercise
Prices              1998           Contractual Life   Price
---------------------------------------------------------------
<C>                 <C>                <C>              <C>
$  2.00 - $  8.89   1,162               6.2            $ 4.77
   9.63 -   15.56   1,023               8.4             12.38
  15.75 -   20.75     813               9.0             18.52
$ 21.25 - $ 31.00     537               9.2             26.79
                    -------------------------------------------
                    3,535               7.9            $13.48
                    ===========================================
</TABLE>
     
     
<TABLE>
<CAPTION>
     
                        OPTIONS EXERCISABLE
--------------------------------------------------------
                    Number              Weighted-Average
Range of            Exercisable at      Exercise
Exercise Prices     December 31, 1998   Price
--------------------------------------------------------
<C>                 <C>                 <C>
$  2.00 - $  8.89   684                 $ 3.74
   9.63 -   15.56   121                  11.34
  15.75 -   20.75    31                  18.48
$ 21.25 - $ 31.00    45                  24.44
--------------------------------------------------------
                    881                 $ 6.36
                    ====================================

</TABLE>

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

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

Shares  used  in  the  basic  per share  calculation  represent
weighted-average  shares outstanding in the applicable  period.
The  additional  1,609, 1,881, and 1,507  shares  used  in  the
dilutive   share   calculation  in  1998,   1997,   and   1996,
respectively,  represent the dilutive effect of employee  stock
options. The impact of the Purchase Plan on 1998 diluted shares
was not material.

COMMITMENTS
Approximate  aggregate future commitments  under  noncancelable
operating   leases,   primarily  for   equipment   and   office
facilities, are summarized as follows:

<TABLE>
<CAPTION>

     AGGREGATED FUTURE COMMITMENTS
----------------------------------------
<C>                                <C>
1999 ........................... $ 2,256
2000 ........................... $ 1,718
2001 ........................... $   937
2002 ........................... $   276
2003 ........................... $   246
Thereafter ..................... $   615

</TABLE>

Rental  expense was $4,289, $4,586, and $4,932 in  1998,  1997,
and 1996, respectively.

<PAGE> 22

BUSINESS SEGMENT DATA

The  Company's business is organized on a geographic basis, and
the Company's Chief Operating Decision Maker (the Company's
President and Chief Executive Officer) assesses performance and
allocates resources on this basis. The information provided  in
the following section is representative of the information used
by  the  Chief  Operating Decision Maker  in  deciding  how  to
allocate resources and in assessing performance.

The  Company  has  three  reportable  segments:  North  America
(principally  the  United  States),  Far  Eastern  (principally
Japan,  but including Singapore beginning in 1998) and European
(principally the United Kingdom, France, Germany,  and  Italy).
Each  of  these segments derives revenue from the sale  of  the
full  array  of the Company's product lines, although  the  Far
Eastern  segment  has  a  higher concentration  of  sales  from
certain mixed signal products.

The   Company's   Chief  Operating  Decision  Maker   evaluates
performance and allocates resources based on pretax income. The
accounting policies of the reportable segments are the same  as
those  described  in  the  summary  of  significant  accounting
policies.  Sales  between  business  segments  are   based   on
negotiated prices. The North American business segment includes
corporate  activity that benefits the Company as a  whole.  Net
sales  are  attributed to segments based  on  location  of  the
customer.

<TABLE>
<CAPTION>

Years Ended December 31,               1998      1997      1996
---------------------------------------------------------------
<S>                                 <C>       <C>       <C>
NET REVENUE:

 NORTH AMERICAN OPERATIONS:
  Unaffiliated customers          $ 90,709  $ 86,959  $ 75,757
  Foreign unaffiliated customers    39,005    27,325     5,376
  Consolidated subsidiaries         69,172    76,486    83,044
                                  ----------------------------
                                   198,886   190,770   164,177
 EUROPEAN OPERATIONS:
  Unaffiliated customers            36,829    42,455    55,679
  Consolidated subsidiaries          5,821     7,143    12,165
                                  -----------------------------
                                    42,650    49,598    67,844
 FAR EASTERN OPERATIONS:
  Unaffiliated customers            91,551    95,363    83,185
  Consolidated subsidiaries         16,435     5,545     3,632
                                  ----------------------------
                                   107,986   100,908    86,817
Eliminations                       (91,428)  (89,174)  (98,841)
                                  ----------------------------
                                  $258,094  $252,102  $219,997
                                  ============================

INCOME (LOSS) BEFORE INCOME TAXES:
 North American Operations        $ 46,587  $ 39,282  $ 45,920
 European Operations                 1,899       796     1,074
 Far Eastern Operations             12,076    12,865     2,271
 Eliminations - primarily
  United States                    (12,107)   (6,283)   (9,421)
                                  ----------------------------
                                  $ 48,455  $ 46,660  $ 39,844
                                  ============================
IDENTIFIABLE ASSETS:
 North American Operations        $293,887  $258,263  $226,444
 European Operations                23,034    25,592    25,075
 Far Eastern Operations             52,329    42,007    32,541
 Eliminations                      (30,559)  (26,474)  (22,472)
                                  ----------------------------
                                  $338,691  $299,388  $261,588
                                  ============================
EXPENDITURES FOR LONG-LIVED ASSETS:
 North American Operations        $ 24,561  $ 24,644  $ 30,999
 European Operations                 1,141       751       755
 Far Eastern Operations              2,075       242       165
 Eliminations                       (1,303)
                                  -----------------------------
                                  $ 26,474  $ 25,637  $ 31,919
                                  =============================
DEPRECIATION AND AMORTIZATION EXPENSE:
 North American Operations        $ 15,019  $ 12,158  $ 11,184
 European Operations                   736       471       611
 Far Eastern Operations              1,173     1,225     1,512
 Eliminations                                    (20)      (35)
                                   ----------------------------
                                  $ 16,928  $ 13,834  $ 13,272
                                   ============================

<PAGE> 23

</TABLE>

BUSINESS SEGMENT DATA (continued)
The  Company  has  two  primary  classes  of  products:  analog
integrated  circuits and mixed signal integrated circuits.  The
following table shows the approximate product line revenues  as
a percentage of total Company revenues:

PRODUCT CLASS:

<TABLE>
<CAPTION>

                              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>

EMPLOYEE BENEFIT PLANS

The  Company  has  a  defined  contribution  plan,  the  Future
Investment  Trust  (FIT). The FIT is a 401(k)  salary  deferral
plan  and allows eligible participating U.S. employees to defer
up to 15% of their salaries. Employee contributions are matched
by the Company at a rate of 25% of the employee's contribution.
The  Company's  contributions vest at 25% per year  and  become
fully  vested  to  the employee after four  years  of  service.
Additional voluntary Company contributions may be made  to  FIT
participants' profit sharing accounts.

The  Company has a noncontributory defined benefit pension plan
which covers all eligible U.S. employees and generally provides
benefits to retired employees based on their length of service,
age,  and  a  percentage of qualifying compensation during  the
final  years  of  employment. On January 1,  1998  the  Company
adopted a cash balance feature within the defined benefit plan.
Employees  hired after January 1, 1998 will receive  a  benefit
from  the cash balance account, while employees hired prior  to
January  1,  1998 will receive a benefit from the cash  balance
account or pension formula, whichever is greater. Contributions
are  intended  to provide not only for benefits  attributed  to
service  to date, but also for those expected to be  earned  in
the  future.  The  Company's policy is  to  contribute  amounts
sufficient  to  at  least meet the Employee  Retirement  Income
Security Act's minimum funding requirements.

A  summary  of  the components of net periodic pension  expense
follows:

<TABLE>
<CAPTION>

                              1998                 1997
                         -----------------   -----------------
Years Ended December 31, U.S.      Foreign   U.S.      Foreign
                         Plans      Plans    Plans      Plans
--------------------------------------------------------------
<S>                      <C>       <C>       <C>       <C>
Defined benefit pension plans:
Service cost             $  573    $  288    $  487    $   340
Interest cost               789       158       736        140
Expected return on
 plan assets             (1,145)      (42)   (1,035)       (49)
Net amortization            216        (4)      216        (11)
Recognized net actuarial
 loss (gain)                (11)       21       (24)        39
Other
                         -------------------------------------
Net periodic pension
 expense of defined
 benefit plans              422       421       380        459
Defined contribution plan -
 Matching FIT               963                 776
                         -------------------------------------
Total employee           $ 1,385   $  421    $1,156    $   459
benefit expense          =====================================


</TABLE>

Summary of the Components of Net Periodic Pension Expense (continued):

<TABLE>
<CAPTION>
                                                  1996
                                             -----------------
                                             U.S.      Foreign
Year Ended December 31,                      Plans      Plans
--------------------------------------------------------------
<S>                                          <C>       <C>
Defined benefit pension plans:
Service cost                                 $ 478     $   351
Interest cost                                  665         155
Expected return on plan assets              (1,505)        (41)
Net amortization                               770         (11)
Recognized net actuarial loss (gain)                        35
Other                                                       (5)
                                             -----------------
Net periodic pension expense
 of defined benefit plans                      408         484
Defined contribution plan - Matching FIT       747
                                             -----------------
Total employee benefit expense             $ 1,155     $   484
                                             =================
</TABLE>

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

<TABLE>
<CAPTION>

                         1998                 1997
                    -----------------    ----------------
Years Ended         U.S.      Foreign     U.S.    Foreign
December 31,        Plans      Plans      Plans    Plans
-----------------------------------------------------------
<S>                 <C>       <C>         <C>     <C>
Weighted-average
 discount rate      7.25%     1.2%-7.0%   7.25%   3.1%-7.0%
Rates of increase
 in compensation
 levels              4.0%     2.4%-3.0%    4.0%   3.0%
Expected long-term
 rate of return on
 assets              9.5%     2.1%-7.0%    9.5%   3.0%-7.0%

</TABLE>

Assumptions used in computing pension expense for the defined 
benefit plans (continued):

<TABLE>
<CAPTION>

                                               1996
                                        ------------------
                                        U.S.       Foreign
Years Ended December 31,                Plans       Plans
--------------------------------------------------------------
<S>                                     <C>       <C>
Weighted-average discount rate          7.75%     2.5%-7.0%
Rates of increase in compensation
 levels                                 4.5%      3.0%
Expected long-term rate of return
 on assets                              9.5%      3.7%-7.0%

<PAGE> 24

</TABLE>

EMPLOYEE BENEFIT PLANS (continued)

The   following  are  progression  of  the  projected   benefit
obligations and fair values of plan assets:

<TABLE>
<CAPTION>

                               1998                 1997
                         -----------------   -----------------
                         U.S.      Foreign   U.S.      Foreign
Year Ended December 31,  Plans     Plans     Plans     Plans
--------------------------------------------------------------
<S>                      <C>       <C>       <C>       <C>
Change in benefits obligation:
Benefit obligation,
 beginning of year       $ 11,054  $ 3,200   $ 9,439   $ 3,376
Service cost                  573      288       487       340
Interest cost                 789      158       736       140
Actuarial gains and
 losses                       461      687       717      (154)
Benefits paid                (412)    (131)     (325)      (76)
Foreign exchange rate
 changes                               503                (426)
                         -------------------------------------
Benefit obligation,
end of year              $ 12,465  $ 4,705   $11,054   $ 3,200
                         =====================================
Change in plan assets:
Fair value of plan assets,
 beginning of year       $ 13,772  $ 1,526   $12,049   $ 1,474
Actual return on plan
 assets                     1,484        3     2,048        44
Contributions from
 the Company                           265                 296
Benefits paid                (412)    (131)     (325)      (76)
Other                                  (19)                (35)
Foreign exchange rate
 changes                               265                (177)
                         -------------------------------------
Fair value of plan
 assets, end of year     $ 14,844  $ 1,909   $ 13,772  $ 1,526
                         =====================================

</TABLE>

Progression of the Projected Benefit Obligations and Fair Values of 
Plan Assets (continued):

<TABLE>
<CAPTION>

                                                   1996
                                             -----------------
                                             U.S.      Foreign
Year Ended December 31,                      Plans      Plans
--------------------------------------------------------------
<S>                                          <C>       <C>
Change in benefits obligation:
Benefit obligation, beginning of year        $ 9,208   $ 3,004
Service cost                                     478       351
Interest cost                                    665       155
Actuarial gains and losses                      (580)      (26)
Benefits paid                                   (332)      (60)
Foreign exchange rate changes                              (48)
                                             -----------------
Benefit obligation, end of year              $ 9,439   $ 3,376
                                             =================
Change in plan assets:
Fair value of plan assets, beginning
 of year                                     $ 9,826   $ 1,486
Actual return on plan assets                   1,505        14
Contributions from the Company                 1,050        54
Benefits paid                                   (332)      (60)
Other                                                       (6)
Foreign exchange rate changes                              (14)
                                             -----------------
Fair value of plan assets, end of year       $12,049   $ 1,474
                                             =================

</TABLE>

The  following table sets forth the funded status  and  amounts
recognized in the consolidated balance sheets for the Company's
defined benefit pension plans:

<TABLE>
<CAPTION>

                               1998                1997
                         -----------------   -----------------
                         U.S.      Foreign   U.S.      Foreign
December 31,             Plans     Plans     Plans     Plans
--------------------------------------------------------------
<S>                      <C>       <C>       <C>       <C>
Funded status            $ 2,379   $ (2,796) $ 2,718   $(1,674)
Unrecognized net loss
 (gain)                   (2,773)     1,009   (2,906)      148
Unrecognized prior
 service cost                685                 878
Unrecognized net
 transition obligation                  (53)               (22)
                         --------------------------------------
Net pension asset
 (liability)             $   291   $ (1,840) $   690   $(1,548)
                         ======================================

</TABLE>


Funded Status and Amounts Recognized in the Consolidated Balance
Sheets for the Company's Defined Benefit Pension Plans (continued):

<TABLE>
<CAPTION>

                                             1996
                                        -----------------
                                        U.S.       Foreign
December 31,                            Plans      Plans
----------------------------------------------------------
<S>                                     <C>       <C>
Funded status                           $ 2,610   $ (1,902)
Unrecognized net loss (gain)             (2,634)       330
Unrecognized prior service cost           1,094
Unrecognized net transition obligation                 171
                                        ------------------
Net pension asset (liability)           $ 1,070   $ (1,401)
                                        ==================

</TABLE>

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


REPORT OF INDEPENDENT AUDITORS

Board of Directors
Burr-Brown Corporation

We have audited the accompanying consolidated balance sheets of
Burr-Brown Corporation and Subsidiaries as of December 31,1998,
1997,  and  1996,  and the related consolidated  statements  of
income, changes in stockholders' equity, and cash flows for
each  of the three years in the period ended December 31, 1998.
These  financial  statements  are  the  responsibility  of  the
Company's  management.  Our responsibility  is  to  express  an
opinion on these financial statements based on our audits.

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

In  our  opinion,  the financial statements referred  to  above
present  fairly,  in  all material respects,  the  consolidated
financial  position of Burr-Brown Corporation and  Subsidiaries
at  December  31,  1998, 1997, and 1996, and  the  consolidated
results  of their operations and their cash flows for  each  of
the  three  years  in the period ended December  31,  1998,  in
conformity with generally accepted accounting principles.

Tucson, Arizona
January 19, 1999

                                   /s/ Ernst & Young LLP


<PAGE> 25

SUMMARIZED QUARTERLY DATA (Unaudited)
In thousands, except per share amounts

The  following  is  a summary of quarterly financial  data  for
1998, 1997, and 1996:

<TABLE>
<CAPTION>


                                   Quarter Ended 1998
                         -------------------------------------
                         April 4   July 4    Oct. 3    Dec. 31
--------------------------------------------------------------
<S>                      <C>       <C>       <C>       <C>
Net revenue              $68,685   $66,518   $61,164   $61,727
Gross margin              35,598    34,521    31,503    31,026
Net income                10,166     9,434     7,520     8,737
Basic earnings per share     .28       .26       .20       .24
Diluted earnings per share   .27       .25       .20       .23

</TABLE>

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

</TABLE>

<TABLE>
<CAPTION>

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

</TABLE>

QUARTERLY MARKET AND DIVIDEND INFORMATION

<TABLE>
<CAPTION>



                     1998 Close           1997 Close
                      Quotation            Quotation
                    High      Low         High      Low
---------------------------------------------------------
<S>                 <C>       <C>       <C>       <C>
First Quarter       $28 1/2   $17       $15 1/4   $10 7/8
Second Quarter       31 5/8    19 1/4    22 1/16   13
Third Quarter        24 3/8    12        25 9/16   21 1/4
Fourth Quarter       24 15/16  13 3/8    25 3/16   16 3/4

</TABLE>

The  Company's  common stock has been traded  on  the  National
Market  System under the symbol BBRC since March  1984.  As  of
December  31, 1998, there were 836 shareholders of  record  and
approximately  6,100 benifical owners of Company  stock,  which
include  those  listed in company records and stockholders  who
hold their shares in a broker's name.

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

<PAGE> 26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The  following  discussion, including but not  limited  to  the
section entitled "Business Outlook," contains forward-looking
statements which involve risks and uncertainties. The Company's
actual results could differ materially from those projected  in
the  forward-looking statements as a result of certain factors,
including  those  set  forth  under "Factors  Affecting  Future
Results" and elsewhere in this Annual Report.

1998 COMPARED TO 1997

The  Company reported 1998 revenue of $258.1 million, which was
2.4%   above  1997  revenue.  Due  to  the  difficult  industry
conditions which prevailed for most of 1998, quarterly revenues
declined  sequentially through the third quarter  and  remained
relatively flat in the fourth quarter. Revenue in the U.S.  and
Europe  increased from the prior year, while revenue from  Asia
declined.   Sales  into  the  Southeast  Asian  (SEA)   region,
excluding  Japan, decreased marginally reflecting  the  current
economic climate in the region. A weakening Yen caused  revenue
from  Japan  to  decline.  In  1998,  revenue  from  the  newer
communication, high performance consumer, and computing markets
accounted for 53% of the Company's total revenue; for the first
time exceeding revenue from the industrial market. Revenue from
both  the  communications and digital audio and  video  markets
increased  from  last year both in absolute dollars  and  as  a
proportion  of  total  Company revenue. As  compared  to  1997,
communications  market  revenue grew  by  more  than  25%.  The
industrial  market,  in which the Company  maintains  a  strong
position,  accounted  for  47% of  total  revenue.  It  is  the
Company's strategic intent to expand its participation in these
traditional  markets while increasing its  penetration  of  the
higher volume and faster growing communications, consumer,  and
computer markets.

Gross Margin improved to 51.4% compared to 50.4% in 1997.  This
improvement  reflected  a  higher  level  of  internal  factory
utilization  and  increased operating leverage  resulting  from
higher production levels. Mix continues to shift toward
higher  volume  products  with  lower  average  selling  prices
without  having  an adverse effect on aggregate  gross  margin.
This  is  consistent with the Company's strategy to offer  high
performance  analog  and mixed signal integrated  circuits  for
high  volume,  fast growing, emerging applications.  Consistent
with   past   experience,  like-product,  like-volume   pricing
remained  stable. Favorable foundry wafer pricing  allowed  the
Company to participate in higher volume applications without a
negative  impact on gross margin. The Company believes  it  can
significantly  expand internal wafer fabrication capacity  with
relatively  modest  capital investments in  certain  bottleneck
equipment.  The Company believes it has sufficient  commitments
for  external  wafer  foundry capacity to  meet  its  near-term
requirements.  Assembly  and test  capacity  will  be  expanded
throughout 1999 to the extent required by volume increases.

Operating expenses for the year increased to $88.0 million from
$83.5 million in 1997. Overall operating expenses increased  as
a  percentage of revenue to 34.1% from 33.1%. Spending  in  the
Sales,  Marketing, General and Administrative expenses  (SMG&A)
decreased  to  18.6% of revenue from 19.6%. This  reflects  the
Company's  continuing  efforts to drive toward  a  lower  model
level  for  SMG&A expenses. Spending for Research & Development
(R&D) increased as a percentage of revenue to 15.5% from 13.5%.
The  Company  believes  that its continued  commitment  to  R&D
should result in significantly increased product revenue  over
the long run.

Investment in R&D expense increased by $5.9 million or 17.5% to
$39.9  million. A record 87 new products were introduced during
the year; the fourth consecutive year in which a new record was
established.  Nearly  half of the Company's  1998  revenue  was
derived from new products introduced in the last 5 years.  This
is  consistent with 1997, but up 20% over 1996 and  nearly  70%
higher  than  1995. A prime focus of the Company's new  product
program  is  to  offer  highly integrated application  specific
standard  products (ASSPs) that target large  and  fast-growing
markets such as broad-band and wireless communications, digital
audio  and  video,  medical imaging  and  motor  control.  Much
progress  was made on the development of advanced manufacturing
processes   including   the   next  generation   analog   wafer
fabrication  processes.  R&D spending was 15.5% of  revenue  in
1998.  The  Company intends to maintain a similar level  during
1999.

<PAGE> 27

SMG&A  expenses declined to $48.1 million or 18.6%  of  revenue
from  $49.5 million or 19.6% in 1997. This improvement was  the
result   of   consolidation   of   selling,   logistics,    and
administration  activity in Europe and Japan, expanded  use  of
third  party  distribution in all regions and  improvements  in
administrative  efficiency. The Company's long  term  objective
for  SMG&A  is  18%  of  revenue.  In  order  to  support  this
objective,  the  Company  is  continuing  to  consolidate   all
administrative,  logistics, and inventory  functions  in  three
regional  service centers worldwide. The adoption of  a  common
worldwide information system is also expected to further reduce
administrative costs. Worldwide implementation of  this  system
was  completed in 1998 when our Asian operations went  on-line.
The Company's plan anticipates an increase in the proportion of
large  order  opportunities inherent in the strategy  to  bring
high   performance  to  high  volume  applications  which,   if
successful  should  also reduce overall cost  of  selling.  The
increased use of third-party distribution channels has not only
increased   revenue,  but  has  also  reduced  selling   costs.
Approximately half of the Company's 1998 revenues were  derived
from  this  channel, up from 46% in 1997 and 40% in  1996.  The
Company  intends to continue cost restraints and, as a  result,
to maintain SMG&A expenses at approximately 17.0% for 1999.

During 1998, the Company was able to increase its investment in
R&D  by  approximately $6 million while reducing SMG&A spending
by  $1.4  million.  This  reflects  a  continuing  strategy  to
maintain  a substantial level of R&D investment as the  primary
driver  of future revenue growth while reducing SMG&A  expenses
to more competitive levels.

The Company reported 1998 operating income of $44.7 million  or
17.3%  of  revenue, an increase from $43.6 million in 1997.  As
compared  to  1997,  the Company was able to improve  operating
income by 2.5% while devoting 17.5% more resources to R&D.

Other  income  and expense consists primarily of  net  interest
income on invested cash and gains and losses on foreign
currency transactions.

The  1998 tax rate was 26%, down from 30% in 1997. The decrease
was  due  to  an  increased foreign sales corporation  benefit,
increased  tax  credits,  a further  shift  to  tax  advantaged
investments  and favorable Arizona legislation.  The  1998  tax
rate  was less than the U.S. federal statutory tax rate of  35%
due  mainly  to the benefits from a foreign sales  corporation,
research  and  development credits, and tax  exempt  investment
income. At December 31, 1998, based on previous taxable  income
and  projections for future taxable income, management believes
that   with   the   exception  of  foreign  loss   and   credit
carryforwards,  for  which  valuation  allowances   have   been
provided, it is more likely than not that the Company will earn
sufficient  taxable  income  in future  years  to  realize  the
recorded deferred tax assets.

Net income for the year of $35.9 million was the highest in the
Company's history. Net income was up $3.2 million or 9.8%  over
1997.  Net  income represented 13.9% of revenue as compared  to
13.0%  in  1997. Diluted earnings per share (EPS)was  $.94  for
1998, 9.3% higher than the $.86 of 1997.

1997 COMPARED TO 1996

The  Company reported 1997 revenue of $252.1 million, which was
14.6%  above 1996 revenue. All geographic regions were up  over
last  year.  The  U.S.  and  southeast  Asia  showed  the  most
strength.  Domestic  sales increased significantly,  led  by  a
strong  distribution  channel. Sales into the  southeast  Asian
(SEA)  region excluding Japan more than doubled. Japan's growth
was  impacted  by  a  weakening  Yen.  Revenue  from  both  the
communications and digital audio and video markets  contributed
a  larger  proportion of the Company's total  revenue.  Revenue
from  the  communications  market had  the  highest  percentage
increase  when  compared  to 1996. The  percentage  of  revenue
derived  from the digital audio and video and computer  markets
also increased over 1996 levels. Industrial and process control
and  test  and instrumentation, a market in which  the  Company
maintains  a very strong position, accounted for slightly  less
than one-half of total revenues.

<PAGE> 28

At  50.4%  of revenue, gross margin for the year was even  with
1996. Gross margin improved to 51% of revenue during the fourth
quarter  of 1997, reflecting a higher level of internal factory
utilization and increased operating leverage from higher  total
sales.  Mix  continues to shift toward higher  volume  products
with  lower  average selling prices without having  an  adverse
effect  on  aggregate gross margin. Fourth quarter  unit  sales
volume increased by 23% sequentially and by 75% over the fourth
quarter  of 1996. Consistent with past experience, like product
pricing  remained  stable.  Reliance  upon  externally  sourced
wafers inhibited further gross margin expansion.

Operating expenses for the year increased to $83.5 million from
$80.7  million in 1996 but declined as a percentage of  revenue
to  33.1%  from 36.7%. The reduction in this ratio was realized
exclusively in SMG&A.

Investment in R&D expense was increased by $5.5 million or  19%
to $34 million. A record 79 new products were introduced during
the  year; the third consecutive year in which a new record was
established.  Nearly  half of the Company's  1997  revenue  was
derived  from new products introduced in the last 5  years,  up
20% over 1996 and nearly 70% higher than 1995.

SMG&A  expenses declined to $49.5 million or 19.6%  of  revenue
from $52.2 million or 23.7% in 1996. SMG&A expense declined  to
17.6%  of  revenue  during the fourth quarter  of  1997.  These
improvements  were  the  result of  consolidation  of  selling,
logistics, and administration activity in Europe, expanded  use
of  third party distribution in all regions and improvements in
administrative efficiency.

During 1997, the Company was able to increase its investment in
R&D by more than $5 million while reducing SMG&A spending by $3
million.

The Company reported 1997 operating income of $43.6 million  or
17.3% of revenue, a significant increase from $30.1 million  or
13.7%  of  revenue  in 1996. Operating income  for  the  fourth
quarter  of  1997 set a new quarterly record both  in  absolute
dollars  and  as  a  percent  of  sales.  This  improvement  is
primarily due to improved revenue growth and operating  expense
control.  As compared to 1996, the Company was able to  improve
operating  income by 45% while devoting 19% more  resources  to
new product development activities.

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

The  1997  tax  rate was 30% up from 25.5% in  1996  due  to  a
reduction in tax benefit carryforwards and increased
profitability.

Net  income for the year of $32.7 million was up $3 million  or
10%  over 1996. When excluding a $5.3 million gain realized  in
1996  from  the sale of a subsidiary, net income  increased  by
34.2% on a consolidated revenue gain of 14.6%. Diluted earnings
per share (EPS) was $.86 for 1997, 8.9% higher than the $.79 of
1996. When excluding the $5.3 million or $.14 per diluted share
gain realized from the sale of a subsidiary, 1997 EPS increased
by 32.3%.

LIQUIDITY AND CAPITAL RESOURCES

The Company believes that its financial position as of December
31,  1998  remains  very sound. Despite  over  $26  million  in
capital  spending,  cash,  equivalents,  and  investments  were
$120.3  million  at year end, an increase of $21.2  million  or
21.4% during the year.

Inventories increased by $7.8 million or 17.4% during the  year
to $52.3 million at December 31, 1998. The increase in
inventory  levels from 1997 reflected the Company's  desire  to
run its factories at a higher level than revenue in order to
replenish inventories, especially die bank inventory,  depleted
during  the  capacity constraint difficulties  earlier  in  the
year.

<PAGE> 29

The  Company's expectation for 1999 is for inventory to  remain
relatively flat in absolute terms and, if it is successful in
achieving  sales  growth, to further decline as  a  percent  of
revenue. Currently, annual inventory turns are nearing 2.6 down
from  2.7  at this time last year. The Company's 1999 objective
is  to  improve this to over 3, although its ability to achieve
this  objective  is  subject to several  factors  not  entirely
within the Company's control.

During  the  year, net accounts receivable decreased  by  1.8%.
Days  sales outstanding (DSO) increased to 79 days at  December
31,  1998  from  77  days at the end of  the  prior  year.  The
increase in DSO reflected a higher level of sales in the fourth
quarter  in Japan and non-linearity in monthly shipments.  This
is  planned  to  improve  in  1999  due  to  increased  use  of
distribution, improved shipment linearity, and more  aggressive
collection activity.

Capital  expenditures  totaled $26.5  million  for  1998,  $0.8
million   or   3.3%   higher  than  1997.   Modernization   and
standardization  of manufacturing equipment,  backend  capacity
expansion   due  to  increased  unit  volume,  next  generation
technology development, and development of information  systems
were the primary uses of capital spending. The Company plans to
have  1999 capital expenditures within the range of $20 million
to  $25 million, consisting in large part of capacity expansion
measures and improvements in product design automation.

At  1998  year end, total debt was $21.4 million of which  $4.2
million was term debt. This represented a $9.3 million
increase  in total debt over 1997. Most of this debt  was  held
internationally and represented an interest rate arbitrage
situation in Japan. In addition to term debt, credit facilities
of  approximately  $41.3  million, including  overdraft  credit
facilities  with both domestic and international  banks,  were
available to the Company, of which approximately $17.3  million
or  41.9% was utilized. The current ratio improved to  3.44  in
1998  from 2.95 in 1997. The debt to equity ratio declined year
over  year  from  .05 to .08. 170,000 shares of  the  Company's
common  stock were repurchased in the fourth quarter at a  cost
of   approximately  $3.5  million.  In  October  of  1998,  the
Company's board of directors approved the repurchase of up to 3
million shares of Burr-Brown's common stock, from time to time,
pursuant  to  repurchase guidelines established by  the  Board.
Stockholders' equity increased by $38.6 million or 16.4% during
1998.

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

International  markets constitute a majority of  the  Company's
revenue. The resulting transactions have exchange rate
fluctuation  risk  associated with them. The  Company  acts  to
minimize the impact of foreign currency exchange rate
transactions through natural hedges afforded by its significant
foreign  operations and through the use of financial hedges  in
the  form  of forward contracts and option contracts.  Exchange
rate  fluctuations  can  also  affect  the  Company's  reported
revenue  as the international subsidiaries' sales are primarily
denominated   in  foreign  currencies  but  reported   in   the
consolidated   financial  statements  in  U.S.  dollars   using
weighted-average   exchange   rates.   (See   also    "Business
Outlook-Market Risk")

The impact of inflation on the Company's financial position and
results of operations has not been significant during the three
year period ended December 31, 1998.

YEAR 2000 ISSUE

YEAR  2000  INITIATIVE: 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. Burr-Brown's  Year
2000  initiative  is  being addressed by  a  multi-disciplinary
committee led by senior information system technology managers.
The  committee is evaluating Year 2000 issues in the  following
five key categories:

<PAGE> 30

a. Company products;
b. Business application systems;
c. Information technology ("IT") infrastructure;
d. Non-IT infrastructure (factory and facilities equipment
   and infrastructure); and
e. Third party suppliers and customers.

The  committee is addressing each of these categories in  three
phases:

1. Inventory (identify items with possible Year 2000 risk);
2. Assessment (prioritize the inventory, assess Year 2000
   compliance, plan corrective action and identify initial
   contingency plans); and
3. Remediation (implement corrective action, test and verify
   compliance, execute contingency plans if not compliant).

STATE  OF  READINESS:  The  Company  has  determined  that  its
semiconductor products should not produce errors processing
data as a result of Year 2000 failures, provided that all other
products   (e.g.,  other  software,  hardware  and   electronic
components)  used  with  the Burr-Brown semiconductor  products
properly  exchange  accurate data. The Company's  products  are
used  in  a  wide  variety of applications in conjunction  with
other  electronic components and software from  many  different
vendors;  to  verify proper Year 2000 operation of  a  complete
system, customers will need to verify proper operation of  each
individual  component as well as the system as a whole  in  the
specific application environment.

The  committee  has  completed an  inventory  of  all  domestic
business  application systems and IT infrastructure  (including
software,  hardware and communications infrastructure,  systems
developed   in-house,  purchased  software  and  hardware   and
services  provided  by  third parties).  The  Company  began  a
worldwide replacement of its primary business systems  in  1994
to    provide   additional   significant   information   system
functionality as well as Year 2000 readiness. This  replacement
is  nearly complete and is intended to be completed enterprise-
wide by mid-1999. However, if this replacement is not completed
on  a  timely basis, Year 2000 related failures could adversely
impact  the Company. These primary business application systems
and  IT  infrastructure have been licensed  or  purchased  from
major  software and IT vendors who represent that such  systems
and  equipment  are Year 2000 compliant. In addition  to  those
representations,  the  Company is  internally  assessing  these
systems  to  ensure  Year  2000  compliance  in  the  Company's
application  environment. The committee has identified  certain
non-critical, legacy systems and applications that are  not  or
may  not  be  compliant. Specific compliance  plans  are  being
developed for these and all other items on the inventory. These
plans  include retirement, replacement, renovation, integration
and testing.

The   committee   has   completed  its  inventory   of   Non-IT
infrastructure  and  is currently in the assessment  phase  for
several   critical  systems.  Non-IT  infrastructure   includes
physical  fabrication  and test facilities  and  equipment  for
production.  Burr-Brown's  manufacturing  processes  are   very
automated. The inventory and assessment has identified assembly
and  test equipment that contains embedded proprietary software
or  is  integrated into PC software databases  that  will  need
renovation or replacement. If not remedied, it is possible that
some  of  this infrastructure could cease to function. However,
the Company believes most of this infrastructure would continue
to  function, but may report inaccurate data that could  result
in  production  inefficiencies.  Remediation  plans  are  being
implemented  with  the  assistance  of  the  vendors  of   such
equipment and software.

The Company is formally communicating with significant past and
present  suppliers, customers and subcontractors  to  determine
the extent to which they are vulnerable to Year 2000 issues. To
date, the Company has communicated with approximately 350  such
parties,  and  will continue to communicate with key  suppliers
that  are  not  yet  compliant in an  effort  to  eliminate  or
minimize  any  impact  their non-compliance  may  have  on  the
Company's  operations. Continuing feedback indicates that  most
of  the  Company's  suppliers  do  not  expect  their  business
operations to be interrupted or adversely impacted by Year 2000
problems.  In  the  event  that any significant  customers  and
suppliers  do  not  successfully and timely achieve  Year  2000
compliance, it is possible that the Company's operations  could
be adversely affected.

<PAGE> 31

Burr-Brown   anticipates   completing   its   remediation   and
contingency plans by the end of the third quarter of 1999,  and
intends  to  complete Year 2000 compliance  solutions  for  any
critical  systems that might be earlier impacted by  Year  2000
issues  (e.g.,  order entry systems) prior to  any  anticipated
significant  impact  from  Year 2000 date  issues.  Of  course,
completion of the project is contingent upon the timeliness and
accuracy  of software upgrades and equipment from vendors,  the
adequacy  and  accuracy of our internal and external  resources
used in assessing, remediating and testing our internal systems
for  compliance,  the  timely  cooperation  of  our  suppliers,
subcontractors  and  customers, and  other  potential  factors.
Furthermore, there can be no assurances that implementation  of
the   Company's  Year  2000  initiatives  will  fully  mitigate
potential failures or problems.

COST  OF  COMPLIANCE:  Since 1994,  the  Company  has  expended
approximately $15 million on information system replacement.
The  committee  currently anticipates spending between  $1.0  -
$2.0  million  to  achieve Year 2000 compliance  for  presently
identified  IT  and  Non-IT infrastructure  that  will  require
remediation.  The committee has and will continue  to  use,  as
required, external consultants to assess and mitigate Year 2000
problems. To the extent the Company is required to use  outside
consultants  more  than  presently anticipated,  the  Company's
costs  to  address Year 2000 issues will increase.  These  cost
estimates  may  change as more information becomes  known.  All
Year  2000 costs have been and will continue to be funded  from
operations.

CRITICAL RISKS: Although the Company intends that its Year 2000
initiative will avoid any material adverse effect on its
operations  or  financial condition,  it  recognizes  that  the
occurrence   of   worst   case  Year   2000   scenarios   could
significantly impede its ability to manufacture, distribute and
sell its products for an indefinite period of time. The Company
is dependent on basic public and private infrastructure for its
normal   operations.  In  the  event  utilities,   distribution
channels,  banking  systems or other fundamental  services  are
unavailable as a result of Year 2000 failures, this would  have
a  severe  impact on continuing business operations. Any  long-
term  interruption would have a material adverse impact on  the
Company.  In  addition,  the  Company  does  not  have  readily
available  alternative sources of supply for certain  materials
and  services (e.g., specific wafer production processes).  The
Company  would not be able to replace these critical  suppliers
without significant delay and cost.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In  March 1998, the AICPA issued SOP 98-1, ACCOUNTING  FOR  THE
COSTS  OF  COMPUTER  SOFTWARE DEVELOPED  FOR  OR  OBTAINED  FOR
INTERNAL  USE. The Company adoped the SOP on January  1,  1999.
The SOP requires capitalization of certain costs incurred after
the date of adoption in connection with developing or obtaining
software for internal use. As the Company already has a  policy
of  capitalizing  internal use software, the Company  does  not
believe  that  the adoption of this SOP will  have  a  material
effect  on the Company's consolidated results of operations  or
financial position.

LITIGATION

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

BUSINESS OUTLOOK

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

<PAGE> 32

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

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

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

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

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

MARKET  RISKS:  The  Company is exposed  to  certain  financial
market risks, principally changes in interest rates and foreign
currency exchange rates.

INTEREST RATE RISKS: As the Company is virtually debt-free, the
Company's interest rate risk at December 31, 1998 relates
primarily  to  its cash equivalents, short-term  and  long-term
investments.

The following summarizes the future maturities of the Company's
cash equivalents, short-term and long-term investments
at December 31, 1998:

<TABLE>
<CAPTION>

                              Fair Value     Weighted Yield
-----------------------------------------------------------
<S>                           <C>                 <C>
Maturities in 1999            $ 58,658            4.09%
Maturities in 2000              44,209            4.35%
                              -----------------------------
Total                         $102,867            4.17%
                              =============================

<PAGE> 33

</TABLE>

FOREIGN  CURRENCY RISKS: International markets  account  for  a
majority of the Company's revenue. The resulting transactions
have  exchange rate fluctuation risk associated with them.  The
company  acts  to  minimize  the  impact  of  foreign  currency
exchange  rate transactions through natural hedges afforded  by
its  significant  foreign operations and  through  the  use  of
financial  hedges in the form of forward contracts  and  option
contracts.  These  contracts have historically  been  in  three
currencies,  Japanese  Yen, British Pounds  and  German  Marks,
although  such contracts have been exclusively in Japanese  Yen
in 1997 and 1998. The following summarizes the foreign currency
forward  contracts, which settle in 1999, in effect at December
31, 1998:

<TABLE>
<CAPTION>

                         Notional       Average
                         Amount         Rate      Fair Value
------------------------------------------------------------
<S>                      <C>            <C>       <C>
Japanese Yen Forward
 Contracts               $8,753,000     114.39    ($244,000)

</TABLE>

FACTORS  AFFECTING FUTURE 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, fluctuations  in
manufacturing   yields  and  the  continued  service   of   key
management,   employees   and  providers.   The   Company   has
experienced  significant fluctuations in operating  results  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.
As  noted  above,  the  industry is  currently  experiencing  a
downturn and the Company is unable to predict the likely extent
or  duration  of  this downturn. 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.

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

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

<PAGE> 34

barriers and restrictions and the burdens of complying  with  a
variety  of  foreign  laws. In addition, because  most  of  the
Company's  international  sales  are  denominated  in   foreign
currencies, gains and losses on the conversion to U.S.  dollars
of  accounts  receivable  and  accounts  payable  arising  from
international operations may contribute to fluctuations in  the
Company's  operating  results. A  substantial  portion  of  the
Company's  revenue  is  attributable  to  sales  in  Japan  and
Southeast  Asia. The recent economic instability in  Japan  and
Southeast Asia has had a negative impact on the Company's sales
during  1998 and there can be no assurance that this  condition
will not continue. This situation could have a material adverse
effect  on  the  Company's business, financial condition,  cash
flows  or  operating results, particularly to the  extent  that
this  instability  materially impacts  the  sales  of  products
manufactured by the Company's customers.

The  Company  has in the past been, and 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. From time to time, third
parties  assert  that  the  Company is infringing  intellectual
property rights of such parties. There can be no assurance that
infringement  claims  by third parties  will  not  be  asserted
against  the Company 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,  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.

The  Company's success depends upon its ability to develop  new
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. 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.

<PAGE> 35

FIVE YEAR FINANCIAL SUMMARY
Burr-Brown  Corporation and Subsidiaries- In thousands,  except
per share and employee amounts

<TABLE>
<CAPTION>

               1998      1997      1996      1995      1994
---------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>       <C>
Net revenue    $258,094  $252,102  $219,997  $269,162  $194,196
Revenue by
geographic area:
 Foreign            65%       66%       66%       64%       62%
 Domestic           35%       34%       34%       36%       38%
Inc. (dec.) in
 revenue over
 prior years         2%       15%      (18%)      39%       15%
Gross margin %
 of revenue          51%      50%       50%       49%       45%
Operating expenses
 % of revenue        34%      33%       37%       34%       40%
Operating income
 % of revenue        17%      17%       14%       15%        5%
Interest expense
 % of revenue         0%       0%        0%        0%        1%
Other income
 % of revenue         2%       1%        5%        0%        0%
Net income      $ 35,857 $ 32,662  $ 29,684  $ 29,212   $ 6,465
Basic per
 share amount   $    .98 $    .91  $    .82  $    .87   $   .20
Diluted per
 share amount   $    .94 $    .86  $    .79  $    .83   $   .20
                -----------------------------------------------
Income tax rate      26%      30%       25%       27%       22%
                -----------------------------------------------
Return on revenue    14%      13%       13%       11%        3%
Return on average
 assets              11%      12%       12%       15%        5%
Return on average
 capital employed    13%      14%       14%       19%        6%
Return on equity     13%      14%       15%       16%        7%
                -----------------------------------------------
Total capital
employed        $299,132 $251,375  $220,260  $202,349  $110,055
 % of revenue       116%     100%      100%       75%       57%
                -----------------------------------------------
Total equity    $273,513 $234,916  $199,406  $179,145  $ 87,622
 % of revenue       106%      93%       91%       67%       45%
Basic per
 share amount   $   7.46 $   6.52  $   5.54  $   5.35  $   2.72
Diluted per
 share amount   $   7.15 $   6.19  $   5.31  $   5.07  $   2.69
                -----------------------------------------------
Long-term debt,
 less current
 portion        $  2,921 $  1,482  $  1,830  $  1,808  $  1,839
Total debt      $ 21,445 $ 12,145  $ 17,450  $ 20,862  $ 19,900
 % of revenue         8%       5%        8%        8%       10%
Debt-to-equity
 ratio              0.08     0.05      0.09      0.12      0.23
                -----------------------------------------------
Total assets    $338,691 $299,388  $261,588  $252,249  $143,008
 % of revenue       131%     119%      119%       94%       73%
                -----------------------------------------------
Working capital $141,372 $114,017  $ 97,914  $129,908  $ 45,623
 % of revenue        55%      45%       45%       48%       23%
                -----------------------------------------------
Current ratio       3.44     2.95      2.76      2.96      1.98
Capital
 expenditures   $ 26,474 $ 25,637  $ 31,919  $ 17,574  $ 12,055
Depreciation and
 amortization   $ 16,928 $ 13,834  $ 13,272  $ 12,712  $ 10,615
                -----------------------------------------------
Land, building,
 equipment, net $ 92,164 $ 79,466  $ 67,530  $ 51,424  $ 45,896
  % of revenue       36%      32%       31%       19%       24%
                -----------------------------------------------
Average number
 of employees
 during the year   1,334    1,306     1,540     1,926     1,825
Revenue per
 employee       $ 193.47 $ 193.03  $ 142.86  $ 139.75  $ 106.40
                -----------------------------------------------
Shares used to
compute EPS:
 Basic shares     36,670   36,054    36,003    33,500    32,212
 Diluted shares   38,279   37,935    37,510    35,315    32,620

<PAGE> 36

</TABLE>