Exhibit 10.19 - Amendment to Loan Agreement

               AMENDMENT NO. 1 TO LOAN AGREEMENT


      THIS  AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Amendment"),
is  made  this  15th day of November, 1996, by and between  BURR-
BROWN CORPORATION, a Delaware corporation ("Borrower"), and WELLS
FARGO BANK, National Association (the "Bank").


I.   .    Recitals.

     A.        Borrower and the Bank (as successor by merger to First
Interstate  Bank  of  Arizona, N.A.) are  parties  to  that  Loan
Agreement   dated  January  31,  1996  (the  "Loan   Agreement").
Capitalized  terms used without definition herein are  used  with
the meanings attributed to such terms in the Loan Agreement.

     B.        Borrower and the Bank desire to modify and amend the
Loan  Agreement  to  provide, among other things,  (a)  that  the
Bank's  obligation to make Advances under the Loan  Agreement  is
reduced  from  $15,000,000 to $10,000,000  in  maximum  principal
amount,  (b) that the definition of Termination Date be  amended,
(c)  that the Commitment Fee be reduced, and (d) that Section 9.6
of  the Loan Agreement relating to Debt Coverage Ratio be amended
and restated to provide for an EBITDA coverage ratio.

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

I.   .    Modification and Amendment of Loan Agreement.

     A.        The Loan Agreement is hereby modified and amended as
follows:

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

               '"Termination Date" means the earlier of
          the  following: (a) May 1, 1998  or  (b)  the
          date  on  which  the Revolving Commitment  is
          terminated pursuant to subsection 10.2."'

          1.        Definition of "Debt Service Ratio".  The defined term
"Debt Service Ratio" is deleted in its entirety from Annex  1  to
the  Loan Agreement, and each reference, if any, to the term Debt
Service  Ratio  contained elsewhere in Loan  Agreement  shall  be
deemed  to  be  a  reference to the term  EBITDA  Coverage  Ratio
(hereinafter defined).

          2.        Definition of "EBITDA Coverage Ratio".  The following
definition  is  added  to Annex 1 to the Loan  Agreement  in  the
proper alphabetical sequence:

                ""EBITDA Coverage Ratio" means the result of  the
          following  calculation, expressed as a percentage,  for
          Borrower  and  the Subsidiaries as at the  end  of  any
          fiscal quarter of Borrower:

                     (a)  the sum of Borrower's Consolidated  Net
          Income,  interest  expense net of capitalized  interest
          expense,  depreciation  expense,  and  amortization  of
          intangibles  expense, measured over the preceding  four
          fiscal quarters of Borrower; divided by

                     (b)   the  sum  of interest expense  net  of
          capitalized   interest  expense,  measured   over   the
          preceding  four fiscal quarters of Borrower,  plus  the
          prior  quarterly period current maturity  of  long-term
          debt and the prior quarterly period current maturity of
          subordinated indebtedness."

          1.        Definition of "Revolving Credit Commitment Amount".
The  definition of "Revolving Credit Commitment Amount" set forth
in  Annex  1  to  the  Loan Agreement is hereby  amended  in  its
entirety to read as follows:

                '"Revolving  Credit Commitment  Amount"
          means  Ten  Million Dollars  ($10,000,000.00)
          (as  the same may be (i) reduced pursuant  to
          subsection 3.5 or (ii) changed as a result of
          an assignment pursuant to subsection 12.6)."'

          1.        Amendment of Section 3.4  Commitment Fee.  The words
"three-eights of one percent (0.375%)" are deleted from the first
sentence of Section 3.4 of the Loan Agreement, and the words "one-
quarter of one percent (0.25%)" are inserted in place thereof.

          2.        Amendment of Section 9.6.  The caption and the text of
Section 9.6 of the Loan Agreement is deleted in its entirety  and
are replaced by the following:

                          "EBITDA  Coverage Ratio.  The  Borrower
               shall  not permit the EBITDA Coverage Ratio to  be
               less  than  2.0  to 1 as of the last  day  of  any
               fiscal quarter of Borrower."

I.    .     Borrower's  Representations;  Effectiveness  of  this
Amendment.
          Borrower represents and warrants to the Bank that:

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

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

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

The  Bank  acknowledges  and agrees that  the  reduction  of  the
commitment fee to 0.25% shall be effective from November 1, 1996,
and  the Bank and Borrower agree that the reduction of the Bank's
Revolving Commitment Amount shall also be effective from November
1, 1996.

I.    .     Acknowledgements.  Borrower and the Bank  acknowledge
that, as amended hereby, the Loan Agreement remains in full force
and  effect  and that each reference to the Loan Agreement  shall
refer  to  the  Loan Agreement as amended hereby.   The  Borrower
confirms  that it will continue to comply with the covenants  set
out  in  the  Loan  Agreement and the other  Loan  Documents,  as
amended  hereby, and that its representations and warranties  set
out  in  the  Loan  Agreement and the other  Loan  Documents,  as
amended  hereby,  are true and correct as of  the  date  of  this
Amendment  in  all  material  respects.   The  Borrower   further
represents  and  warrants  that (i) the execution,  delivery  and
performance  of  this  Amendment by the Borrower  is  within  its
corporate  powers and has been duly authorized by  all  necessary
corporate action; (ii) this Amendment has been duly executed  and
delivered  by  Borrower  and constitutes  the  legal,  valid  and
binding  obligation of Borrower enforceable against  Borrower  in
accordance with its terms; and (iii) the conditions set forth  in
subsections  3.1  and  3.2  of  this  Amendment  have  all   been
satisfied.

II.  .    General.

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

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

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

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

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

     F.        This instrument supersedes and replaces any and all
prior  versions  of  this  Amendment No.  1  to  Loan  Agreement,
including   any  executed  version  that  inadvertently   omitted
provisions  relating  to  the amendment of  the  term  "Revolving
Credit Commitment Amount" which is hereinabove set forth, and  no
such version shall have any force or effect whatever.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Amendment  No. 1 to Loan Agreement to be executed as of  the  day
and year first above written.

                         BURR-BROWN CORPORATION



                         By G. Roger Myers
                           Its Treasurer



                         WELLS FARGO BANK, NATIONAL ASSOCIATION



                         By
                            Paul C. Hornung, Vice President