EXHIBIT 10.18

BURR-BROWN CORPORATION
CASH PROFIT-SHARING PLAN


          PURPOSE OF THE PLAN

This  Cash Profit-Sharing Plan is intended to promote
the  interests of Burr-Brown Corporation, a  Delaware
corporation   (the   "Corporation"),   by   providing
eligible   individuals  with   the   opportunity   to
participate  in a profit-sharing program  which  will
provide   them   with  a  meaningful   incentive   to
contribute to the Corporation's financial success.

          DEFINITIONS

          Board shall mean the Corporation's Board of
Directors.

           Bonus Pool shall mean that portion of  the
Corporation's  Pre-Tax Profit  for  the  fiscal  year
ending  within  the Earn-Out Period which  the  Board
determines in its sole discretion to allocate to  the
Plan  for distribution pursuant to the provisions  of
Article V.

           Earn-Out  Period shall mean  the  fourteen
(14)-month  period  commencing  on  January  1   each
calendar year and ending on the last business day  of
February  in  the  succeeding  calendar  year.    The
initial  Earn-Out Period shall begin January 1,  1995
and end February 29, 1996.

           Disability shall mean the inability of the
Participant  to  engage  in any  substantial  gainful
activity  by  reason  of  any medically  determinable
physical  or mental impairment expected to result  in
death  or  to  continue for a period of  twelve  (12)
consecutive months or more.

           Eligible  Earnings shall mean the  regular
base  salary paid to the Participant for the calendar
year  ending  within the Earn-Out  Period  (including
commissions), plus any pre-tax contributions made  by
the   Participant  for  such  calendar  year  to  any
Internal  Revenue Code Section 401(k) salary deferral
plan or any Section 125 cafeteria benefit program now
or  hereafter  established by the  Corporation.   The
following items of compensation shall not be included
in   Base   Salary:   (1)  all  shift  differentials,
overtime payments, bonuses, medical leave pay, profit-
sharing   distributions  and   other   incentive-type
payments,  including profit-sharing  awards  received
under  this Plan, (ii) the matching contributions  or
deferred  profit-sharing contributions  made  by  the
Corporation  under the Future Investment  Trust,  and
(iii)  any and all contributions (other than Internal
Revenue   Code   Section  401(k)   or   Section   125
contributions)  made on the Participant's  behalf  by
the Corporation under any employee benefit or welfare
plan now or hereafter established.  In no event shall
the   Eligible  Earnings  of  any  Participant   with
commission income exceed the maximum of the pay range
for  the  individual  for the  calendar  year  ending
within the Earn-Out Period.

           Employee shall mean any individual in  the
regular  employ (including regular part-time  employ)
of   the  Corporation  and  shall  exclude  (i)   any
individual employed on a temporary basis, whether the
services  of that individual are obtained  through  a
temporary placement agency or leasing organization or
by  direct  hire  by the Corporation,  and  (ii)  any
independent consultant or advisor.

           Early Retirement shall mean the status  of
any  Employee  who,  at termination  date  of  active
employment, has attained the age of sixty (60)  years
with ten (10) years continuous service.

           Normal Retirement shall mean the status of
any  Employee  who,  at termination  date  of  active
employment,  has attained the age of sixty-five  (65)
years with five (5) years continuous service.

           Participant  shall mean any  Employee  who
participates  in  the  Plan in  accordance  with  the
eligibility provisions of Article IV.

          Payment Date shall mean the last day of the
Earn-Out  Period and shall be the date on  which  the
Bonus Pool for that Earn-Out Period is to be actually
distributed.

          Plan shall mean this Burr-Brown Corporation
Cash  Profit-Sharing Plan, as amended  from  time  to
time.

            Plan   Administrator   shall   mean   the
Compensation  Committee of the Board in its  capacity
as administrator of the Plan.

          Pre-Tax Profit shall mean the Corporation's
pre-tax profit for the fiscal year ending within  the
Earn-Out  Period, as determined on the basis  of  the
consolidated  profits  of  the  Corporation  and  its
subsidiaries  for  such fiscal  year,  calculated  in
accordance   with   generally   accepted   accounting
principles,  consistently applied, and  confirmed  by
independent  audit, and without reduction  or  offset
for  any federal, state or local income taxes payable
on  such profits.  Pre-Tax Profit shall, however,  be
subject to the following adjustments:  (i) all  items
of income, gain, loss or expense for such fiscal year
determined   by   the   Plan  Administrator   to   be
extraordinary or unusual in nature and  not  incurred
or  realized in the ordinary course of business shall
be  excluded from the calculation of Pre-Tax  Profit,
whether   or  not  such  items  would  otherwise   be
considered to be extraordinary in accordance with the
standards  established  by  Opinion  No.  30  of  the
Accounting Principles Board, and (ii) any  profit  or
loss arising from operations acquired or sold by  the
Corporation  during the course of  such  fiscal  year
will be taken into account in the calculation of Pre-
Tax  Profit only to the extent the Plan Administrator
may  under  the circumstances deem it appropriate  in
its absolute discretion.

          Profit-Sharing Award shall mean the portion
of  the  Bonus Pool distributable to each Participant
pursuant to the formula provisions of Article V.

     III. ADMINISTRATION OF THE PLAN

            A.     The   Board  shall  have  complete
discretion to determine the portion (if any)  of  the
Pre-Tax Profit for the fiscal year to be allocated to
the  Bonus Pool for the Earn-Out Period in which that
fiscal  year ends. The portion so allocated may  vary
for each Earn-Out Period, and the Board may determine
that  no Bonus Pool is to be created for one or  more
Earn-Out Periods.

           B.    The  Compensation Committee as  Plan
Administrator  shall  have full power  and  authority
(subject  to the provisions of the Plan) to establish
such rules and regulations as it may deem appropriate
for  proper  plan  administration and  to  make  such
determinations  under, and issue such interpretations
of,  the  Plan  as it may deem advisable.   The  Plan
Administrator  shall be responsible  for  determining
the  individuals eligible to share in the Bonus  Pool
for  each Earn-Out Period and calculating the portion
of  that Bonus Pool allocable to each Participant  in
accordance with the Article V formula.  Decisions  of
the Plan Administrator shall be final and binding  on
all parties with an interest in the Plan.


     IV.  ELIGIBILITY

Each  individual who is an Employee at the  start  of
the  Earn-Out Period and each individual subsequently
hired  by the Corporation as an Employee during  such
Earn-Out  Period  shall qualify as a Participant  for
that Plan Year.  However, no Participant shall accrue
any right to share in the Bonus Pool for a particular
Earn-Out  Period until the last day of that  Earn-Out
Period.    Accordingly,  no  Participant   shall   be
entitled  to  a Profit-Sharing Award for an  Earn-Out
Period,  unless he or she (i) continues  in  Employee
status  through the last day of that Earn-Out  Period
or (ii) terminates active Employee status during such
Earn-Out   Period  by  reason  of  Early  or   Normal
Retirement,   death  or  Disability.   A  Participant
entitled   to  receive  a  Profit-Sharing  Award   in
accordance  with  the  foregoing  criteria  shall  be
designated an Eligible Participant as of the last day
of that Earn-Out Period.

      V.    BONUS  POOL AND INDIVIDUAL PROFIT-SHARING
AWARDS

           A.    The Board shall determine the amount
of  the  Pre-Tax  Profit for the fiscal  year  to  be
allocated  to the Bonus Pool for the Earn-Out  Period
in  which  that fiscal year ends.  Such determination
may be made at any time before or after the start  of
the applicable Earn-Out Period, and there shall be no
requirement that a Bonus Pool be established for  one
or  more particular Earn-Out Periods.  Any Bonus Pool
in  fact established for an Earn-Out Period shall  be
allocated   among   the  Eligible   Participants   in
accordance with the provisions of Section V. B below.

           B.    The portion of the Bonus Pool to  be
allocated as a Profit-Sharing Award to each  Eligible
Participant (as determined under Article IV)  may  be
comprised of two separate components as follows:

                Fixed  Award:   The  first  component
shall  be  a  fixed dollar amount, up  to  a  maximum
threshold  for each Eligible Participant  established
by  the Plan Administrator prior to the Payment Date.
Such dollar amount shall be subject to pro-ration for
Eligible  Participants who do not  complete  fourteen
(14) months of active Employee status in the Earn-Out
Period, either because they became Participants after
the  start  of  the Earn-Out Period Period  or  their
status  changed  to medical leave  or  because  their
status as active Employees terminated during the Earn-
Out by reason of Early or Normal Retirement, death or
Disability.   Such pro-ration shall  be  effected  by
multiplying  the fixed dollar amount by  a  fraction,
the numerator of which is the number of full calendar
months   for  which  the  individual  was  an  active
Employee   during  the  Earn-Out   Period   and   the
denominator of which is fourteen (14).

                Variable  Award: To  the  extent  any
amount  remains  in the Bonus Pool  after  the  Fixed
Awards have been allocated, the balance of the  Bonus
Pool  shall be allocated to the Eligible Participants
in  accordance with their Eligible Earnings  for  the
calendar year ending within the Earn-Out Period.


     VI.  DISTRIBUTION OF PROFIT-SHARING AWARD

Profit-Sharing   Awards  shall   be   paid   to   the
Participants  by check in a lump-sum distribution  on
the  Payment  Date.  However, within  the  first  one
hundred twenty (120) days after the start of any Earn-
Out  Period  (other  than the Earn-Out  Period  which
began on January 1, 1995), the Plan Administrator may
in  its  sole  discretion determine  that  all  or  a
specified  portion of the Profit-Sharing  Awards  for
that  Earn-Out Period is to be contributed on  behalf
of  the  Eligible Participants as a deferred  profit-
sharing  contribution  to the Burr-Brown  Corporation
Future Investment Trust.

     VII. PLAN DURATION AND AMENDMENT

The  Plan  shall become effective as  of  January  1,
1995.   No  Participant shall accrue  any  rights  to
receive a Profit-Sharing Award for a particular Earn-
Out  Period until the Payment Date for that  Earn-Out
Period.    Accordingly,  the  Board   in   its   sole
discretion  may amend or terminate the  Plan  at  any
time  prior  to  the Payment Date  in  effect  for  a
particular Earn-Out Period.

     VIII.     NON-TRANSFERABILITY

The right to receive a Profit-Sharing Award under the
Plan  may  not be transferred, assigned,  pledged  or
encumbered.  Should a Participant die before  receipt
of  any  Profit-Sharing Award  to  which  he  or  she
becomes  entitled under Article V,  then  that  award
shall   be   paid  to  the  Participant's  designated
beneficiary under the Corporation's Future Investment
Trust.    In   the  absence  of  such  a   designated
beneficiary,  the  payment  shall  be  made  to   the
Participant's estate.

     IX.  WITHHOLDING

All  Profit-Sharing Awards paid under the Plan  shall
be  subject  to the Corporation's collection  of  all
applicable  Federal,  state  and  local  income   and
employment taxes required to be withheld therefrom.

     X.   NO EMPLOYMENT RIGHTS

Nothing  in  the Plan shall confer upon a Participant
any  right  to  continue in Employee status  for  any
period  of  specific duration or  interfere  with  or
otherwise  restrict  in any way  the  rights  of  the
Corporation or of the Participant, which  rights  are
hereby  expressly reserved by each, to terminate  the
Employee  status of the Participant at any  time  for
any reason, with or without cause.


     XI.  GOVERNING LAW

The  provisions of the Plan shall be governed by  and
construed in accordance with the laws of the State of
Arizona  without resort to that State's  conflict-of-
laws rules.

           IN WITNESS WHEREOF, Burr-Brown Corporation
has  caused this instrument to be executed on by  its
behalf  by it duly-authorized officer as of the  21st
day of April, 1995.


     BURR-BROWN CORPORATION


     BY:  SYRUS P. MADAVI
          SYRUS P. MADAVI

     TITLE:PRESIDENT AND CHIEF EXECUTIVE OFFICER