UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q

(Mark One)
   X      Quarterly Report Pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

                    For the quarterly period ended April 4, 1998

                               or

          Transition  Report Pursuant to Section 13 or  15(d)  of
          the Securities Exchange Act of 1934

                 Commission File Number 0-11438
                                
                     BURR-BROWN CORPORATION
     (Exact name of registrant as specified in its charter)

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

                   6730 South Tucson Boulevard
                        Tucson, Arizona 85706
            (Address of principle executive offices)
                                
                           (520) 746-1111
                 (Registrant's telephone number)

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

                        Yes   X       No

Indicate the number of shares outstanding of each of the issuer's
classes  of common stock, not including shares held in  treasury,
as of the close of the period covered by this report.
                                
         Common Stock, $0.01 par value 36,553,698 Shares
                                
<PAGE>
                BURR-BROWN CORPORATION AND SUBSIDIARIES

                             INDEX

PART I.   FINANCIAL INFORMATION                           Page #

Item 1    Financial Statements (Unaudited)

          Consolidated Statements of Income, Three
          Months Ended April 4, 1998, and March 29, 1997      3

          Consolidated Balance Sheets, April 4, 1998,
          and December 31, 1997                               4

          Consolidated Statements of Cash Flows, Three
          Months Ended April 4, 1998, and March 29, 1997      5

          Notes to Consolidated Financial Statements          6

Item 2    Management's Discussion and Analysis of Financial
          Condition  and Results  of  Operations              8


PART II.  OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K                    12


SIGNATURES

          Signature Page                                      14


<PAGE>




















PART I.    FINANCIAL INFORMATION                            
                                                            
                                                            
                                                            
             BURR-BROWN CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
        (In thousands except share and per share amounts)
<TABLE>                                                     
<CAPTION>                                                   
                                               Three Months Ended   
                                               Apr. 4,    Mar. 29,
                                                1998        1997
<S>                                            <C>         <C>
Net Revenue                                    $68,685     $54,772
Cost of Goods Sold                              33,087      27,400
                                                ------      ------
Gross Margin                                    35,598      27,372
% of revenue                                       52%         50%
Expenses:                                                         
Research & Development                           9,810       7,219
% of revenue                                       14%         13%
Sales, Marketing, General and Administrative    12,131      11,546
% of revenue                                       18%         21%
                                                ------      ------
Total Operating Expenses                        21,941      18,765
% of revenue                                       32%         34%
Income from Operations                          13,657       8,607
% of revenue                                       20%         16%
Interest Expense                                    93         102  
Other (Income) Expense                            (959)       (883)
                                                ------       -----
Income Before Income Taxes                      14,523       9,388
% of revenue                                       21%         17%
Provision for Income Taxes                       4,357       2,816
Effective Tax Rate                                 30%         30%
                                               -------      ------
Net Income                                     $10,166      $6,572
% of revenue                                       15%         12%


Basic Earnings per Common Share                  $0.28        $0.18
Shares used in basic per share calculation      36,448       35,799
Diluted Earnings per Common Share                $0.27        $0.17
Shares used in diluted per share calculation    38,359       37,853

<FN>                                                          
See Notes to Consolidated Financial Statements.

</TABLE>

                BURR-BROWN CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                            (Unaudited)
                      (In thousands of dollars)
<TABLE>                                                      
<CAPTION>                                                    
                                               Apr. 4,   Dec. 31,
                                                 1998      1997
<S>                                            <C>       <C>
ASSETS                                                          
Current Assets                                               
    Cash and Cash Equivalents                  $71,941   $54,284
    Trade Receivables                           59,042    55,689
    Inventories                                 46,496    44,533
    Deferred Income Taxes                        7,941     7,973
    Other                                       12,842    10,069
                                               -------   ------- 
    Total Current Assets                       198,262   172,548
Long-Term Investments                           32,679    44,767
Land, Buildings and Equipment                                   
    Land                                         3,413     3,418
    Buildings and Improvements                  25,596    25,690
    Equipment                                  149,168   145,411
                                               -------   -------               
                                               178,177   174,519
    Less Accumulated Depreciation             (98,476)   (95,053)
                                               ------     ------                
                                                79,701    79,466
Other Assets                                     2,519     2,607
                                               -------   -------
                                              $313,161  $299,388
                                                             
LIABILITIES AND STOCKHOLDERS'EQUITY
Current Liabilities                                          
    Notes Payable                              $14,606    $9,991
    Accounts Payable                            19,311    18,203
    Accrued Expenses                             5,256     4,678
    Accrued Employee Compensation                         
      and Payroll Taxes                          5,875     9,299
    Deferred Profit from Distributors            8,400     8,318
    Income Taxes Payable                         6,553     7,370
    Current Portion of Long-Term Debt              760       672
                                                ------    ------
    Total Current Liabilities                   60,761    58,531
Long-Term Debt                                   1,190     1,482
Deferred Income Taxes                            3,693     3,774
Other Long-Term Liabilities                        837       685
Stockholders' Equity                                            
    Preferred Stock                                  -         -
    Common Stock                                   382       380
    Additional Paid-In Capital                  97,476    94,779
    Retained Earnings                          159,656   149,915
    Accumulated Other Comprehensive Income         705     1,381                             
    Treasury Stock                             (11,539)  (11,539)
                                               -------   -------               
                                               246,680   234,916
                                              --------  --------
                                              $313,161  $299,388
                                                     
<FN>                                                            
See Notes to Consolidated Financial Statements.

</TABLE>



             BURR-BROWN CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)
                    (In thousands of dollars)
<TABLE>                                   
<CAPTION>                                 
                                         
                                             Apr. 4,       Mar. 29,
                                               1998          1997
<S>                                          <C>           <C>
OPERATING ACTIVITIES:
Net Income                                   $10,166        $6,572
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
  Depreciation and Amortization                3,956         3,144
  Amortization of Deferred Gain                    -          (374)
  Benefit from Deferred Income Taxes            (158)          (95)
  Increase (Decrease) in Deferred Profit                        
  from Distributors                               82          (138)
  Other                                         (235)          (60)
Changes in Operating Assets and Liabilities:
  (Increase) Decrease in Trade Receivables    (4,455)       (5,553)
  (Increase) Decrease in Inventories          (2,265)       (2,525)
  (Increase) Decrease in Other Assets         (2,849)       (2,078)
  Increase (Decrease) in Accounts Payable       1,315        3,043
  Increase (Decrease) in Accrued Expenses                       
  and Other Liabilities                        (3,317)         411
                                              ---------    --------             
Net Cash Provided by Operating Activities       2,240        2,347
                                                                
INVESTING ACTIVITIES:
Purchases of Investments                       (3,568)           -
Maturities of Investments                      15,648        8,423
Purchases of Land, Buildings and Equipment     (4,396)      (6,167)
Proceeds from Sale of Equipment                   101            -
                                               -------      -------           
Net Cash Provided by Investing Activities       7,785        2,256   
                                                          
FINANCING ACTIVITIES:
Proceeds from Short-Term and Long-Term
Borrowings                                      5,012            -
Payments on Short-Term and Long-Term                          
Borrowings                                       (156)      (5,416)  
Proceeds from Capital Stock Activity, Net       2,274          378
                                               -------      -------
Net CashProvided by (Used In) Financing                                                          
Activities                                      7,130       (5,038)

Effect of Exchange Rate Changes                   502         (658)
                                               -------      ------- 
Increase (Decrease) in Cash and Cash 
Equivalents                                    17,657       (1,093)

Cash and Cash Equivalents at Beginning                                               
of Year                                        54,284       38,433
                                              --------     --------

Cash and Cash Equivalents at End of 
Three Months                                   71,941       37,340

<FN>

See Notes to Consolidated Financial Statements.       

</TABLE>

            BURR-BROWN CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)
            (In thousands except per share amounts)

1. BASIS OF PRESENTATION

The  consolidated financial statements included herein have  been
prepared by the Company, without audit, pursuant to the rules and
regulations  of the Securities and Exchange Commission.   Certain
information   and  footnote  disclosures  normally  included   in
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  such  rules and regulations.   In  the  opinion  of
management,  all  adjustments  (consisting  of  normal  recurring
accruals) considered necessary for a fair presentation have  been
included.  Operating results for the quarter ended April 4, 1998,
are  not necessarily indicative of the results to be expected for
the  year  ending  December 31, 1998.  For  further  information,
refer  to  the  consolidated financial statements  and  footnotes
thereto included in the Company's Annual Report on Form 10-K  for
the  year ended December 31, 1997, filed with the Securities  and
Exchange Commission.

2. 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  declared on February 23, 1998  and  distributed  on
March  20,  1998  to  stockholders of record on  March  6,  1998.
Fractional  shares were paid in cash to those stockholders  whose
shares on the record date were not evenly divisible by two.


Shares used in the per common share calculation follow:

<TABLE>
<CAPTION>
                                        Apr. 4,     Mar. 29,
                                          1998        1997
<S>                                      <C>         <C>
    Weighted average common shares                           
       outstanding                       36,448      35,799
    Dilutive effect of stock                                 
       options outstanding using
       the Treasury Stock Method          1,911       2,054
                                         ------      ------
    Shares used in computed Diluted                          
       Earnings Per Share                38,359      37,853

</TABLE>

3.  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 this Statement  had  no
impact on the Company's net income or stockholders' equity.  SFAS
No.  130  requires  unrealized gains or losses on  the  Company's
available-for-sale  securities and foreign  currency  translation
adjustments, which prior to adoption were reported separately  in
stockholders'  equity,  to  be included  in  Other  Comprehensive
Income.   Prior year financial statements have been  reclassified
to conform to the requirements of SFAS No. 130.

The  components of comprehensive income, net of related tax,  for
the  quarters  ended  April 4, 1998 and March  29,  1997  are  as
follows:

<TABLE>
<CAPTION>

                                         Apr. 4,      Mar. 29,
                                           1998         1997
<S>                                      <C>          <C>
   Net income                            $10,166       $6,572
   Unrealized gain/(loss) on                               
   investments                               (83)        (291)
   Foreign currency translation                        
   adjustments                              (593)      (1,153)
                                          -------      ------- 
   Comprehensive income                   $9,490       $5,128
</TABLE>

The components of accumulated other comprehensive income, net  of
related  tax,  at  April 4, 1998 and December  31,  1997  are  as
follows:

<TABLE>
<CAPTION>
                                         Apr. 4,      Dec. 31,
                                          1998          1997
<S>                                      <C>          <C>
   Unrealized gain on investments         $110          $193
   Foreign currency translation                                
   adjustments                             595         1,188
                                          ----        ------
   Accumulated other comprehensive                             
   income                                 $705        $1,381
</TABLE>


4. INVENTORIES

Inventories consist of the following:
<TABLE>
<CAPTION>
                                       Apr. 4,       Dec. 31,
                                        1998          1997
<S>                                    <C>            <C>
       Raw Material                    $11,368        $9,608
       Work-in-Process                  21,658        22,719
       Finished Goods                   13,470        12,206
                                       -------       -------
                                       $46,496       $44,533
</TABLE>

5. TAX RATE

The  effective  tax rate for 1998 is estimated  to  be  30%.  The
Company's  effective tax rate is lower than  the  U.S.  statutory
rate  due to expected benefits from tax exempt investment income,
a foreign sales corporation and tax credits.


6. SEGMENT INFORMATION

In  June  1997, the Financial Accounting Standards  Board  issued
SFAS  No.  131,  Disclosures about Segments of an Enterprise  and
Related Information.  SFAS No. 131 establishes standards for  the
way  that  public  business enterprises report information  about
operating  segments in annual financial statements  and  requires
that   those   enterprises  report  selected  information   about
operating  segments  in  interim  financial  reports.   It   also
establishes standards for related disclosures about products  and
services, geographic areas, and major customers.  SFAS No. 131 is
effective  for  financial statements for fiscal  years  beginning
after December 15, 1997, and therefore the Company will adopt the
new  requirements  retroactively in  1998.   Management  has  not
completed  its  review of SFAS No. 131, but does  not  anticipate
that  the  adoption  of this statement will  have  a  significant
effect on the Company's reported segments.


                                
             BURR-BROWN CORPORATION AND SUBSIDIARIES
              MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis may contain forward-looking
statements  that  involve risks and uncertainties.  Factors  that
might  cause  actual  results  to  differ  from  those  currently
anticipated  include,  but are not limited  to,  those  discussed
under "Factors Affecting Future Results."


RESULTS OF OPERATIONS

Net  income  for the first quarter of 1998 was $10.2  million  or
$.27  per  diluted share.  This compares to net  income  of  $9.8
million  or $.26 per diluted share for the preceding quarter  and
to  net income of $6.6 million or $.17 per diluted share for  the
year ago quarter.

First  quarter new order bookings were up significantly over  the
same  quarter a year ago and were also ahead of bookings  in  the
fourth  quarter  of 1997.  All regions were up  over  last  year.
Sequentially,   Southeast  Asia  and  Europe  showed   the   most
improvement; Japan and the U.S. were the weakest.  The  quarter's
book-to-bill ratio was above unity.

  First quarter 1998 revenue of $68.7 million was up 25% over the
first quarter of 1997 but flat compared to the fourth quarter  of
1997.   The  continuation  of a mix shift  toward  higher  volume
products  introduced capacity bottlenecks in the Tucson  factory.
Japan  revenue, as expected, was below the prior quarter  due  to
seasonal  factors.   Sales into Europe  were  up  17%  over  last
quarter as this region appears to be gaining economic momentum.

Gross  margin for the quarter was 51.8% of revenue, continuing  a
trend  of  gross  margin expansion.  The shift to  higher  volume
products and a weaker  Japanese Yen reduced total average selling
price  by 6% from the prior quarter.  The shift to  higher volume
products  improved operating efficiencies.   Capacity bottlenecks
are currently being addressed in order to bring shipments in line
with  higher levels of customer demand.  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 ICs for  high  volume,  fast
growing,  emerging applications.  Gross margin  improvements  are
expected to accelerate as revenue growth accelerates.

Operating  expense  growth  was actively  constrained  given  the
factory capacity situation.  Hiring was deferred and expenses not
essential  to increasing revenue, improving customer  service  or
the new product development process were postponed until later in
the  year.   Total operating expenses compared to  the  year  ago
quarter  increased $3.2 million.  This increase was primarily  in
the   Research  and  Development  (R&D)  area.   Total  operating
expenses  at  $21.9 million were only slightly  above  the  prior
quarter.   Sales,  Marketing,  and   General  and  Administrative
(SMG&A)  expenses  were flat sequentially.  An  increase  in  the
momentum  of  the  new  product  development  effort  caused  R&D
expenses to increase by $300 thousand over the fourth quarter  of
1997.   The  Company plans to modulate operating  expense  growth
increases in revenue and by established spending models.   It  is
the  Company's  intention  to  maintain  investment  in  R&D   at
approximately  14%  of  sales and to maintain  SMG&A  at  18%  of
revenue  or  lower.   This  reflects our continuing  strategy  to
maintain  a  substantial level of R&D investment as  the  primary
driver  of revenue growth while driving SMG&A expenses to  levels
more consistent within the industry.

First quarter operating income of $13.7 million or 20% of revenue
was  an  improvement over both the previous quarter and the  year
ago quarter.  Operating profit increased by nearly 58.7% over the
year ago quarter on a 25% increase in revenue.

Other  income,  primarily interest income on invested  cash,  was
higher  than the previous quarter.  The first quarter  of  1998's
effective  tax rate remains at the 1997 rate of 30% and  slightly
below  the  planned  rate of 31%.  This difference  reflects  the
current  projection  of a more favorable distribution  of  income
from the various tax jurisdictions in which the Company operates.
The Company's effective tax rate is lower than the U.S. statutory
rate due to benefits from tax exempt investment income, a foreign
sales corporation and tax credits.

Net income for the quarter of $10.2 million was $400 thousand  or
4%  ahead  of last quarter.  As compared to the first quarter  of
1997,  net  income was up 55% on a 25% increase in revenue.   The
Company's goal is to improve profit performance through continued
gross margin expansion, by continued constraint on SMG&A expenses
and  by  revenue growth.  The Company's strategy  is  to  achieve
revenue growth through R&D investments, increased penetration  of
traditional markets such as industrial process control  and  test
and  instrumentation, and expanded participation in new, emerging
markets  such  as communications, digital audio  and  video,  and
computing and multimedia.

FOREIGN OPERATIONS

International  markets  constitute  a  majority  source  of   the
Company's  revenues.   The resulting transactions  have  exchange
rate  fluctuation risk associated with them.  Exchange rate  risk
is  reduced through the natural hedges afforded by the  Company's
foreign   operations,   dollar-based  or   dollar-indexed   sales
transactions  whenever possible and by the  purchase  of  forward
foreign  exchange  and  option contracts  to  hedge  its  foreign
currency  net  accounts  receivable due  from  the  international
subsidiaries.  In addition, the Company has entered into  forward
contracts  and  option  contracts  against  anticipated   foreign
exchange  cash  flows.   These contracts  are  in  three  primary
currencies:   Japanese  Yen, British  Pounds  and  German  Marks.
Exchange rate fluctuations can also affect the Company's reported
revenue to the extent that the international subsidiaries'  sales
are  in  non-indexed  foreign  currencies  but  reported  in  the
consolidated  financial  statements  in  U.S.  dollars  using   a
weighted  average  exchange rate.  When  compared  to  the  first
quarter of 1997, the effect of foreign exchange rate changes  had
approximately  a  4%  unfavorable impact on  first  quarter  1998
revenue.  Hedging activity resulted in a much smaller unfavorable
impact on net income.

FINANCIAL CONDITION

The  Company's financial position remains very sound.  During the
first  quarter  of  1998, cash and investments  increased  by  $6
million despite capital expenditures of $4.4 million, a nearly $3
million   increase  in  accounts  receivable  and  a  $2  million
inventory  increase.  Net inventories increased by $2 million  or
4.4% during the quarter.  This was due to capacity bottlenecks in
the  Tucson  factory  and  the  purchase  of  foundry  wafers  in
anticipation of future demand primarily at the Japan  subsidiary.
Although  inventory turns degraded slightly, this  ratio  remains
much improved as compared to recent history.  Accounts receivable
days  sales outstanding lengthened to 81 days from 77 days.  Much
of  this  increase  is  driven  by  non-linearity  of  shipments,
especially  in  Asia.   Payment  performance  also  has  degraded
slightly.   Reducing  the  Company's  investment  in  outstanding
receivables is a prime financial objective for 1998.

Capital  expenditures totaled $4.4 million for the first quarter.
Total  1998 capital expenditures are expected to be in the  range
of  $28 to $34 million.  A major portion of first quarter capital
expenditures  target automated test equipment, test handlers  and
other  backend assembly and test equipment.  This  is  driven  in
large  measure by the mix shift to higher volume products and  by
the  strategy  to  improve assembly and  test  efficiency.   This
equipment  is  intended to reduce the capacity  constraints  that
impacted first quarter revenue.

At  April  4,  1998, total debt was $16.6 million of  which  $2.0
million  was term debt.  This represented a $4.5 million increase
over total debt at December 31, 1997.  All of the total debt  was
held in Japan and represented an interest rate arbitrage for  the
Company.   In  addition  to  term  debt,  credit  facilities   of
approximately   $36.6   million,   including   overdraft   credit
facilities  with  both  domestic and  international  banks,  were
available to the Company, of which approximately $14.6 million or
39.9%  was utilized at April 4, 1998.  The current ratio improved
to  3.26  at April 4, 1998 from 2.95 at December 31,  1997.   The
debt-to-equity ratio declined from .05 at 1997's year-end to  .07
at  first  quarter-end.  Stockholders' equity increased by  $11.8
million or 5% over 1997's year-end.

Given  both  the  current  cash  position  and  available  credit
facilities,  Management  believes  the  Company  has   sufficient
capital  resources  available to meet its  requirements  for  the
foreseeable future.

YEAR 2000 ISSUE

The Company has commenced a Year 2000 date conversion project  to
assess  possible  impact  of Year 2000 issues  on  its  business.
However,  the  major operating internal software systems  of  the
Company  are  fairly new and therefore Year 2000 compliant.   The
Company  is looking at (a) its internal information and operating
systems,  and  (b)  possible effects  on  the  Company  of  third
parties'  failure to fix their own Year 2000 issues.  A plan  has
been  formulated to convert other minor systems to be  Year  2000
compliant.   The  rest of the evaluation by the Company  has  not
been  completed and expected future costs cannot be estimated  at
this  time.   There can be no assurance that Year 2000 compliance
issues  will  not have an adverse affect on the Company's  future
operating results.




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.
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 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.  Although the recent economic instability in certain  Asian
countries  has not yet had a significant impact on  the  Company,
there  can be no assurance that this instability will not have  a
material  adverse  effect  on the Company's  business,  financial
condition, cash flows or operating results, particularly  to  the
extent  that  this  instability impacts  the  sales  of  products
manufactured by the Company's customers.

The  Company  may  in  the  future  be  subject  to  or  initiate
intellectual  property  litigation  in  the  United   States   or
elsewhere,  which can demand significant financial and management
resources.  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.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 a.   Exhibits

   3.1      Restated Certificate of Incorporation of the Registrant,
            incorporated by reference to Exhibit 3.1 of the
            Registrant's 10-K filing for the period ended December
            31, 1997.  Amendment to Restated Certificate of
            Incorporation dated May 15, 1996, incorporated by
            reference to Exhibit 3.1 of the Registrant's 10-K  filing
            for the period ended December 31, 1996.

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

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

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

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

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

     10.3   Lease  dated  February  28,  1985,  between  Livingston
            Development  Corporation  and the  Registrant  as  amended,
            incorporated by reference to Exhibit 10.13 of the Registrant's
            10-K  filing for the period ended December 31, 1984.

     10.4   Lease  dated  June 1, 1988, between EMBE Leasing  Agency
            Ltd.  and  Registrant,  translation  only  incorporated  by
            reference to Exhibit 10.19 of the Registrant's 10-K  filing
            for the period ended December 31, 1988.

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

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

     10.7   Trust Agreement for Future Investment Trust dated October
            12, 1993,  between  Burr-Brown  Corporation  and  First
            Interstate  Bank of Arizona, incorporated by  reference  to
            Exhibit  10.37  of  the Registrant's 10-K  filing  for  the
            period ended December 31, 1993.
   
     10.8   Burr-Brown  Corporation  1993  Stock  Incentive  Plan  as
            Amended and Restated  through  March  20,  1998,  filed
            herein.

     10.9   Future  Investment Trust Plan Amended and Restated  dated
            July  18, 1996, incorporated by reference as Exhibit  10.17
            to  the  Registrant's  10-K filing  for  the  period  ended
            December 31, 1996.

     10.10  Burr  Brown's Cash Profit Sharing Plan dated  April  21,
            1995,  incorporated by reference to Exhibit  10.18  of  the
            Registrant's  10-K  filing for the  period  ended  December
            31, 1995.

     10.11  Loan  Agreement dated January 31, 1996,  between  Burr-
            Brown  Corporation and Wells Fargo Bank,  N.A.  (fka  First
            Interstate Bank of Arizona, N.A.,) incorporated by reference
            to  Exhibit 10.19 of the Registrant's 10-K  filing for the
            period  ended December 31, 1995.   Amendments  to Loan
            Agreement  dated November 15, 1996 and  December  21, 1997,
            incorporated by reference to Exhibit  10.19  of  the
            Registrant's  10-K filing for the period ended December  31,
            1996.

     10.12  Burr-Brown  Corporation's Employee  Stock  Purchase  Plan
            incorporated by  reference to the  Registrant's  Proxy
            Statement filed March 24, 1998.

      27.   Financial Data Schedule, filed herein.

 b.         Reports  on Form 8-K:  The Company did  not  file  any
            reports on Form 8-K during the quarter ended April 4, 1998.


<PAGE>




SIGNATURES

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

     BURR-BROWN CORPORATION
     Registrant

By:  J. SCOTT BLOUIN
     J. Scott Blouin
     Chief Financial Officer
     Principal Accounting Officer


     Date:   May 15, 1998