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 September 27, 1997

                               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 24,156,000 Shares
                                   

                BURR-BROWN CORPORATION AND SUBSIDIARIES

                             INDEX

              PART          I.            FINANCIAL         INFORMATION
                                                                   Page #

     Item 1    Financial Statements (Unaudited)

               Consolidated Statements of Income, Three and
               Nine Months Ended September 27, 1997, and
               September 28, 1996                                     3

               Consolidated Balance Sheets, September 27, 1997,
               and December 31, 1996                                  4

               Consolidated Statements of Cash Flows, Nine
               Months Ended September 27, 1997, and
               September 28, 1996                                     5

               Notes to Consolidated Financial Statements             6

     Item 2    Management's Discussion and Analysis of
               Financial Condition and Results of Operations          7


     PART II.  OTHER INFORMATION

     Item 6    Exhibits and Reports on Form 8-K

          (a)  Exhibit 11:  Computation of Consolidated
               Earnings Per Share                                    10

          (b)  Reports on Form 8-K:  The Company did not
               file any reports on Form 8-K during the quarter
               ended September 27, 1997

     SIGNATURES

          Signature Page                                             11

<TABLE>
<CAPTION>
PART I.    FINANCIAL                                                  
INFORMATION
                                                                      
                                                                      
                                                                      
                BURR-BROWN CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)                               
                (In thousands except per share amounts)
                                                                      
                                                                      
                                Three Months    Nine Months  Ended   
                                   Ended
<S>                          <C>       <C>       <C>       <C>         
                              Sep. 27,  Sep. 28,  Sep. 27,  Sep. 28,   
                                1997      1996      1997      1996     
                                                                      
Net Revenue                   $65,928   $50,109   $183,205  $169,464   
    % increase (decrease) in     32%     (29%)         8%     (15%)   
     revenue over prior year
          Cost of Goods Sold   32,669    25,017     91,306    83,941   
Gross Margin                   33,259    25,092     91,899    85,523   
% of revenue                     50%      50%        50%        50%   
Expenses:                                                             
Research & Development          9,248     6,452     24,419    21,088   
% of revenue                     14%      13%        13%        12%   
   Sales, Marketing, General   12,761    12,137     37,378    41,027   
          and Administrative
% of revenue                     19%      24%        20%        24%   
Total Operating Expenses       22,009    18,589     61,797    62,115   
% of revenue                     33%      37%        34%        37%   
Income from Operations         11,250     6,503     30,102    23,408   
% of revenue                     17%      13%        16%        14%   
Interest Expense                  108       132        323       502   
(Gain) from Sale of                -       (500)         -    (7,180)   
Subsidiary
      Other (Income) Expense   (1,078)     (590)    (2,897)   (2,660)   
Income Before Income Taxes     12,220     7,461     32,676    32,746   
% of revenue                     19%      15%        18%        19%   
Provision for Income Taxes      3,666     1,761      9,803     8,841   
Effective Tax Rate               30%      24%        30%        27%   
Net Income                     $8,554    $5,700    $22,873   $23,905   
% of revenue                     13%      11%        12%        14%   
Earnings per Common Share      $0.34    $0.23 (1)    $0.90      $0.95 (1)
                                                                  
Shares used in per common      25,468    24,753 (1)  25,334    25,067 (1)
share calculation                                                   
<FN>                                                                  
                                                                      
(1) Common share information was adjusted to reflect a 3 for 2 stock split
effective April, 1997.
                                                                      
See Notes to Consolidated                                             
Financial Statements.
</TABLE>


<TABLE>
<CAPTION>
                BURR-BROWN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                       (In thousands of dollars)
                       
                                                  Sep. 27,  Dec. 31,
                                                    1997      1996
<S>                                               <C>      <C>
ASSETS                                         (Unaudited)   

Current Assets                                            
   Cash and Cash Equivalents                       $43,654  $38,433
     
   Short-Term Investments                              -     14,407
   Trade Receivables                                57,999   39,546
   Inventories                                      45,951   49,570
   Deferred Income Taxes                             7,743    6,705
   Other                                            12,577    4,867
   Total Current Assets                            167,924  153,528
     
                                                                   
Long-Term                                           41,060   36,537
Investments
Land, Buildings, and Equipment                                                              
  Land                                               3,067    3,427
  Buildings and Improvements                        26,218   25,344
  Equipment                                        142,030  122,726
                                                   171,315  151,497
  Less Accumulated Depreciation                   (92,313)  (83,967)
  
                                                    79,002   67,530
Other Assets                                         2,733    3,993
                                                  $290,719 $261,588

LIABILITIES AND STOCKHOLDERS' EQUITY            
Current                                                              
Liabilities
   Notes Payable                                   $13,102  $14,533
   Accounts Payable                                 23,084   17,641
   Accrued Expenses                                  4,934    3,568
   Accrued Employee Compensation and Payroll Taxes   7,858    8,194
   Deferred Profit from Distributors                 7,243    7,462
   Income Taxes Payable                              6,342    3,129
   Current Portion of Long-Term Debt                   757    1,087
       Total Current Liabilities                    63,320   55,614
Long-Term Debt                                       1,521    1,830
Deferred Gain                                            -    1,122
Deferred                                             1,848    1,709
Income Taxes 
Other Long-Term Liabilities                            693    1,907
Stockholders' Equity                                                      
   Preferred Stock                                      -        -
   Common Stock                                        253      166
   Additional Paid-In Capital                       93,147   90,326
   Retained Earnings                               140,132  117,467
   Equity Adjustment From Foreign Currency     
   Translation                                       1,596    2,881         
   Unrealized Loss on Investments                     (288)      -
   Treasury Stock                                  (11,503)  (11,434)
  
                                                   223,337  199,406
                                                  $290,719  $261,588
<FN>                                                                 

See Notes to Consolidated Financial Statements.                                                                 
</TABLE>


                BURR-BROWN CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASHFLOWS
                             (Unaudited)                                  
                        (In Thousands of dollars)

<TABLE>
<CAPTION>                                        
                                                   Nine Months Ended      
                                                  Sep. 27,   Sep. 28,
                                                    1997       1996
<S>                                              <C>         <C>                 
OPERATING ACTIVITIES:
Net Income                                        $  22,873  $  23,905
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
  Depreciation and Amortization                      10,121      9,974
  Amortization of Deferred Gain                      (1,122)    (1,122)
  Provision for Inventory Reserves                    1,279      1,632
  Benefit from Deferred Income Taxes                   (698)    (2,380)
  Increase (Decrease) in Deferred Profit from          (219)       428
  Distributors 
  Gain from Sale of Subsidiary                             -    (7,180)
  Other                                                  70        (69)
Changes in Operating Assets and Liabilities:                         
 (Increase) Decrease in Trade Receivables           (20,261)     7,798
 (Increase) Decrease in Inventories                   1,543     (5,890)
 (Increase) Decrease in Other Assets                 (6,770)    (4,158)
 Increase (Decrease) in Accounts Payable              5,797       (362)
 Increase (Decrease) in Accrued Expenses and          3,600     (6,233)
 Other Liabilities
                                                                    
Net Cash Provided by Operating Activities            16,213     16,343
                                                                    
INVESTING ACTIVITIES:                                                          
Purchases of Investments                            (31,867)   (19,186)

Maturities of Investments                            41,267     38,880
Purchases of Land, Buildings, and Equipment         (21,559)   (19,970)
                                                        
Proceeds from Sale of Equipment                          40        388
Proceeds from Sale of Subsidiary                          -     12,804
                                                                    
Net Cash Provided by (Used in) Investing  
Activities                                          (12,119)    12,916
                                                        
FINANCING ACTIVITIES:                                                      
Proceeds from Short-Term and Long-Term                                    
Borrowings                                              -        4,713      
Payments on Short-Term and Long-Term Borrowings       (1,677)     (788)
Proceeds from (Payments for) Capital Stock            
Activity, Net                                          2,631    (9,330)

Net Cash Provided by (Used in) Financing
Activities                                               954    (5,405)

Effect of Exchange Rate Changes                          173       (63)

Increase in Cash and Cash Equivalents                  5,221    23,791

Cash and Cash Equivalents at Beginning of Year        38,433    42,477

Cash and Cash Equivalents at End of Nine Months     $ 43,654  $ 66,268

                                                                 
<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  three
months  and  nine months ended September 27, 1997, are not  necessarily
indicative  of the results to be expected for the year ending  December
31, 1997.  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, 1996, filed  with
the Securities and Exchange Commission.

In  February,  1997,  the Financial Accounting Standards  Board  issued
Statement No. 128, Earnings per Share, which is required to be  adopted
on  December  31, 1997.  At that time, the Company will be required  to
change  the method currently used to compute earnings per share and  to
restate  all prior periods.  Under the new requirements for calculating
primary  earnings per share, the dilutive effect of stock options  will
be  excluded.   The  impact is expected to result  in  an  increase  in
primary  earnings per share in both the third quarters ended  September
27, 1997, and September 28, 1996 of $0.01 per share, and an increase in
primary earnings per share in the first nine months ended September 27,
1997,   and  September  28,  1996,  of  $0.05  and  $0.04  per   share,
respectively.  The impact of Statement 128 on the calculation of  fully
diluted  earnings  per share for these periods is not  expected  to  be
material.


2. INVENTORIES
<TABLE>
<CAPTION>
Inventories consist of the following:                                                          

                                                 Sep.          Dec.
                                                 27,          31,
                                                 1997         1996
<S>                                            <C>           <C>
       Raw Material                             $8,810      $10,960
       Work-in-Process                          21,483       20,227
       Finished Goods                           15,658       18,383
                                               $45,951      $49,570
</TABLE>

3. TAX RATE

The  effective tax rate for 1997 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.


4. STOCK SPLIT

On March 4, 1997, the Company's Board of Directors declared a three for
two  stock  distribution to stockholders of record on March  18,  1997,
payable  in April, 1997.  Fractional shares were paid in cash to  those
stockholders whose shares on the record date were not evenly  divisible
by two.


5. CONTINGENCIES

Subsequent to March 29, 1997, the Company settled a patent infringement
case that had been outstanding at December 31, 1996.  The plaintiff had
alleged  that  Burr-Brown had infringed upon its Small Computer  System
Interface  (SCSI)  terminator patents.  The  terms  of  the  settlement
agreement,  which  are  confidential, are not  expected  to  materially
impact  the  Company's financial condition, results of  operations,  or
cash flows
                                   
                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 third quarter of 1997 was $8.6 million or $.34  per
share.   This compares to net income of $7.7 million or $.31 per  share
for the preceding quarter and to net income of $5.7 million or $.23 per
share  for the year ago quarter.  Net income for the first nine  months
of  1997  was $22.9 million or $.90 per share.  This compares to  $23.9
million or $.95 per share for the same period in 1996.  The first  nine
months'  net  income  of  1996 is comprised of  income  from  recurring
operations of  $18.7 million or $.74 per share and a non-recurring gain
of  $5.2  million  or  $.21 per share relating to  the  sale  of  Power
Convertibles Corporation (PCC), a subsidiary sold in the first  quarter
of  1996.   Excluding this gain, compared to the first nine  months  of
1996, net income increased by 22.6%.

Third  quarter new order bookings were up significantly from the  third
quarter of 1996.  For the first nine months of 1997, new order bookings
have increased substantially from the same period last year.

Revenue  for the third quarter of $65.9 million was up 31.6%  from  the
same  quarter  last  year  and up 5.5% sequentially.   Revenue in
all regions was up significantly over last year. Sequentially, all regions
were  up  except  Europe  which  was impacted  by  the  summer  quarter
seasonality.   Although  all  product lines experienced  growth,  those
selling  into  the communications and digital audio and  video  markets
were especially strong.  Revenue for the first nine months of 1997  was
$183.2  million.  Net of 1996 PCC activity, this was $16.7  million  or
10% greater than 1996 revenue for the same period.

Third quarter gross margin improved to 50.4% of sales from 50.0% in the
prior   quarter,   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.  Factory yields remained steady at record levels.  Year-to-date
gross  margin at 50.2% of sales was slightly lower than the same period
last  year, primarily the result of product mix changes and lower level
of factory utilization.  Modest gross margin  expansion is  expected in
the near term.  Gross margin improvements are expected to accelerate as
revenue growth accelerates.

Operating  expenses  declined,  as  a  percentage  of  sales  from  the
preceding quarter, to 33.4% from 33.6% although increasing in  absolute
terms.   Research  and  Development (R&D) expenses  increased  to  $9.2
million  or  14.0% of revenue as new product introduction efforts  gained
momentum.  R&D expenses for the first nine months of 1997 were 13.3% of
revenue  as  compared  to 12.4% for the same period  last  year.   This
increase reflects management's strategy to increase R&D investment as a
primary driver of future revenue growth.  The Company's model ratio for
R&D is 14% of revenue and the Company expects to be near that level for the
remainder  of the current year in order to support a record  number  of
new  product  introductions during 1997 and to continue development  of
next generation proprietary wafer fab processes.

Sales, Marketing and General & Administrative (SMG&A) expenses declined
to 19.4% of revenue from 20.9% in the preceding quarter and from 24.2% in
the  same  quarter  of last year.  SMG&A expense actually  declined  in
absolute  dollars during the quarter.  Much of this was the  result  of
consolidation  of  selling,  logistics and administration  activity  in
Europe.   For the first nine months of 1997, SMG&A expenses  were  $3.6
million or 8.9% lower than those of the comparable period of 1996.  For
the  same periods, SMG&A expense declined from 24.2% of revenue to  20.4%
of revenue.  To continue to lower SMG&A expenses, 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 reduce administrative
costs.  An increase in the proportion of large order opportunities inherent
in an application specific standard products strategy is expected to reduce
the overall cost of selling.

Operating  income  at 17.1% of revenue was up from 16.4%  in  the  second
quarter  of 1997 and from 13.0% in the third quarter of last year.   On
an  absolute  dollar  basis,  this  improvement  is  primarily  due  to
increased  operating leverage brought about by revenue  growth  and  by
operating expense control.  As compared to third quarter of last  year,
operating  income improved by 73.0% while devoting 43.3% more resources
to  new  product  development  activities.   The Company plans to improve
profit performance through continued gross margin expansion, by continued
constraint on SMG&A expenses and by revenue growth.  Revenue growth  is
expected  to  be  driven by 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.

Despite the strengthening of the dollar throughout the quarter,  dollar
pricing, price indexing, and natural and financial hedges minimized the
impact  of  foreign  exchange rate changes on the  quarter's  financial
performance.

The  1997 tax rate continues to be 30%.  This is up from the 25.5%  tax
rate  of  1996 due to the absence of any one-time favorable tax  events
similar  to  those which occurred last year.  Although it  is  expected
that  this rate will hold for all of 1997,  this rate will be  reviewed
during  the  fourth quarter as 1996 filings are concluded.   Long  term
expectations  are  that  the tax rate will  trend  toward  the  federal
statutory rate of 35% over the next few years.

Net  income for the quarter was $8.6 million or 13.0% of sales, up from
$7.7 million or 12.4% of sales last quarter and up from $5.7 million or
11.4%  of  sales in the third quarter of last year.  Sequentially,  net
income was up 10.4% on a revenue increase of 5.5%.  As compared to same
quarter  last  year, net income was up 50.1% on a revenue  increase  of
31.6%.  The Company's long term operating model for profit after tax is
15%.

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
nine months of 1996, the effect of foreign exchange rate changes had
approximately a 5% unfavorable impact on 1997 year to date revenue.
Hedging activity resulted in a much smaller unfavorable impact on net
income.

FACTORS AFFECTING FUTURE RESULTS

The foregoing plans are subject to a number of risks and uncertainties,
including  the following:  Factors that could materially and  adversely
affect  net revenue, gross margin, and profitability include 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,   new   product
introductions,  and  fluctuations  in  manufacturing  yields.   Average
selling prices typically decrease over the life of particular products.
If  the Company is unable to introduce new products with higher average
selling prices or 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.
To  meet  anticipated future demand and to utilize a broader  range  of
fabrication   processes,   the  Company   intends   to   increase   its
manufacturing capacity.  Given the complexity and expense of  designing
and constructing a significant expansion of a semiconductor fabrication
plant,   during  the  construction  of  the  additions,  the  Company's
manufacturing  yields could be materially and adversely impacted.   The
Company  is subject to several risks associated  with its international
operations;  including  unexpected changes in regulatory  requirements,
delays  resulting  from  difficulty in obtaining  export  licenses  for
certain  technology, foreign exchange fluctuations, tariffs  and  other
barriers and restrictions, and the burdens of complying with a  variety
of  foreign laws.  The semiconductor industry is intensely competitive.
Many of the Company's competitors have substantially greater financial,
technical,  marketing,  distribution,  and  other  resources  than  the
Company.  In the event of a downturn in the market for analog circuits,
companies  that  have  broader product  lines  may  be  in  a  stronger
competitive   position  than  the  Company.   Other  risks  potentially
affecting  future  operating results are set  forth  in  the  Company's
filings with the Securities and Exchange Commission.

FINANCIAL CONDITION

The  Company's  financial  position remains  very  sound.   Cash,  cash
equivalents and investments at $84.7  million increased $8.2 million on
the  quarter  primarily driven by operating results and  a  decline  in
inventory.

Inventories declined by $4.5 million during the quarter.  Inventory  to
quarterly  sales ratio declined to 69.7% from 80.7% in the prior quarter. 
The Company is continuing to see the benefits of an inventory reduction
program which includes cost and cycle time reductions, increased use of
the distribution channel, consolidation of inventories in regional service
centers   and  improvements  in  manufacturing  planning.  Management's
expectation  for the remainder of the year is for inventory  to  remain
relatively  flat in absolute terms and further decline as a percent  of
sales.  Currently, annual inventory turns are nearing 3, up from  2  at
this  time last year.  The Company's near-term objective is to  improve
this to more than 3 turns.

Sequentially,  accounts receivable increased  by  10.0%  on  a  revenue
increase of 5.5%.  Days sales outstanding increased to 80 days from  77
days.   The  slow summer quarter adversely affected shipment linearity,
especially  in  international markets.  Expectations are that  accounts
receivable  will increase with revenue in the fourth quarter  but  days
sales outstanding are expected to decline.

Capital  expenditures  were approximately $9.4  million  in  the  third
quarter,   bringing  the  total  to  $21.6  million   year   to   date.
Modernization  and  standardization of manufacturing  equipment  was  a
significant   driver  to  capital  spending  as  was  next   generation
technology  development  and development of  information  systems.   In
addition, the Company purchased the residual value of wafer fabrication
and test assets previously held under operating leases.  Plans call for
a total of about $24 million to be invested in 1997.

Debt  increased  from  the preceding quarter by $1.4  million.   As  of
September  27,  1997, total debt was $15.4 million, of which  $2.3 million
was term debt.  Most of this debt represents interest rate  arbitrage  in
Japan.  In  addition to term debt, credit facilities  of  approximately
$50.2 million with both domestic and international banks were available
to  the  Company  of  which  approximately $13.1  million  or  26%  was
utilized.  The current ratio decreased slightly from 2.76 at year end to
2.65  at  September 27, 1997.  Total debt declined by $2.1  million  or
11.9%  from 1996 year end.  Accounts payable increased by $7.0  million
during  the  third quarter, reflecting increased purchases  of  capital
items  and  foundry  wafers.   From 1996  year  end,  accounts  payable
increased by $5.5 million.

Stockholders' equity increased by $8.7 million or 4.1% on the quarter and
$23.9 million or 12% from 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.


PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                                                           Exhibit 11
              BURR-BROWN CORPORATION AND SUBSIDIARIES
           COMPUTATION OF CONSOLIDATED EARNINGS PER SHARE
                            (Unaudited)
                                                                      
<TABLE>                                                                
<CAPTION>                                                             
Earnings per share are computed using the weighed average number
of shares outstanding plus incremental shares issuable upon
exercise of outstanding options under the treasury stock method.
                                                                      
                        Three Months Ended      Nine Months Ended
                                                                                
                        Sep. 27,    Sep. 28,   Sep. 27,     Sep. 28,
                          1997      1996 (1)     1997        1996 (1)
<S>                    <C>          <C>         <C>          <C>
INCOME:                                                               
                                                                      
Net Income             $8,554,000   $5,700,000  $22,873,000  $23,905,000
                                                                   
                                                                      
PRIMARY EARNINGS PER                                                  
SHARE:
                                                                      
Weighted Average       24,111,000   23,854,000   23,987,000   24,071,000
Number of Shares
Outstanding
                                                                      
Net Effect of Dilutive                                                
Stock Options Based on
the Treasury Stock                                                 
Method Using the Average
Market Price of Common
Stock                   1,357,000      899,000    1,347,000      996,000
                                                                      
Common Stock and Common
Stock Equivalents      25,468,000   24,753,000   25,334,000   25,067,000
                                                             
Primary Earnings Per 
Share                      $0.34        $0.23        $0.90        $0.95

                                                             
FULLY DILUTED EARNINGS PER SHARE:
                                                                      
Weighted Average       24,111,000   23,854,000   23,987,000   24,071,000
Number of Shares
Outstanding
                                                                      
Net Effect of Dilutive                                                
Stock Options Based on
the Treasury Stock                                                      
Method Using the End
of Period

Market Price of                                                    
Common Stock, if
Higher Than
  Average               1,357,000      943,000    1,398,000      996,000
                                                                      
Common Stock and
Common Stock 
Equivalents            25,468,000   24,797,000   25,385,000   25,067,000
                                                                      
Fully Diluted Earnings 
Per Share                 $0.34        $0.23        $0.90        $0.95

                                                               
                                                               
<FN>                                                           
(1) Common share information was adjusted to reflect a 3 for 2 stock split
effective April, 1997.
                                                         

</TABLE>


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: November 7, 1997