Exhibit 10.8

                     BURR-BROWN CORPORATION
                   1993 STOCK INCENTIVE PLAN

        (As Amended and Restated through March 20, 1998)



PREAMBLE

          The BURR-BROWN CORPORATION previously adopted the Burr-
Brown Research Corporation Incentive Stock Plan of 1981 that  was
amended and restated in 1983.  That plan shall be referred to  as
the  "Original  Plan."   The Burr-Brown  Corporation  1993  Stock
Incentive  Plan  ("Plan") shall serve as  the  successor  to  the
Original Plan and will become effective as provided in Section  7
of this Article One.

           All  share  numbers in this March 20, 1998 restatement
have  been adjusted upward to take into account the 3-for-2 split
of  the Stock which the Board authorized on February 20, 1998 and
which  is to be effected in the form of a stock dividend  payable
on  March  20,  1998 to the Company's stockholders of  record  on
March 6, 1998.

                                
                           ARTICLE ONE
                                
                             GENERAL


           1.   Definitions.  As used herein, the following terms
have  the  meanings  hereinafter set  forth  unless  the  context
clearly indicates to the contrary:

           1.1  "Board" shall mean the Board of Directors of  the
Company.

           1.2   "Change  in  Control" shall  mean  a  change  in
ownership  or control of the Company effected through  either  of
the following transactions:

               1.2.1          any person or related group of
     persons  (other  than  the Company  or  a  person  that
     directly or indirectly controls, is controlled  by,  or
     is  under common control with, the Company) directly or
     indirectly  acquires beneficial ownership  (within  the
     meaning of Rule 13d-3 of the Securities Exchange Act of
     1934,  as  amended) of securities possessing more  than
     fifty  percent (50%) of the total combined voting power
     of  the Company's outstanding securities pursuant to  a
     tender or exchange offer made directly to the Company's
     stockholders; or

                1.2.2         there  is a  change  in  the
     composition  of the Board over a period of  twenty-four
     (24) consecutive months or less such that a majority of
     the Board members (rounded up to the next whole number)
     ceases, by reason of one or more proxy contests for the
     election   of   Board  members,  to  be  comprised   of
     individuals  who  either (A) have  been  Board  members
     continuously since the beginning of such period or  (B)
     have  been elected or nominated for election  as  Board
     members  during such period by at least a  majority  of
     the  Board  members described in clause  (A)  who  were
     still in office at the time such election or nomination
     was approved by the Board.

           1.3   "Code" shall mean the Internal Revenue  Code  of
1986.

           1.4    "Committee"  shall  mean  either  the  Primary
Committee or the Secondary Committee acting within the  scope  of
its  administrative  jurisdiction under the Plan,  as  determined
pursuant to Section 4 of Article One.

           1.5   "Company"  shall mean Burr-Brown Corporation,  a
Delaware corporation.

           1.6   "Corporate Transaction" shall mean  any  of  the
following stockholder-approved transactions to which the  Company
is a party:

                1.6.1      a merger, consolidation or  other
     reorganization  in  which  the  Company  is   not   the
     surviving   entity,  except  for  a   transaction   the
     principal  purpose of which is to change the  state  in
     which the Company is incorporated,

                1.6.2      the  sale,  transfer  or   other
     disposition of all or substantially all of  the  assets
     of  the  Company in complete liquidation or dissolution
     of the Company, or

                1.6.3      any reverse merger in  which
     the  Company  is  the  surviving entity  but  in  which
     securities possessing more than fifty percent (50%)  of
     the  total  combined  voting  power  of  the  Company's
     outstanding securities are transferred to a  person  or
     persons  different from those who held such  securities
     immediately prior to such merger.

          1.7  "Fair Market Value" shall mean the closing selling
price per share of Stock on the date in question, as reported  by
the  National  Association of Securities Dealers  on  the  Nasdaq
National Market.  If there is no such reported price on the  date
in  question,  then the Fair Market Value shall  be  the  closing
selling price on the last preceding date for which such quotation
exists.

          1.8   "Hostile  Take-Over"  shall  mean  a  change  in
ownership of the Company in which any person or related group  of
persons  (other  than the Company or a person  that  directly  or
indirectly controls, is controlled by, or is under common control
with,  the  Company)  directly or indirectly acquires  beneficial
ownership  (within  the meaning of Rule 13d-3 of  the  Securities
Exchange  Act of 1934, as amended) of securities possessing  more
than  fifty percent (50%) of the total combined voting  power  of
the  Company's  outstanding securities pursuant to  a  tender  or
exchange offer made directly to the Company's stockholders  which
the Board does not recommend such stockholders to accept.

          1.9   "Option" shall mean an option to purchase  Stock
granted  pursuant  to the provisions of the Discretionary  Option
Grant or Automatic Option Grant Program.

          1.10 "Optionee" shall mean any person to whom an Option
is   granted  pursuant  to  the  Discretionary  Option  Grant  or
Automatic Option Grant Program.

          1.11 "Original Plan" shall mean the Burr-Brown Research
Corporation Incentive Stock Plan of 1981, as amended and restated
in 1983.

          1.12 "Participant" shall mean an employee or consultant
to  whom  Stock is issued pursuant to the provisions of the Stock
Issuance Program.

          1.13 "Plan" shall mean the Burr-Brown Corporation 1993
Stock Incentive Plan, as amended from time to time.

          1.14  "Service" shall mean the performance of services
on   a   periodic  basis  to  the  Company  (or  any   Subsidiary
corporation)  in  the  capacity of an  employee,  a  non-employee
member of the board of directors or an independent consultant  or
advisor, except to the extent otherwise specifically provided  in
the  applicable  Option  or  Stock  issuance  agreement  executed
pursuant to the provisions of the Plan.

          1.15  "Stock"  shall  mean the  Common  Stock  of  the
Company.

          1.16  "Subsidiary" or "Subsidiaries"  shall  mean  any
corporation,  the  majority of the outstanding capital  stock  of
which is owned, directly or indirectly, by the Company.

          1.17  "Take-Over Price" shall mean the greater of  (a)
the  Fair  Market  Value  per  share  of  Stock  subject  to   an
outstanding Option on the date that Option is surrendered to  the
Company in connection with a Hostile Take-Over or (b) the highest
reported price per share of such Stock paid by the tender offeror
in effecting such Hostile Take-Over.  However, if the surrendered
Option  is an incentive stock option under Federal tax laws,  the
Take-Over Price shall not exceed the clause (a) price per share.

          2.    Purpose.  This Plan is intended to  benefit  the
Company  by  (i) providing an incentive to and encouraging  Stock
ownership  by  key  employees (including officers),  non-employee
members  of  the  Board and consultants of the  Company  and  its
Subsidiaries;  (ii)  providing such key  employees,  non-employee
Board  members  and  consultants the  opportunity  to  acquire  a
proprietary interest or to increase their proprietary interest in
the Company's success; and (iii) encouraging such individuals  to
remain in the Service of the Company or its Subsidiaries.

         3.   Structure of the Plan.

         3.1  Stock Programs.  The Plan shall be divided  into
three (3) separate components:

         -    The Discretionary Option Grant Program, under
     which  eligible individuals may, at the  discretion  of
     the Committee, be granted Options to purchase shares of
     Stock in accordance with the provisions of Article Two.

         -    The  Stock  Issuance Program,  under  which
     eligible  individuals  may be issued  shares  of  Stock
     directly, either through the immediate purchase of such
     shares at a price not less than their Fair Market Value
     at  the  time  of issuance or as a bonus  tied  to  the
     performance of services or the Company's attainment  of
     financial objectives, without any cash payment required
     of the recipient.

         -     The  Automatic Option Grant Program,  under
     which    each    non-employee   Board   member    shall
     automatically receive special Option grants at periodic
     intervals in accordance with the provisions of  Article
     Four.

          3.2  General Provisions.  Unless the context  clearly
indicates  otherwise,  the provisions of Articles  One  and  Five
shall apply to the Discretionary Option Grant, Stock Issuance and
Automatic Option Grant Programs and shall accordingly govern  the
interests of all individuals under the Plan.

          4.   Administration.

          4.1  The Discretionary Option Grant and Stock Issuance
Programs  under  the Plan shall, with respect to all  individuals
subject  to  the short-swing profit restrictions of  the  Federal
securities  laws, be administered by the Primary Committee.   The
Primary Committee shall initially have the same membership as the
Board's   Compensation   Committee.    Administration   of    the
Discretionary  Option  Grant  and Stock  Issuance  Programs  with
respect  to  all other persons eligible to participate  in  those
programs shall be vested in the Primary Committee.  However,  the
Board  may,  in its discretion, appoint a Secondary Committee  of
the  Board to exercise separate but concurrent jurisdiction  with
respect to the participation of such persons in those programs.

          4.2  Individuals serving on the Primary Committee  or
any  Secondary Committee shall serve for such term as  the  Board
may determine and shall be subject to removal by the Board at any
time.    Each   Committee  shall,  within  the   scope   of   its
administrative jurisdiction under the Plan, have full  authority,
subject to the express provisions of the Plan, to administer  the
Discretionary Option Grant and Stock Issuance Programs, including
authority  to  interpret  and  construe  any  provision  of  such
programs  and to adopt such rules and regulations as it may  deem
necessary or appropriate.  Decisions of each Committee within the
scope of its administrative jurisdiction under the Plan shall  be
final  and  binding on all parties who have an  interest  in  the
Discretionary  Option  Grant or Stock  Issuance  Program  or  any
outstanding Option grant or Stock issuance hereunder.  No  member
of  the  Board  and  no member of the Primary  Committee  or  any
Secondary   Committee  shall  be  liable  for   any   action   or
determination   made   in  good  faith  with   respect   to   the
Discretionary  Option Grant or Stock Issuance Program  under  its
jurisdiction or any Option grant or Stock issuance under it.

          5.   Option Grants and Stock Issuances.

          5.1  The  persons  eligible  to  participate  in  the
Discretionary  Option Grant Program under  Article  Two  and  the
Stock Issuance Program under Article Three are as follows:

                -    officers and other key employees of the
     Company  (or  its  parent  or subsidiary  corporations,
     whether  now existing or subsequently established)  who
     render  services  which contribute to  the  management,
     growth  and financial success of the Company  (or  such
     parent or subsidiary corporations);

               -    non-employee Board members; and,

                -     those consultants or other independent
     contractors  who  provide  valuable  services  to   the
     Company (or its parent or subsidiary corporations).

           5.2  Non-employee Board members shall also be eligible
to  participate  in  the  Automatic Option  Grant  Program  under
Article Four.

           5.3   Both  the  Primary Committee and  the  Secondary
Committee  shall each have full authority, within  the  scope  of
their  administrative jurisdiction under the Plan, to  determine,
(i)   with   respect  to  the  Option  grants  made   under   the
Discretionary  Option  Grant Program, which eligible  individuals
are  to receive Option grants, the number of shares to be covered
by each such grant, the status of the granted Option as either an
incentive stock option meeting the requirements of Code  Sections
421  and  422 ("Incentive Option") or a nonstatutory  option  not
intended  to meet such requirements ("Nonstatutory Option"),  the
time  or  times  at  which  each  granted  Option  is  to  become
exercisable and the maximum term for which the Option may  remain
outstanding; and (ii) with respect to Stock issuances  under  the
Stock  Issuance  Program, which eligible individuals  are  to  be
selected for participation, the number of shares to be issued  to
each  selected individual, the vesting schedule (if  any)  to  be
applicable to the issued shares and the consideration to be  paid
for such shares.

          6.   Stock.

          6.1  Stock  Available.  The Stock to be issued  under
this  Plan may be either authorized but unissued shares or shares
issued  and thereafter reacquired by the Company.  The  aggregate
number  of shares of Stock which may be issued pursuant  to  this
Plan  shall  not exceed at any time 8,888,160 shares, subject  to
adjustment from time to time as provided in paragraph 6.3  below.
Such  authorized share reserve is comprised of (i) the number  of
shares  which remained available for issuance under the  Original
Plan  as  of  the Effective Date, including the shares  of  Stock
subject  to  the  outstanding options  under  the  Original  Plan
incorporated into this Plan and any other shares which would have
been  available for future option grant under the  Original  Plan
(estimated to be 1,613,160 shares in the aggregate), plus (ii) an
additional  increase  of  2,025,000 shares  of  Stock  previously
authorized   by   the  Board  and  approved  by   the   Company's
stockholders  prior  to the Plan Effective  Date,  plus  (iii)  a
subsequent  increase of 1,125,000 shares of Stock  authorized  by
the  Board  on  February 16, 1996 and approved by  the  Company's
stockholders  at the 1996 Annual Meeting held on April  26,  1996
plus  (iv)  an additional increase of 1,125,000 shares  of  Stock
authorized by the Board as of March 4, 1997 and approved  by  the
stockholders  at  the  1997 Annual Meeting  plus  (v)  a  further
increase of an additional 3,000,000 shares of Stock authorized by
the  Board on February 20, 1998, subject to stockholder  approval
at  the  1998 Annual Meeting.  All issuances of Stock  under  the
Plan,  including any shares of Stock issued upon the exercise  of
options incorporated into the Plan from the Original Plan,  shall
reduce  on  a  one-for-one basis the number of  shares  of  Stock
available  for  subsequent issuance under the Plan.   Should  any
Option  or any portion thereof be terminated or canceled for  any
reason without being exercised or surrendered in accordance  with
Section 4 of Article Two or Section 3 of Article Four, the shares
subject  to  the  portion  of  the Option  not  so  exercised  or
surrendered  shall be available for subsequent Option  grants  or
Stock  issuances  under this Plan.  In addition, unvested  shares
issued  under  the  Plan  and  subsequently  repurchased  by  the
Company, at the original exercise or issue price paid per  share,
pursuant to the Company's repurchase rights under the Plan  shall
be  added  back to the number of shares of Common Stock  reserved
for  issuance  under the Plan and shall accordingly be  available
for  reissuance through one or more subsequent option  grants  or
direct  stock issuances under the Plan.  However, shares  subject
to  an  Option or portion thereof surrendered in accordance  with
Section  4  of Article Two shall not be available for  subsequent
Option  grants or Stock issuances under the Plan.  If the  Option
price  for any Options granted under the Plan is paid with shares
of  Stock or if any shares of Stock otherwise issuable under  the
Plan  are  withheld by the Company in satisfaction of the  income
and  employment  tax  liability incurred in connection  with  any
Optionee's or Participant's acquisition of Stock hereunder,  then
the  number of shares of Stock available for subsequent  issuance
shall  be  reduced by the gross number of shares  for  which  the
Option is exercised or in which the Participant vests, and not by
the  net number of shares actually issued to the Optionee or  the
Participant.

          6.2  In no event may the aggregate number of shares of
Stock for which any one individual participating in the Plan  may
be  granted  Options and direct Stock issuances exceed  2,025,000
shares  in the aggregate over the term of the Plan.  For purposes
of  such  limitation, no Option grants or direct Stock  issuances
made prior to January 1, 1994 shall be taken into account.

          6.3  Corporate Reorganization.  In the event that  any
change is made to the securities issuable under the Plan (whether
by    reason    of    merger,   consolidation,    reorganization,
recapitalization,  Stock dividend, Stock  split,  combination  of
shares,  exchange  of shares or other change  in  capitalization)
then,  subject  to the provisions of Section 2  of  Article  Two,
Section  2  of Article Three and Section 3 of Article  Four,  the
Primary Committee may make appropriate adjustments in the maximum
number  and/or  kind of securities issuable under the  Plan,  the
maximum number and/or kind of securities for which Option  grants
and direct Stock issuances may be made to any one participant  in
the  aggregate after December 31, 1993 and the number and/or kind
of  securities  for  which  automatic Option  grants  are  to  be
subsequently  made  to newly-elected and continuing  non-employee
Board  members under the Automatic Option Grant Program in  order
to  reflect the effect of such change upon the Company's  capital
structure,  and may make appropriate adjustments  to  the  number
and/or  kind  of  securities and Option price of  the  securities
subject  to  each outstanding Option to prevent the  dilution  of
benefits  thereunder.  The adjustments determined by the  Primary
Committee shall be final, binding and conclusive.

          6.4  Excess Grants and Issuances.  Options to purchase
shares  of Stock may be granted and shares of Stock may be issued
under  the  Plan  which are in both instances in  excess  of  the
number  of  shares then available for issuance  under  the  Plan,
provided  any  excess shares actually issued under the  Plan  are
held  in  escrow  until  the Company's  stockholders  approve  an
amendment sufficiently increasing the number of shares  of  Stock
available  for  issuance  under the Plan.   If  such  stockholder
approval is not obtained within twelve (12) months after the date
the  initial excess issuances are made, whether as Option  grants
or  direct  Stock  issuances, then (I)  any  unexercised  Options
representing  such  excess  shall  terminate  and  cease  to   be
exercisable  and (II) the Company shall promptly  refund  to  the
Optionees and Participants the Option or purchase price paid  for
any  excess  shares  issued under the Plan and  held  in  escrow,
together  with  interest (at the applicable  Short  Term  Federal
Rate)  for  the period the shares were held in escrow,  and  such
shares shall thereupon be automatically cancelled and cease to be
outstanding.

           6.5   Restrictions.    Shares   issued   under   the
Discretionary  Option  Grant or Stock  Issuance  Program  may  be
subject  to such restrictions on transfer, repurchase  rights  or
other restrictions as shall be determined by the Committee.

           7.    Effective Date and Term of Plan.

           7.1   Effective Date.  The Discretionary Option  Grant
and  Stock Issuance Programs under the Plan were adopted  by  the
Board  on  February  11,  1994, and the  date  of  such  adoption
accordingly constitutes the Effective Date for those two programs
and  the Plan.  The Automatic Option Grant Program under the Plan
was  adopted  by  the  Board  on February  11,  1994  and  became
effective  upon approval by the stockholders at the  1994  Annual
Meeting  held  on  April 22, 1994.  The date of such  stockholder
approval  accordingly  constitutes  the  Effective  Date  of  the
Automatic Option Grant Program.

           7.2  Amendment.  The Plan was amended and restated  by
the  Board,  effective  February 16,  1996  (the  "February  1996
Restatement") to increase the maximum number of shares  of  Stock
authorized  for  issuance  over  the  term  of  the  Plan  by  an
additional  1,125,000 shares. Stockholders approved the  February
1996  Restatement at the 1996 Annual Meeting held  on  April  26,
1996.   On  March  4, 1997, the Board restated the  Plan  to  (i)
increase  the  maximum number of shares of Stock  authorized  for
issuance  over  the  term of the Plan by an additional  1,125,000
shares,  (ii) effect a number of changes to the Automatic  Option
Grant Program in effect for the non-employee Board members, (iii)
allow  any unvested shares issued under the Plan and subsequently
repurchased by the Company at the option exercise price or  issue
price  paid per share to be reissued under the Plan, (iv)  remove
certain  restrictions  on the eligibility of  non-employee  Board
members to serve on the Primary Committee and (v) effect a series
of  additional  changes to the provisions of the Plan  (including
the stockholder approval requirements) in order to take advantage
of the recent amendments to Rule 16b-3 of the Securities Exchange
Act  of  1934,  as  amended (the "Exchange  Act")  which  exempts
certain officer and director transactions under the Plan from the
short-swing liability provisions of the federal securities  laws.
The March 4, 1997 restatement was approved by the stockholders at
the 1997 Annual Meeting.  On February 20, 1998, the Board amended
and restated the Plan to increase the maximum number of shares of
Stock  authorized for issuance over the term of the  Plan  by  an
additional  3,000,000 shares. The 1998 restatement is subject  to
stockholder  approval at the 1998 Annual Meeting  and  shall  not
become  effective unless such stockholder approval  is  obtained.
Should  such stockholder approval not be obtained, then no Option
grants  or  Stock  issuances shall be made on the  basis  of  the
3,000,000-share  increase; however, the Plan  shall  continue  in
full force and effect in accordance with the terms and provisions
in  effect under the Plan immediately prior to the date the Board
adopted  the  1988  restatement,  and  Option  grants  and  Stock
issuances  may  continue  to be made under  the  Plan  until  the
existing  share  reserve under the Plan is  issued.   All  option
grants  made  under the Plan prior to the 1998 restatement  shall
remain outstanding in accordance with the terms and conditions of
the  respective instruments evidencing those options, and nothing
in  the 1998 restatement shall be deemed to modify or in any  way
affect those outstanding options.

           7.3   Term  of  Plan.   Unless  sooner  terminated  in
accordance  with Section 2 of Article Two, Section 2  of  Article
Three, Section 3 of Article Four or by the Board, the Plan  shall
terminate on the earlier of:

            (i)      the  tenth (10th) anniversary  of  the
     Effective Date of the Plan; or

           (ii)      the date on which all shares available
     for  issuance under the Plan shall have been issued  or
     their  availability cancelled pursuant to the surrender
     of Options granted hereunder.

           If  the  date of termination is determined  under  (i)
above,  then Options and unvested Stock issuances outstanding  on
such  date  shall continue to have force and effect in accordance
with  the  provisions of the instruments evidencing such  Options
and Stock issuances.


                          ARTICLE TWO

               DISCRETIONARY OPTION GRANT PROGRAM


           1.   Terms and Conditions of Options.  Options granted
pursuant  to  this  Discretionary Option Grant Program  shall  be
authorized  by the Committee and may be either Incentive  Options
or  Nonstatutory Options.  The granted Options shall be evidenced
by  instruments  in  such  form  and  including  such  terms  and
conditions  as  the Committee shall from time  to  time  approve;
provided,  however, that each such instrument shall  comply  with
the following terms and conditions:

           1.1  Option Price.

                1.1.1  The Option price per share shall be  fixed
by  the  Committee, but in no event shall the  Option  price  per
share be less than the Fair Market Value of a share of the option
Stock on the date of the Option grant.

                1.1.2  Subject to the provisions of Section 1  of
Article  Five, the Option price shall become immediately due  and
payable upon exercise of the Option and shall be payable  in  one
of the alternative forms specified below:

                      1.1.2.1   Full  payment  in  United  States
dollars in cash or cash equivalents;

                      1.1.2.2   Full  payment in shares  of  Stock
valued  at  Fair Market Value on the date the Option is exercised
and held for the requisite period necessary to avoid a charge  to
the Company's earnings for financial reporting purposes;

                      1.1.2.3   A combination of shares  of  Stock
valued  at  Fair Market Value on the date the Option is exercised
and held for the requisite period necessary to avoid a charge  to
the Company's earnings for financial reporting purposes, and cash
or cash equivalents, equal in the aggregate to the Option price;

                     1.1.2.4   Full payment through a broker-dealer
sale  and  remittance procedure pursuant to  which  the  Optionee
(I)  shall  provide  irrevocable  instructions  to  a  designated
brokerage  firm  to effect the immediate sale  of  the  purchased
shares  and  remit  to  the Company, out  of  the  sale  proceeds
available  on the settlement date, sufficient funds to cover  the
aggregate Option price payable for the purchased shares plus  all
applicable  Federal, state and local income and employment  taxes
required  to be withheld by the Company in connection  with  such
purchase  and  (II) shall provide directives to  the  Company  to
deliver  the  certificates for the purchased shares  directly  to
such brokerage firm in order to complete the sale transaction; or

                     1.1.2.5   Such other lawful consideration as
the Committee shall determine.

           1.2   Manner  of  Exercise of  Options.   Each  Option
granted  under  the Discretionary Option Grant Program  shall  be
exercisable at such time or times and during such period as shall
be  determined  by the Committee and set forth in the  instrument
evidencing  such  Option.  However, no Option  may  be  exercised
after  the expiration of ten (10) years from the date such Option
is  granted.   During  the  lifetime of the  Optionee,  Incentive
Options  shall be exercisable only by the Optionee and shall  not
be  assignable  or  transferable by the  Optionee  other  than  a
transfer  of  the Option by will or by the laws  of  descent  and
distribution   following   the   Optionee's   death.     However,
Nonstatutory  Options  may,  in connection  with  the  Optionee's
estate  plan,  be  assigned  in  whole  or  in  part  during  the
Optionee's  lifetime  to one or more members  of  the  Optionee's
immediate family or to a trust established exclusively for one or
more  such  family  members.  The assigned portion  may  only  be
exercised  by  the persons or persons who acquire  a  proprietary
interest  in  the option pursuant to the assignment.   The  terms
applicable to the assigned portion shall be the same as those  in
effect  for  the option immediately prior to such assignment  and
shall  be  set forth in such documents issued to the assignee  as
the Committee may deem appropriate.  Options may be exercised  by
written  notice  to the Company in such terms  as  the  Committee
shall specify.

           1.3   Stockholder Rights.  An Option holder shall have
none  of  the rights of a stockholder with respect to any  shares
issuable  under  the Plan until such individual shall  have  been
issued a stock certificate for the shares.

           1.4   Dollar  Limitation.  The aggregate  Fair  Market
Value (determined as of the respective date or dates of grant) of
the  Stock for which one or more Options granted to any  employee
under  this Plan (or any other option plan of the Company or  its
parent  or Subsidiary corporations) may for the first time become
exercisable as incentive stock options under the Federal tax laws
during  any  one calendar year shall not exceed the  sum  of  One
Hundred  Thousand Dollars ($100,000).  To the extent the employee
holds  two (2) or more such Options which become exercisable  for
the   first  time  in  the  same  calendar  year,  the  foregoing
limitation  on  the exercisability of such Options  as  incentive
stock options under the Federal tax laws shall be applied on  the
basis of the order in which such Options are granted.  Should the
number  of  shares of Stock for which any Incentive Option  first
becomes  exercisable in any calendar year exceed  the  applicable
One  Hundred  Thousand  Dollar ($100,000)  limitation,  then  the
Option  may nevertheless be exercised in that calendar  year  for
the  excess number of shares as a nonstatutory option  under  the
Federal tax laws.

          1.5  Termination of Service.

                1.5.1   Except  to  the extent  otherwise
provided in paragraph 1.5.4 below, the following provisions shall
govern  the exercise period applicable to any outstanding Options
under  this  Discretionary  Option  Grant  Program  held  by  the
Optionee at the time of cessation of Service or death.

                  -     Should the Optionee cease to remain in
     Service  for  any reason other than death or  permanent
     disability,   then   the  period  during   which   each
     outstanding Option held by such Optionee is  to  remain
     exercisable  shall  be limited to the  three  (3)-month
     period following the date of such cessation of Service.
     However,  the  Committee shall have the  discretion  to
     provide for a longer post-Service exercise period  (not
     to  exceed  the  expiration date of the maximum  Option
     term)  in  the  event the Optionee  ceases  Service  by
     reason  of  retirement at or after  attainment  of  age
     sixty-five (65).

                  -    In the event such Service terminates by
     reason  of  permanent disability (as  defined  in  Code
     Section  22(e)(3))  or should the  Optionee  die  while
     holding  one  or  more outstanding  Options,  then  the
     period  during  which  each such Option  is  to  remain
     exercisable  shall be limited to the twelve  (12)-month
     period  following the date of the Optionee's  cessation
     of  Service  or  death.   During the  limited  exercise
     period  following the Optionee's death, the Option  may
     be  exercised  by  the personal representative  of  the
     Optionee's estate or by the person or persons  to  whom
     the  Option  is transferred pursuant to the  Optionee's
     will  or  in  accordance with the laws of  descent  and
     distribution.

                 -     Under no circumstances, however, shall
     any  such  Option  be exercisable after  the  specified
     expiration date of the Option term.

                1.5.2    During the post-Service  exercise
period, the Option may not be exercised for more than the  number
of shares of Stock in which the Optionee is vested at the time of
cessation  of  Service.  Upon the expiration of such post-Service
exercise period or (if earlier) upon the expiration of the Option
term, the Option shall terminate and cease to be outstanding  for
any  vested  shares for which the Option has not been  exercised.
However, each Option shall immediately terminate and cease to  be
outstanding, at the time of the Optionee's cessation of  Service,
with  respect to any option shares for which such Option  is  not
otherwise  at that time exercisable or in which the  Optionee  is
not otherwise at that time vested.

                1.5.3    Should (i) the Optionee's Service
be  terminated for misconduct (including, but not limited to, any
act of dishonesty, willful misconduct, fraud or embezzlement)  or
(ii)  the  Optionee make any unauthorized use  or  disclosure  of
confidential information or trade secrets of the Company  or  its
Subsidiaries, then in any such event all outstanding Options held
by  the  Optionee under this Discretionary Option  Grant  Program
shall terminate immediately and cease to be outstanding.

                1.5.4    The Committee shall have full power
and  authority to extend the period of time for which the  Option
is  to  remain exercisable following the Optionee's cessation  of
Service  or  death from the limited post-Service exercise  period
specified in the instrument evidencing such grant to such greater
period of time as the Committee shall deem appropriate under  the
circumstances.   In  no  event, however,  shall  such  Option  be
exercisable  after the specified expiration date  of  the  Option
term.

                1.5.5     The Committee shall have complete
discretion, exercisable either at the time the Option is  granted
or  at any time the Option remains outstanding, to permit one  or
more  Options  granted  under  this  Discretionary  Option  Grant
Program  to  be exercised not only for the number of  shares  for
which  each  such  Option  is exercisable  at  the  time  of  the
Optionee's  cessation  of  Service  but  also  for  one  or  more
subsequent  installments  of purchasable  shares  for  which  the
Option would otherwise have become exercisable had such cessation
of Service not occurred.

          2.   Corporate Transactions/Changes in Control.

          2.1  Option  Acceleration.   Each  Option  which  is
outstanding under this Discretionary Option Grant Program at  the
time of a Corporate Transaction shall automatically accelerate so
that  each  such Option shall, immediately prior to the specified
effective  date  for  such  Corporate Transaction,  become  fully
exercisable with respect to the total number of shares  of  Stock
at  the time subject to such Option and may be exercised for  all
or  any  portion of such shares.  However, an outstanding  Option
under  this  Discretionary  Option Grant  Program  shall  not  so
accelerate  if  and  to  the extent:   (i)  such  Option  is,  in
connection  with the Corporate Transaction, either to be  assumed
by  the successor corporation or parent thereof or to be replaced
with  a comparable option to purchase shares of the capital stock
of  the successor corporation or parent thereof, (ii) such Option
is  to be replaced with a cash incentive program of the successor
corporation  which preserves the option spread  existing  at  the
time  of  the  Corporate Transaction and provides for  subsequent
payout in accordance with the same vesting schedule applicable to
such  Option, or (iii) the acceleration of such Option is subject
to  other limitations imposed by the Committee at the time of the
Option  grant.   The determination of option comparability  under
clause  (i)  above  shall  be  made  by  the  Committee  and  its
determination  shall  be  final,  binding  and  conclusive.   The
Committee  shall  also  have full power and  authority  to  grant
Options  under the Plan which are to automatically accelerate  in
whole  or in part upon the termination of the Optionee's  Service
following  a  Corporate Transaction in which  those  Options  are
assumed or replaced.

          2.2  Termination of Options.  Immediately following the
consummation  of  the  Corporate  Transaction,  all   outstanding
Options  under  this  Discretionary Option  Grant  Program  shall
terminate  and  cease  to be outstanding, except  to  the  extent
assumed by the successor corporation or its parent company.

          2.3  Option Adjustments.  Each outstanding Option under
this  Discretionary  Option Grant Program  which  is  assumed  in
connection  with  the Corporate Transaction or  is  otherwise  to
continue  in  effect shall be appropriately adjusted, immediately
after  such  Corporate Transaction, to apply and pertain  to  the
number and kind of securities which would have been issued to the
Option holder, in consummation of such Corporate Transaction, had
such  person  exercised  the  Option immediately  prior  to  such
Corporate  Transaction.  Appropriate adjustments  shall  also  be
made  to  the  Option  price  payable  per  share,  provided  the
aggregate  Option price payable for such securities shall  remain
the  same.   In  addition,  the  class  and  kind  of  securities
available  for  issuance under the Plan on both an aggregate  and
per participant basis following the consummation of the Corporate
Transaction shall be appropriately adjusted.

          2.4  Change in Control.  The Committee shall have  the
discretionary  authority, exercisable  either  at  the  time  the
Option  is  granted  or  at  any time while  the  Option  remains
outstanding, to provide for the automatic acceleration of one  or
more  outstanding Options under this Discretionary  Option  Grant
Program  upon  the  occurrence  of  a  Change  in  Control.   The
Committee  shall also have full power and authority to  condition
any  such Option acceleration upon the subsequent termination  of
the  Optionee's Service within a specified period  following  the
Change in Control.

          2.5  Option Continuation.  Any Options accelerated  in
connection  with  the  Change  in  Control  shall  remain   fully
exercisable  until  the expiration or sooner termination  of  the
Option  term  or the surrender of such Option in accordance  with
Section 4 of this Article Two.

          2.6   ISO Limitation.  The exercisability as incentive
stock   options  under  the  Federal  tax  laws  of  any  Options
accelerated  under this Section 2 in connection with a  Corporate
Transaction  or  Change in Control shall remain  subject  to  the
dollar limitation of paragraph 1.4 of this Article Two.

          2.7  Right to Modify Corporate Structure.  The grant of
Options under this Plan shall in no way effect the right  of  the
Company  to  adjust, reclassify, reorganize, or otherwise  change
its  capital  or  business structure or  to  merge,  consolidate,
dissolve,  liquidate, sell or transfer all or  any  part  of  its
business or assets.

          3.   Cancellation  and  New Grant  of  Options.   The
Committee  shall have the authority to effect, at  any  time  and
from  time  to  time,  with the consent of  the  affected  Option
holders, the cancellation of any or all outstanding Options under
this   Discretionary  Option  Grant  Program  and  to  grant   in
substitution  therefor new Options under the  Plan  covering  the
same  or different number and kind of shares of Stock but  having
an  Option price per share not less than the Fair Market Value of
the option Stock on the new grant date.

          4.   Surrender of Options for Cash or Stock.

          4.1  Surrender Right.  One or more Optionees  may  be
granted the right, exercisable upon such terms and conditions  as
the  Committee  may establish, to surrender all  or  part  of  an
unexercised Option under this Discretionary Option Grant  Program
in  exchange  for a distribution from the Company  in  an  amount
equal  to the excess of (i) the Fair Market Value (on the  Option
surrender date) of the number of shares in which the Optionee  is
at  the  time vested under the surrendered Option (or surrendered
portion thereof) over (ii) the aggregate Option price payable for
such vested shares.

          4.2   Approval.   No  such Option surrender  shall  be
effective  unless  it  is  approved by  the  Committee.   If  the
surrender  is  so approved, then the distribution  to  which  the
Optionee  shall accordingly become entitled under this Section  4
may be made in shares of Stock valued at Fair Market Value on the
Option surrender date, in cash or partly in shares and partly  in
cash,  as  the  Committee  shall  in  its  sole  discretion  deem
appropriate.

          4.3   Limited  Rights.  One or more  officers  of  the
Company  subject  to the short-swing profit restrictions  of  the
Federal  securities  laws  may, in the Primary  Committee's  sole
discretion,  be  granted  limited stock  appreciation  rights  in
tandem  with  their outstanding Options under this  Discretionary
Option  Grant  Program.  Upon the occurrence of a  Hostile  Take-
Over,  each such officer holding one or more Options with such  a
limited  stock  appreciation right shall have  the  unconditional
right  (exercisable for a thirty (30)-day period  following  such
Hostile  Take-Over) to surrender each such Option to the Company,
to  the  extent the Option is at the time exercisable for  vested
shares  of  Stock.   In  return for the surrendered  Option,  the
officer shall be entitled to a cash distribution from the Company
in  an  amount equal to the excess of (i) the Take-Over Price  of
the  shares  of  Stock which are at the time  vested  under  each
surrendered  Option  (or  surrendered  portion)  over  (ii)   the
aggregate Option price payable for such vested shares.  Such cash
distribution  shall  be paid within five (5) days  following  the
Option  surrender date.  The Primary Committee shall pre-approve,
at the time the limited right is granted, the subsequent exercise
of  that  right  in accordance with the terms of  the  grant  and
provisions  of this paragraph 4.3 of Article Two.  No  additional
approval  of the Primary Committee or the Board shall be required
at the time of the actual Option surrender and cash distribution.
The  balance of the Option (if any) shall continue in full  force
and  effect  in  accordance with the instrument  evidencing  such
grant.




                         ARTICLE THREE

                     STOCK ISSUANCE PROGRAM


           1.    Terms  and Conditions of Direct Stock Issuances.
Stock  may  be  issued under this Stock Issuance Program,  either
through  direct  and immediate purchases without any  intervening
Option  grants or as unvested shares issued upon the exercise  of
immediately exercisable Options granted under Article  Two.   The
issued  shares  shall be evidenced by a Stock Issuance  Agreement
("Issuance Agreement") that complies with the following terms and
conditions:

           1.1   Consideration.

                1.1.1    Stock  drawn from  the  Company's
authorized  but unissued shares of Stock ("Newly Issued  Shares")
shall  be  issued  for  one or more of  the  following  items  of
consideration  which the Committee may deem appropriate  in  each
individual instance:

                 (i)     cash or cash equivalents (such as a
     personal check or bank draft) paid the Company;
     
                (ii)     a promissory note payable to  the
     Company's order in one or more installments, which  may
     be  subject  to cancellation in whole or in  part  upon
     terms and conditions established by the Committee; or
     
               (iii)     past  services  rendered  to  the
     Company or any Subsidiary.
     
               1.1.2     Newly Issued Shares must be issued
for  consideration with a value not less than one-hundred percent
(100%)  of  the Fair Market Value of such shares at the  time  of
issuance.

               1.1.3     Shares of Stock reacquired by  the
Company  and held as treasury shares ("Treasury Shares")  may  be
issued for such consideration (including one or more of the items
of  consideration specified in paragraph 1.1.1. of  this  Article
Three)  as  the Committee may deem appropriate.  Treasury  Shares
may, in lieu of any cash consideration, be issued subject to such
vesting  requirements tied to the Participant's period of  future
Service  or  the  Company's attainment of  specified  performance
objectives  as  the  Committee  may  establish  at  the  time  of
issuance.

          1.2  Vesting Provisions.

               1.2.1      The  issued  Stock  may,  in  the
absolute  discretion of the Committee, be fully  and  immediately
vested upon issuance or may vest in one or more installments over
the Participant's period of Service.  The elements of the vesting
schedule applicable to any unvested shares of Stock, namely:

                 (i)     the Service period to be completed  by
     the  Participant  or the performance objectives  to  be
     achieved by the Company,
     
                (ii)     the number of installments in which the
     shares are to vest,
     
              (iii)      the interval or intervals (if any) which
     are to lapse between installments, and
     
               (iv)      the effect which death, disability  or
     other event designated by the Committee is to have upon
     the vesting schedule,
     
shall  be  determined by the Committee and incorporated into  the
Issuance Agreement executed by the Company and the Participant at
the time such unvested shares are issued.

           1.3   Stockholder Rights.  The Participant shall  have
full  stockholder  rights with respect to  any  shares  of  Stock
issued  to him or her under this Stock Issuance Program,  whether
or   not   his  or  her  interest  in  those  shares  is  vested.
Accordingly,  the Participant shall have the right to  vote  such
shares  and  to receive any regular cash dividends paid  on  such
shares.   Any  new, additional or different shares  of  Stock  or
other property (including money paid other than as a regular cash
dividend)  which  the Participant may have the right  to  receive
with respect to his or her unvested shares by reason of any Stock
dividend, Stock split, reclassification of Stock or other similar
change  in  the Company's capital structure or by reason  of  any
Corporate  Transaction shall be issued, subject to (i)  the  same
vesting requirements applicable to his or her unvested shares and
(ii)  such  escrow  arrangements  as  the  Committee  shall  deem
appropriate.

          1.4  Termination of Service.

               1.4.1    Should the Participant  cease  to
remain  in  Service while holding one or more unvested shares  of
Stock, then those shares shall be immediately surrendered to  the
Company  for  cancellation,  and the Participant  shall  have  no
further stockholder rights with respect to those shares.  To  the
extent  the  surrendered  shares were previously  issued  to  the
Participant  for  consideration paid in cash or  cash  equivalent
(including the Participant's purchase-money promissory note), the
Company  shall  repay to the Participant the  cash  consideration
paid  for  the  surrendered shares and shall  cancel  the  unpaid
principal balance of any outstanding purchase-money note  of  the
Participant   attributable  to  such  surrendered  shares.    The
surrendered  shares  may,  at  the  Committee's  discretion,   be
retained  by the Company as Treasury Shares or may be retired  to
authorized but unissued share status.

               1.4.2    The Committee may in its discretion
elect  to  waive the surrender and cancellation of  one  or  more
unvested  shares of Stock (or other assets attributable  thereto)
which  would  otherwise  occur upon  the  non-completion  of  the
vesting  schedule applicable to such shares.  Such  waiver  shall
result in the immediate vesting of the Participant's interest  in
the  shares of Stock as to which the waiver applies.  Such waiver
may  be  effected  at  any  time, whether  before  or  after  the
Participant's  cessation of Service or  the  attainment  or  non-
attainment of the applicable performance objectives.

          2.   Corporate Transactions/Changes in Control.

          2.1  All  unvested shares of Stock outstanding  under
this  Stock Issuance Program shall immediately vest in full  upon
the  occurrence of a Corporate Transaction, except to the  extent
the Committee imposes limitations in the Issuance Agreement which
preclude such accelerated vesting in whole or in part.

          2.2  The  Committee  shall  have  the  discretionary
authority, exercisable either at the time the unvested shares are
issued  or at any time while those shares remain outstanding,  to
provide  for the immediate and automatic vesting of one  or  more
unvested  shares of Stock outstanding under this  Stock  Issuance
Program at the time of a Change in Control.  The Committee  shall
also  have  full  power  and  authority  to  condition  any  such
accelerated  vesting  upon  the  subsequent  termination  of  the
Participant's  Service within a specified  period  following  the
Change in Control.

          3.   Transfer Restrictions/Share Escrow.

          3.1  Unvested   shares  may,  in  the   Committee's
discretion,  be  held  in  escrow  by  the  Company   until   the
Participant's  interest in such shares vests  or  may  be  issued
directly  to  the  Participant with restrictive  legends  on  the
certificates evidencing such unvested shares.

          3.2  The  Participant shall have no right to transfer
any  unvested  shares of Stock issued to him or  her  under  this
Stock  Issuance  Program.  For purposes of this restriction,  the
term  "transfer"  shall  include (without limitation)  any  sale,
pledge,  assignment,  encumbrance, gift or other  disposition  of
such  shares,  whether voluntary or involuntary.  Upon  any  such
attempted  transfer,  the unvested shares  shall  immediately  be
cancelled,   and  neither  the  Participant  nor   the   proposed
transferee  shall have any rights with respect to  those  shares.
However, the Participant shall have the right to make a  gift  of
unvested shares acquired under this Stock Issuance Program to his
or her spouse or issue, including adopted children, or to a trust
established for such spouse or issue, provided the donee of  such
shares delivers to the Company a written agreement to be bound by
all  the  provisions  of  the  Plan and  the  Issuance  Agreement
applicable to the gifted shares.






                          ARTICLE FOUR

                 AUTOMATIC OPTION GRANT PROGRAM


          1.   Eligibility.

          1.1  Eligible Optionees.  The individuals eligible  to
receive  automatic  Option grants pursuant to the  provisions  of
this  Article Four shall be limited to (i) those individuals  who
were  serving as non-employee Board members on the  date  of  the
1994 Annual Stockholders Meeting, (ii) those individuals who  are
first  elected or appointed as non-employee Board members  on  or
after   the   date  of  such  Annual  Meeting,  whether   through
appointment   by   the  Board  or  election  by   the   Company's
stockholders,  and  (iii) those non-employee  Board  members  who
continue to serve on the Board at one or more Annual Stockholders
Meetings  beginning  with  the 1997  Annual  Meeting.   Any  non-
employee  Board member eligible to participate in  the  Automatic
Option Grant Program pursuant to the foregoing criteria shall  be
designated  an  Eligible Director for purposes  of  this  Article
Four.

          2.   Terms and Conditions of Automatic Option Grants.

          2.1  Grant Dates.  Option grants shall be made  under
this Article Four on the dates specified below:

               2.1.1         Each individual who was serving as
an  Eligible Director on the date of the 1994 Annual Stockholders
Meeting  was  automatically granted, on such date, a Nonstatutory
Option  to  purchase 33,750 shares of Stock upon  the  terms  and
conditions of this Article Four.

               2.1.2         Each individual who first became an
Eligible Director on or after the date of the 1994 Annual Meeting
and  before  March  4,  1997, whether  through  election  by  the
Company's   stockholders  or  appointment  by  the   Board,   was
automatically  granted, at the time of such initial  election  or
appointment, a Nonstatutory Option to purchase 33,750  shares  of
Stock upon the terms and conditions of this Article Four.

               2.1.3         Each individual who first becomes
an  Eligible Director on or after March 4, 1997, whether  through
election  by  the  Company's stockholders or appointment  by  the
Board,  shall  automatically be granted,  at  the  time  of  such
initial  election  or  appointment,  a  Nonstatutory  Option   to
purchase 18,000 shares of Stock upon the terms and conditions  of
this Article Four.

               2.1.4         An Eligible Director serving as  a
non-employee Board member on March 4, 1997 shall, at each  Annual
Stockholders Meeting at which he or she is to continue  to  serve
as  a  non-employee  Board  member,  beginning  with  the  Annual
Stockholders Meeting held in the calendar year in which the  last
installment of the shares of Stock subject to his or her  initial
33,750-share  automatic  Option grant under  paragraph  2.1.1  or
2.1.2  vests, automatically be granted a Non-Statutory Option  to
purchase an additional 6,000 shares of Stock.

               2.1.5         An  Eligible Director  who  first
joins  the Board as a non-employee Board member at any time after
March 4, 1997 shall, at each Annual Stockholders Meeting at which
he or she is to continue to serve as a non-employee Board member,
beginning  with  the  Annual Stockholders  Meeting  held  in  the
calendar  year  in which the third installment of the  shares  of
Stock subject to his or her initial 18,000-share automatic Option
grant under paragraph 2.1.3 vests, automatically be granted a Non-
Statutory Option to purchase an additional 6,000 shares of Stock.

               2.1.6         There  shall be no limit  on  the
number  of such 6,000-share Option grants which any one  Eligible
Director  may  receive over his or her period of continued  Board
service.

           2.2   Adjustments. The number of shares for which  the
automatic  Option  grants are to be made  to  Eligible  Directors
shall   be  subject  to  periodic  adjustment  pursuant  to   the
applicable provisions of paragraph 6.3 of Article One.

           2.3   Option Price.  The Option price per share of Stock
of each automatic Option grant made under this Article Four shall
be  equal to one hundred percent (100%) of the Fair Market  Value
per share of Stock on the automatic grant date.

           2.4   Option Term.  Each automatic Option grant  under
this  Article  Four shall have a maximum term of ten  (10)  years
measured from the automatic grant date.

           2.5   Exercisability/Vesting.  Each  automatic  Option
grant  shall  be immediately exercisable for any or  all  of  the
option  shares.  However, any shares purchased under  the  Option
shall  be  subject to repurchase by the Company,  at  the  Option
price  paid  per  share, upon the Optionee's cessation  of  Board
service  prior to vesting in those shares in accordance with  the
schedule below:

               2.5.1      Each initial automatic Option grant
made  pursuant to paragraph 2.1.1, 2.1.2 or 2.1.3 of this Article
Four  shall vest, and the Company's repurchase right shall lapse,
in a series of five (5) successive equal annual installments over
the  Optionee's  period of continued Service as a  Board  member,
with   the   first  such  installment  to  vest  upon  Optionee's
completion  of  one (1) year of Board service measured  from  the
automatic grant date.

               2.5.2      Each annual Automatic Option grant
made  pursuant to paragraph 2.1.4 or 2.1.5 of Article Four  shall
vest, and the Company's repurchase right shall lapse, in a series
of  five  (5)  successive  equal  annual  installments  over  the
Optionee's  period of continued Service as a Board  member,  with
the first such installment to vest upon Optionee's completion  of
one  (1) year of Board service measured from the automatic  grant
date.

               2.5.3      Vesting  of  the  option  shares
granted  under  this  Article  Four  shall  be  subject  to   the
acceleration  provisions of Section 3 of this Article  Four.   No
Option grant made under this Automatic Option Grant Program on or
after  March 4, 1997 shall vest on an accelerated basis upon  the
Optionee's  cessation  of Board service by  reason  of  death  or
permanent  disability.  Accordingly, no additional option  shares
shall vest after the Optionee's cessation of Board service.

          2.6  Payment.  The Option price shall be payable in one
of  the alternative forms specified in paragraph 1.1.2 of Article
Two.   To  the  extent the Option is exercised for  any  unvested
shares,  the Optionee must execute and deliver to the  Company  a
Stock issuance agreement for those unvested shares which provides
the  Company  with the right to repurchase, at the  Option  price
paid  per share, any unvested shares held by the Optionee at  the
time  of cessation of Board service and which precludes the sale,
transfer  or other disposition of any shares purchased under  the
Option,  to the extent those shares are subject to the  Company's
repurchase right.

           2.7   Limited  Transferability.  An  automatic  Option
grant  may,  in  connection with the Optionee's estate  plan,  be
assigned  in  whole or in part during the Optionee's lifetime  to
one  or more members of the Optionee's immediate family or  to  a
trust  established  exclusively  for  one  or  more  such  family
members.   The  assigned portion may only  be  exercised  by  the
persons  or  persons who acquire a proprietary  interest  in  the
option  pursuant to the assignment.  The terms applicable to  the
assigned  portion shall be the same as those in  effect  for  the
option  immediately prior to such assignment  and  shall  be  set
forth  in  such documents issued to the assignee as the Committee
may deem appropriate.

           2.8   Termination of Board Service.
 
                 2.8.1     Should the Optionee cease service
as  a  Board member for any reason other than death or  permanent
disability, while holding any automatic Option grant  under  this
Article  Four,  then such individual shall have a  six  (6)-month
period  following the date of such cessation of Board service  in
which to exercise that Option for any or all of the option shares
in  which the Optionee is vested at the time of such cessation of
Board service.
                 2.8.2     Should the Optionee die while  in
Board  service or within six (6) months after cessation of  Board
service, then any automatic Option grant held by the Optionee  at
the  time of death may subsequently be exercised, for any or  all
of  the option shares in which the Optionee is vested at the time
of  his or her cessation of Board service (less any option shares
subsequently  purchased by the Optionee prior to death),  by  the
personal representative of the Optionee's estate or by the person
or  persons  to  whom the Option is transferred pursuant  to  the
Optionee's  will or in accordance with the laws  of  descent  and
distribution.  The right to exercise each such Option shall lapse
upon the expiration of the twelve (12)-month period measured from
the date of the Optionee's death.

                2.8.3      Should   the  Optionee   become
permanently  disabled (as defined in Code Section  22(e)(3))  and
cease  to  serve as a Board member by reason of such  disability,
then the Optionee shall have a twelve (12)-month period following
such  cessation of Board service in which to exercise his or  her
outstanding automatic Option grants for any or all of the  option
shares in which the Optionee is vested at the time of his or  her
cessation of Board service.

                2.8.4      Upon the Optionee's cessation  of
Board  service  for any reason, his or her outstanding  automatic
Option  grants  shall immediately terminate and cease  to  remain
outstanding  with  respect  to any option  shares  in  which  the
Optionee  is  not  otherwise  at that  time  vested  under  those
Options.

                2.8.5      In  no event shall any  automatic
Option grant under this Article Four remain exercisable after the
expiration  date  of  the ten (10)-year Option  term.   Upon  the
expiration  of the applicable post-Service exercise period  under
paragraphs  2.8.1  through 2.8.3 above or (if earlier)  upon  the
expiration of the ten (10)-year Option term, the automatic Option
grant  shall  terminate and cease to remain outstanding  for  any
option shares in which the Optionee was vested at the time of his
or  her cessation of Board Service but for which such Option  was
not otherwise exercised.

           2.9   Stockholder Rights.  The holder of an  automatic
Option  grant  under this Article Four shall  have  none  of  the
rights  of  a stockholder with respect to any shares  subject  to
that Option until such individual shall have exercised the Option
and paid the Option price for the purchased shares.

           2.10  Remaining  Terms.   The  remaining  terms   and
conditions of each automatic Option grant shall be as  set  forth
in  the form Automatic Stock Option Agreement attached as Exhibit
A to the Plan.

           3.    Corporate Transactions/Changes in Control/Hostile
Take-Overs.

           3.1   In  the event of any Corporate Transaction,  the
shares  of  Stock at the time subject to each outstanding  Option
under   this   Article  Four  but  not  otherwise  vested   shall
automatically  vest in full, and the Company's  repurchase  right
with  respect to those shares shall terminate, so that each  such
Option  shall, immediately prior to the specified effective  date
for  the Corporate Transaction, become fully exercisable for  all
of the shares of Stock at the time subject to that Option and may
be  exercised  for  all or any portion of such  shares  as  fully
vested  shares of Stock.  Immediately following the  consummation
of  the Corporate Transaction, all automatic Option grants  under
this   Article   Four  shall  terminate  and  cease   to   remain
outstanding.

          3.2    In  connection with any Change in  Control,  the
shares  of  Stock at the time subject to each outstanding  Option
under   this   Article  Four  but  not  otherwise  vested   shall
automatically  vest in full, and the Company's  repurchase  right
with  respect to those shares shall terminate, so that each  such
Option  shall, immediately prior to the occurrence of such Change
in  Control,  become fully exercisable for all of the  shares  of
Stock at the time subject to that Option and may be exercised for
all  or  any  portion of such shares as fully  vested  shares  of
Stock.   Each such Option shall remain so exercisable  until  the
expiration or sooner termination of the Option term.

          3.3    Upon the occurrence of a Hostile Take-Over,  the
Optionee  shall  have  a  thirty  (30)-day  period  in  which  to
surrender  to the Company any Option granted to him or her  under
this Article Four.  The Optionee shall in return be entitled to a
cash  distribution  from the Company in an amount  equal  to  the
excess  of (i) the Take-Over Price of the shares of Stock at  the
time  subject  to  the  surrendered Option (whether  or  not  the
Optionee  is  otherwise at the time vested in those shares)  over
(ii)  the  aggregate Option price payable for such shares.   Such
cash  distribution shall be paid within five (5)  days  following
the surrender of the Option to the Company.  Stockholder approval
of the March 4, 1997 restatement of the Plan shall constitute pre-
approval  of  each  option surrender right  subsequently  granted
under  the  Automatic  Option Grant Program  and  the  subsequent
exercise  of  that  right  in  accordance  with  the  terms   and
provisions of this paragraph 3.3 of Article Three.  No additional
approval  of  the  Committee or the Board shall  be  required  in
connection with such Option surrender and cash distribution.  The
shares  of Stock subject to each Option surrendered in connection
with  the Hostile Take-Over shall not be available for subsequent
issuance under the Plan.

          3.4   The automatic Option grants outstanding under this
Article  Four shall in no way affect the right of the Company  to
adjust, reclassify, reorganize or otherwise change its capital or
business  structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.




                          ARTICLE FIVE

                         MISCELLANEOUS


           1.    Installment Payments, Loans and Guarantees of Loans.

           1.1   The Committee may, in its discretion, assist  any
Optionee  or  Participant (other than an Optionee or  Participant
who is a non-employee member of the Board) in the exercise of one
or  more Options granted to such Optionee or the purchase of  one
or  more  shares  of Stock issued to such Participant  under  the
Plan,  including the satisfaction of any Federal, state and local
income  and  employment  tax obligations  arising  therefrom,  by
(i)  authorizing the extension of a loan from the Company to such
Optionee   or  Participant,  (ii)  permitting  the  Optionee   or
Participant  to pay the Option price or purchase  price  for  the
purchased  Stock  in  installments over  a  period  of  years  or
(iii)  authorizing a guarantee by the Company  of  a  third-party
loan  to  the  Optionee or Participant.  The terms of  any  loan,
installment  method  of  payment  or  guarantee  (including   the
interest rate and terms of repayment) shall be upon such terms as
the  Committee  specifies in the applicable  Option  or  Issuance
Agreement or otherwise deems appropriate under the circumstances.
Loans, installment payments and guarantees may be granted with or
without  security  or collateral.  However,  the  maximum  credit
available  to  the  Optionee or Participant may  not  exceed  the
Option  or  purchase price of the acquired shares (less  the  par
value  of  such shares) plus any Federal, state and local  income
and  employment  tax  liability  incurred  by  the  Optionee   or
Participant in connection with the acquisition of such shares.

           1.2   The  Committee may, in its absolute  discretion,
determine  that  one or more loans extended under this  financial
assistance program shall be subject to forgiveness by the Company
in  whole  or  in  part  upon such terms and  conditions  as  the
Committee may deem appropriate.

           2.    Amendment  of  the Plan.  The Board  shall  have
complete and exclusive power and authority to amend or modify the
Plan,  and  the Committee may amend or modify the  terms  of  any
outstanding Options or unvested Stock issuances under the Plan in
any or all aspects whatsoever not inconsistent with the terms  of
the  Plan.   However,  no  such amendment or  modification  shall
adversely  affect rights and obligations with respect to  Options
at  the time outstanding under the Plan, nor adversely affect the
rights of any Participant with respect to Stock issued under  the
Plan  prior  to  such action, unless the Optionee or  Participant
consents to such amendment.  In addition, certain amendments  may
require  stockholder  approval pursuant  to  applicable  laws  or
regulations.

           3.    Use of Proceeds.  Any cash proceeds received  by
the Company from the sale of shares pursuant to Option grants  or
direct  Stock issuances under the Plan shall be used for  general
corporate business.

           4.    Withholding.

           4.1   The  Company's obligation to deliver  shares  of
Stock  upon the exercise of Options for such shares or  upon  the
direct issuance or vesting of such shares under the Plan shall be
subject to the satisfaction of all applicable Federal, state  and
local income and employment tax withholding requirements.

           4.2   The  Committee  may, in its  discretion  and  in
accordance  with  the  provisions of  this  Section  4  and  such
supplemental rules as the Committee may from time to  time  adopt
(including applicable safe-harbor provisions of SEC Rule  16b-3),
provide  any  or all holders of Nonstatutory Options (other  than
the  automatic Option grants made pursuant to Article Four of the
Plan)  or  unvested shares under the Stock Issuance Program  with
the  right to use shares of Stock in satisfaction of all or  part
of  the  Federal,  state  and  local income  and  employment  tax
liabilities  incurred  by such holders  in  connection  with  the
exercise  of  their Options or the vesting of their  shares  (the
"Taxes").   Such  right may be provided to  any  such  holder  in
either or both of the following formats:

                4.2.1       Stock Withholding.  The holder  of
the  Nonstatutory Option or unvested shares may be provided  with
the  election  to have the Company withhold, from the  shares  of
Stock  otherwise issuable upon the exercise of such  Nonstatutory
Option  or the vesting of such shares, a portion of those  shares
with  an  aggregate Fair Market Value equal to the percentage  of
the  applicable Taxes (not to exceed one hundred percent  (100%))
designated by the holder.

                4.2.2       Stock Delivery.  The Committee may,
in  its discretion, provide the holder of the Nonstatutory Option
or  the  unvested  shares with the election  to  deliver  to  the
Company, at the time the Nonstatutory Option is exercised or  the
shares  vest,  one or more shares of Stock already held  by  such
individual  with  an  aggregate Fair Market Value  equal  to  the
percentage  of the Taxes incurred in connection with such  Option
exercise  or  share  vesting (not to exceed one  hundred  percent
(100%)) designated by the holder.

           5.    Regulatory Approvals.  The implementation of the
Plan,  the  granting of any Option hereunder and the issuance  of
Stock upon the exercise or surrender of any such Option or  as  a
direct  issuance under the Plan shall be subject to the Company's
procurement  of all approvals and permits required by  regulatory
authorities  having  jurisdiction  over  the  Plan,  the  Options
granted under it and the Stock issued pursuant to it.

           6.    No Employment Rights.  Nothing in the Plan shall
confer upon the Optionee or the Participant any right to continue
in  the  Service of the Company (or any Subsidiary  employing  or
retaining  such  Optionee  or  Participant)  for  any  period  of
specific duration or interfere with or otherwise restrict in  any
way  the rights of the Company (or any such Subsidiary) or of the
Optionee  or  the Participant, which rights are hereby  expressly
reserved  by  each, to terminate the Service of the  Optionee  or
Participant  at  any  time  for any reason  whatsoever,  with  or
without cause.

           7.    Certain Outstanding Options.

           7.1   Each Option granted under the Company's Original
Plan  or the 1980 Burr-Brown Research Corporation Executive Stock
Plan which was outstanding on the Effective Date of this Plan was
incorporated into this Plan and treated as an outstanding  Option
under  this  Plan, but each such Option continues to be  governed
solely  by  the terms and conditions of the instrument evidencing
such grant, and nothing in this Plan shall be deemed to affect or
otherwise modify the rights or obligations of the holders of such
Options  with  respect to their acquisition of  shares  of  Stock
thereunder.

          7.2   One or more provisions of this Plan, including the
Option/vesting acceleration provisions applicable in the event of
a  Corporate  Transaction or Change in  Control  or  the  limited
surrender rights exercisable in the event of a Hostile Take-Over,
may,  in  the Committee's discretion, be extended to one or  more
Options which were outstanding under the Company's Original  Plan
or  the 1980 Burr-Brown Research Corporation Executive Stock Plan
on  the  Effective Date of this Plan but which do  not  otherwise
provide for such benefits.

           IN WITNESS WHEREOF, this March 20, 1998 Restatement of
the  BURR-BROWN CORPORATION 1993 STOCK INCENTIVE PLAN  is  hereby
declared effective and is executed as of March 20, 1998 on behalf
of the Company by its hereunto duly authorized officer.


                              BURR-BROWN CORPORATION


                              By:         SYRUS P. MADAVI


                              Title:      President & CEO