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 March 29, 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 23,910,429 Shares

             BURR-BROWN CORPORATION AND SUBSIDIARIES

 INDEX

PART I. FINANCIAL INFORMATION                          Page #

Item 1 Financial Statements (Unaudited)

           Consolidated Statements of Income,
           Three Months Ended March 29, 1997, and
           March 30, 1996                                    3

           Consolidated Balance Sheets, March 29, 1997,
           and December 31, 1996                             4

           Consolidated Statements of Cash Flows,
           Three Months Ended March 29, 1997, and
           March 30, 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 1  Legal Proceedings                                    9

Item 6  Exhibits and Reports on Form 8-K

        (a)  Exhibits                                       10

        (b)  Exhibit 11: Computation of Consolidated
             Earnings Per Share                             12
  
        (c)  Reports on Form 8-K: The Company did not
             file any reports on Form 8-K during the
             quarter ended March 29, 1997
               
SIGNATURES

             Signature Page                                 13

PART I.  FINANCIAL INFORMATION
BURR-BROWN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share amounts)

<TABLE>
<CAPTION>
                                        Three Months Ended

                                        Mar. 29,  Mar. 30,
                                          1997     1996
<S>                                       <C>      <C>
Net Revenue                              $54,772   $61,174
Cost of Goods Sold                        27,400    30,497
Gross Margin                              27,372    30,677
% of revenue                                 50%       50%
Expenses:                                  
Research & Development                     7,219     7,343
% of revenue                                 13%       12%
Sales, Marketing, General and             11,546    14,829
Administrative
% of revenue                                 21%       24%
Total Operating Expenses                  18,765    22,172
% of revenue                                 34%       36%
Income from Operations                     8,607     8,505
% of revenue                                 16%       14%
Interest Expense                             102       198
Gain from Sale of Subsidiary                   -    (6,680)
Other (Income) Expense                      (883)   (1,121)
Income Before Income Taxes                 9,388    16,108
% of revenue                                 17%       26%
Provision for Income Taxes                 2,816     4,510
Effective Tax Rate                           30%       28%
Net Income                                $6,572   $11,598
% of revenue                                 12%       19%
Earnings per Common Share              $0.26 (1)  $0.46 (1)
Shares used in per common
   share calculation                    25,235 (1) 25,397 (1)
<FN>
(1)  Common share information reflects a 3 for 2 stock split
 effective April, 1997.

See Notes to Consolidated Financial Statements.
</TABLE>

BURR-BROWN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands of dollars)

<TABLE>
<CAPTION>

                                           Mar. 29, Dec. 31,
                                            1997      1996
<S>                                        <C>     <C>
ASSETS
Current Assets
Cash and Cash Equivalents                  $37,340  $38,433
Short-Term Investments                       1,000   14,407
Trade Receivables                           44,225   39,546
Inventories                                 51,361   49,570
Deferred Income Taxes                        7,102    6,705
Other                                        6,907    4,867
Total Current Assets                       147,935  153,528
Long-Term Investments                       41,032   36,537
Land, Buildings and Equipment
Land                                         3,410    3,427
Buildings and Improvements                  26,014   25,344
Equipment                                  126,770  122,726
                                           156,194  151,497
Less Accumulated Depreciation              (86,021) (83,967)
                                            70,173   67,530
Other Assets                                 3,759    3,993
                                            ------ -------- 
                                          $262,899 $261,588                
                                                          
                                                          
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable                               $8,142  $14,533
Accounts Payable                            20,539   17,641
Accrued Expenses                             3,597    3,568
Accrued Employee Compensation and Payroll    5,976    8,194
Taxes
Deferred Profit from Distributors            7,324    7,462
Income Taxes Payable                         5,661    3,129
Current Portion of Long-Term Debt              939    1,087
Total Current Liabilities                   52,178   55,614
Long-Term Debt                               1,494    1,830
Deferred Gain                                  748    1,122
Deferred Income Taxes                        1,816    1,709
Other Long-Term Liabilities                  1,751    1,907

Stockholders' Equity
Preferred Stock                                  -       -
Common Stock                                   250      166
Additional Paid-In Capital                  90,656   90,326
Retained Earnings                          124,021  117,467
Equity Adjustment From
 Foreign Currency Translation                1,728    2,881

Unrealized Loss on Investments                (291)      -
Treasury Stock                             (11,452)  (11,434)
                                           204,912   199,406
                                          --------  --------
                                          $262,899  $261,588
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
BURR-BROWN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands of dollars)
<TABLE>
<CAPTION>
                                           Three Months Ended
                                           Mar. 29,   Mar. 30,
                                              1997      1996
<S>                                          <C>       <C>
OPERATING ACTIVITIES:
Net Income                                   $6,572    $11,598
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization                 3,144      3,255
Amortization of Deferred Gain                  (374)      (374)
Provision for Losses on Inventories            (497)     2,495
Provision for (Benefit from) Deferred Income
Taxes                                           (95)    (1,389)
Increase (Decrease) in Deferred Profit from
Distributors                                   (138)      (458)
Gain from Sale of Subsidiary                       -    (6,680)
Other                                           (60)       (87)
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Trade Receivables     (5,553)     2,304
(Increase) Decrease in Inventories           (2,028)    (7,404)
(Increase) Decrease in Other Assets          (2,078)    (1,032)
Increase (Decrease) in Accounts Payable       3,043      2,916
Increase (Decrease) in Accrued Expenses and 
Other Liabilities                               411        (91)

Net Cash Provided By Operating Activities     2,347      5,053

INVESTING ACTIVITIES:
Purchases of Investments                          -    (20,233)
Maturities of Investments                     8,423          -
Purchases of Land, Buildings and Equipment   (6,167)    (6,614)
Proceeds from Sale of Equipment                   -        332
Proceeds from Sale of Subsidiary                  -     12,804

Net Cash Provided by (Used in)
  Investing Activities                         2,256   (13,711)
                                
FINANCING ACTIVITIES:
Proceeds from Short-Term and Long-Term
Borrowings                                        -      1,005
Payments on Short-Term and Long-Term
Borrowings                                    (5,416)     (261)
Proceeds from (Payments for) Capital Stock
Activity, Net                                    378    (5,131)

Net Cash Used In Financing Activities         (5,038)   (4,387)

Effect of Exchange Rate Changes                 (658)      406

Decrease in Cash and Cash Equivalents         (1,093)  (12,639)

Cash and Cash Equivalents at
Beginning of Year                             38,433    42,477
Cash and Cash Equivalents at
  End of Three Months                        $37,340   $29,838
                                
<FN>

See Notes to Consolidated Financial Statements.
</TABLE>

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

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 ended March 29,
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
for the first quarter ended March 29, 1997, and March 30, 1996, of
$.01 and $.02 per share, respectively.  The impact of Statement
128 on the calculation of fully diluted earnings per share for
these quarters is not expected to be material.


2. INVENTORIES

Inventories consist of the following:
<TABLE>
<CAPTION>
                             Mar. 29      Dec. 31,
                               1997         1996
<S>                          <C>           <C>
Raw Material                 $11,315       $10,960
Work-in-Process               22,634        20,227
Finished Goods                17,412        18,383
                             $51,361       $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 shareholders 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 first quarter of 1997 was $6.6 million or $.26
per share.  This compared to net income of $5.8 million or $.23
per share for the preceding quarter and to $11.6 million or $.46
per share for the year ago quarter.  Net income for the first
quarter of 1996 was comprised of income from recurring operations
of $6.8 million or $.27 per share and a non-recurring gain of
$4.8 million or $.19 per share related to the sale of  Power
Convertibles Corporation (PCC), a subsidiary sold during that
quarter.  No net income was provided from operations of PCC
during the first quarter of 1996.  Excluding this gain, when
comparing the first quarter of 1997 to the year ago quarter, net
income from recurring operations decreased by only 3.2%.

First quarter, 1997, new order bookings were up significantly
from the fourth quarter of 1996, and were also higher than
bookings in the first quarter of last year.

Revenue for the first quarter of 1997 of $54.8 million was up
8.4% from the fourth quarter of 1996.  Revenue declined by $6.4
million or 10.5% from the first quarter of 1996. During the first
quarter of 1997, sales into Southeast Asia nearly doubled both
sequentially and over last year, driven in large part by emerging
markets such as China and by strong demand for digital audio and
video products throughout the region. Although all product lines
were up, digital audio and video and communications products
showed the most strength.  First quarter revenue was 5.9% lower
than that of the year ago quarter after excluding $3 million of
revenue realized in first quarter, 1996, from PCC. This decline
was occasioned by an overall softening in demand throughout the
industry; the first industry-wide contraction since 1985.

First quarter gross margin was sustained at 50% of revenue both
sequentially and as compared to first quarter a year ago.
Exclusive of currency impacts, pricing remained stable.  Mix
continues to shift toward higher volume products with lower
average selling prices but, to date, the Company's cost
containment efforts have succeeded in avoiding an adverse effect
on aggregate gross margin. Gross margin benefited from lower
wafer prices from external fab foundries and from a relatively
higher level of factory utilization.  In addition, yields for the
quarter set new Company records and further manufacturing
spending efficiencies were achieved.  The Company's long term
model for gross margin is 53%, and progress is expected to be
made toward that objective during the current year.  Gross margin
improvements should be realized when there is an acceleration in
revenue growth.

At $18.8 million, operating expenses for the first quarter were
up slightly over the previous quarter but declined as a percent
of sales to 34.3% from 36.7%.  Compared to the year ago quarter,
operating expenses decreased $3.4 million or 15%.  Research and
Development (R&D) spending of $7.2 million accounted for 13.2% of
revenue, well within the Company's long term operating model
range. The Company's model ratio for R&D is 14% of sales, and
spending is expected to be at that level for most of the current
year in order to support a goal of 100 new product introductions
during 1997 and to continue development of next generation
proprietary wafer fab processes.

At $11.5 million; Sales, Marketing and G&A (SMG&A) expenses
declined to 21.1% of sales from 22.1% in the preceding quarter.
Compared to first quarter a year ago, SMG&A expenses declined by
$3.3 million from 24.2% of revenue.  Although much progress has
been made in bringing this ratio down, much more must be achieved
to meet the Company's long term model of 18%.  In order to
support this objective, the use of third party distribution has
been greatly expanded to a point where now about 40% of worldwide
revenue is derived through this channel.  This not only reduces
selling expenses but also expands market coverage and allows for
more focus on key accounts by the internal sales force.  All
administrative, logistics and inventory functions are being
consolidated within three regional service centers worldwide. The
adoption of a common, worldwide information system is also
expected to reduce administrative costs.  It is through programs
such as these, coupled with strict expense control, that the
Company should realize its long term model.


Income from operations improved, compared to the previous
quarter, by $1.9 million or 28.3% to $8.6 million or 15.7% of
revenue in the first quarter, up from 13.3% in fourth quarter,
1996, and from 13.9% in the first quarter of last year.  This
improvement is primarily due to increased operating leverage
brought about by revenue growth and operating expense control.
The Company's operating profit model is 21%, which the Company
plans to achieve by continued gross margin expansion, continued
constraint on SMG&A expenses and revenue growth.  Progress is
expected to be realized on this ratio during the rest of this
year.

First quarter other income increased sequentially.  Interest
income on invested cash is the primary component of other income.
Improvements in foreign currency hedging programs minimized
foreign exchange transaction losses as compared to the fourth
quarter of 1996.

The absence of any one-time favorable tax events caused the tax
rate to rise to 30% from the 18.6% of fourth quarter, 1996, and
from the 25.5% for the total year of 1996.  30% is the tax rate
expected to be in effect for all of 1997.  Long term expectations
are that the tax rate will trend toward the federal statutory
rate of 35%.  The Company will, however, continue to aggressively
pursue opportunities to reduce its worldwide tax expense.

Net income for the quarter was $6.6 million or 12% of revenue, up
from $5.8 million or 11.4% of revenue last quarter.  Net income
was up 13.7%, sequentially, on a revenue increase of 8.4%.  The
Company's long term operating model for net income is 15% of
revenue, which the Company plans to achieve through revenue
growth driven by R&D investments; increased penetration of
traditional markets; expanded participation in new, emerging
markets; and through improved gross margin and constrained SMG&A
expense growth.

FOREIGN OPERATIONS

International markets constitute the 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 contracts to hedge its foreign currency net
accounts receivable due from international subsidiaries.  In
addition, the Company has entered into forward contracts and
option contracts against anticipated foreign exchange cash flows.
The forward contracts are in three primary currencies:  Japanese
Yen, British Pounds and German Marks.  Exchange rate fluctuations
can also affect the Company's reported revenue to the extent that
the international subsidiaries' sales are in non-indexed foreign
currencies but reported in the consolidated financial statements
in U.S. dollars using a weighted average exchange rate.  When
compared to the first quarter of 1996, foreign exchange rate
changes had approximately a 7% unfavorable impact on 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 sound.  Cash, cash
equivalents and investments at $79.4 million declined by $10
million in the quarter, primarily due to debt reduction of $5.4
million and capital equipment purchases of $6.2 million.
Inventories and accounts receivable increased due to a higher
level of business activity.  Net inventory increased $1.8 million
or 3.6% to $51.4 million when compared to last year end.  For the
remainder of the year, inventory is expected to remain relatively
flat in absolute terms and decline as a percent of sales with
revenue growth.  This will be accomplished through cost and cycle
time reductions, increased use of the distribution channel and
consolidation of inventories in regional service centers.
Currently, annual inventory turns are less than two; the
Company's near-term objective is to improve this to greater than
three.

An increase in demand toward the end of the year and timing of
payments caused accounts receivable days sales outstanding to
improve from 74 to 71 days.  Accounts receivable is expected to
increase with revenue, as days sales outstanding decline throughout
the year.

Modernization and standardization of manufacturing equipment was
a significant driver in capital spending as was next generation
technology development. First quarter expenditures for plant and
equipment totaled $6.2 million compared to $6.6 million for the
same period last year.  Plans call for $18 to $20 million to be
invested in 1997.  Budgeted capital investments primarily target
modernization of test, design and manufacturing processes and an
enterprise-wide upgrade of information systems.

At March 29, 1997, total debt was $10.6 million of which $2.4
million was term debt.  This compares to total debt of $17.5
million at 1996 year end.  Most of this debt was held in Japan
and represented an interest rate arbitrage situation for the
Company. 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 $8.2
million or 16% was utilized.  The current ratio improved from
2.76 at year end to 2.84 at March 29, 1997 .

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
for the first quarter ended March 29, 1997, and March 30, 1996, of
$.01 and $.02 per share, respectively.  The impact of Statement
128 on the calculation of fully diluted earnings per share for
these quarters is not expected to be material.

Stockholders' equity increased by over $5 million or 2.8% in the
quarter.  The Company believes its financial position to be quite
strong and adequate to pursue all aspects of its ongoing
strategy. 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 1. LEGAL PROCEEDINGS
There currently are no lawsuits pending against the Company,
other than ordinary pending litigation or administrative
proceedings. Recently, the Company settled a patent infringement
case that had been filed against it on July 11, 1994 by Unitrode
Corporation, captioned Unitrode Corporation v. Burr-Brown
Corporation, 94-11393RGS, U.S. District Court, District of
Massachusetts.  Unitrode had alleged that Burr-Brown had
infringed upon its Small Computer System Interface (SCSI)
terminator patents, numbers 5,272,396 and 5,338,979.  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.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


 a(3)     Exhibits
     3.1  Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.1 of the
Registrant's 10-K filing for the period ended December 31, 1987.
Amendment to Restated Certificate of Incorporation dated May 15,
1996, incorporated by reference to Exhibit 3.1 of the Registrant's
10-K filing for the period ended December 31, 1996.

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

     4.1  Article Four of the Certificate of Incorporation of the
Registrant. (Included in Exhibit 3.1).

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

     9.1  Voting Trust Agreement dated October 3, 1988, among
Thomas R. Brown, Jr., individually, Sarah M. Brown Smallhouse, Mary B.
Brown and Thomas R. Brown, Jr., as Trustee under the Last Will
and Testament of Helen Mason Brown; incorporated by reference to
Exhibit 9.1 of the Registrant's 10-K filing for the period ended
December 31, 1988.  Amendment dated December 17, 1992, whereby
John S. Anderegg, Jr. was appointed Successor Trustee,
incorporated by reference to Exhibit 9.1 of the Registrant's 10-K
filing for the period ended December 31, 1993.

     9.2  Voting Trust Agreement dated October 3, 1988 between
Mary Buchanan Brown and Sarah M. Brown Smallhouse as Shareholders and
Sarah M. Brown Smallhouse, Mary Buchanan Brown and David W.
Richter as Co-trustees; incorporated by reference to Exhibit 9.2 of the
Registrant's 10-K filing for the period ended December 31, 1988.
Amendment dated December 17, 1992, whereby John S. Anderegg, Jr.
was appointed Co-trustee, incorporated by reference to Exhibit
9.2 of the Registrant's 10-K filing for the period ended December
31, 1993.

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

     10.1 Agreement dated as of May 31, 1982, between Analog
Devices, Inc. and Registrant (with certain confidential
information deleted), incorporated by reference to Exhibit 10.1
of the Registrant's Statement # 2-82045 dated February 24, 1983.

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

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

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

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

     10.6 Stock Option Agreement dated June 26, 1984, between
Intelligent Instrumentation, Inc. and the Registrant, as amended,
incorporated by reference to Exhibit 10.11 of the Registrant's
10K filing for the period ended December 31, 1985.

     10.7 Stock Purchase Agreement dated January 10, 1985,
between Dataforth Corporation and the Registrant, incorporated by
reference to Exhibit 10.25 of the Registrant's 10-K filing for
the period ended December 31, 1986.

     10.8 Patent License Agreement dated January 15, 1987, between
Linear Technology Corporation and Registrant, incorporated by
reference to Exhibit 10.26 of the Registrant's 10-K filing for
the period ended December 31, 1986.

     10.9 Burr-Brown Employee Retirement Plan dated January 1,
1988, incorporated by reference to Exhibit 10.27 of the
Registrant's 10-K filing for the period ended December 31, 1988.
Replaced by the restated Burr-Brown Corporation Employee
Retirement Plan which is dated as of the January 1, 1988, date of
the original plan, incorporated by reference to Exhibit 10.17 of
the Registrant's 10-K filing for the period ended December 31,
1994. Amendment to Employee Retirement Plan dated July 18, 1996,
incorporated by reference to Exhibit 10.9 of the Registrant's 10-K
filing for the period ended December 31, 1996.

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

     10.11 Master Lease Agreement dated July 31, 1992, and
amended September 23, 1992, between AT&T Commercial Finance
Corporation and Burr-Brown Corporation, incorporated by reference
to Exhibit 10.37 of the Registrant's 10-K filing for the period
ended December 31, 1992.

     10.12 Master Lease Agreement Schedules dated July 31,
1992, and September 23, 1992, between AT&T Commercial Finance
Corporation and Burr-Brown Corporation, incorporated by reference
to Exhibit 10.38 of the Registrant's 10-K filing for the period
ended December 31, 1992.

     10.13 Purchase Agreements dated July 31, 1992, and
September 23, 1992, between AT&T Commercial Finance Corporation
and Burr-Brown Corporation, incorporated by reference to Exhibit
10.39 of the Registrant's 10-K filing for the period ended
December 31, 1992.

     10.14 Master Equipment Lease Agreement dated June 20,
1990, between General Electric Capital Corporation, fka Ellco
Leasing Corporation and Burr-Brown Corporation, incorporated by
reference to Exhibit 10.44 of the Registrant's 10-K filing for
the period ended December 31, 1992.  Amendment dated December 21,
1994, incorporated by reference to Exhibit 10.27 of the
Registrant's 10-K filing for the period ended December 31, 1994.

     10.15 Trust Agreement for Future Investment Trust dated
October 12, 1993, between Burr-Brown Corporation and First
Interstate Bank of Arizona, incorporated by reference to Exhibit
10.37 of the Registrant's 10-K filing for the period ended
December 31, 1993.

     10.16 Burr-Brown Corporation's amended Stock Incentive Plan
dated February 11, 1994, which replaces the Stock Incentive Plan
dated February 11, 1993, incorporated by reference to Exhibit
10.29 of the Registrant's 10-K filing   for the period ended
December 31, 1994.  Amendments to Stock Incentive Plan dated
February 16, 1996, incorporated by reference to Exhibit 10.16 of
the Registrant's 10-K filing for the period ended December 31, 1996.

     10.17 Future Investment Trust Plan dated July 23, 1993,
replaces the Burr-Brown Corporation Future Investment Trust dated
February 24, 1987, incorporated by reference to Exhibit 10.39 of
the Registrant's 10-K filing for the period ended December 31,
1993.  Replaced by the Future Investment Trust Plan dated
December 20, 1994, incorporated by reference to Exhibit 10.30 of
the Registrant's 10-K filing for the period ended December 31,
1994. Amendments to Future Investment Trust dated July 18, 1996,
incorporated by reference to Exhibit 10.17 of the Registrant's 10-K
filing for the period ended December 31, 1996.

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

     10.19 Loan Agreement dated January 31, 1996, between
BurrBrown Corporation and First Interstate Bank of Arizona,   N.A.,
incorporated by reference to Exhibit 10.19 of the Registrant's
10K filing for the period ended December 31, 1995.   Amendments
to Loan Agreement dated November 15, 1996, incorporated by
reference to Exhibit 10.19 of the Registrants 10-K filing for
the period ended December 31, 1996.

     11.  Computation of per share earnings, filed herein.

     27.  Financial Data Schedule, filed herein.


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
                                    Mar. 29,       Mar. 30,
                                    1997 (1)       1996 (1)
<S>                                <C>           <C>
INCOME:
Net Income                         $6,572,000    $11,598,000

PRIMARY EARNINGS PER SHARE:
Weighted Average Number of
Shares Outstanding                 23,866,000     24,338,000


Net Effect of Dilutive Stock
Options Based on the Treasury
Stock Method Using the Average
Market Price of Common Stock        1,369,000      1,059,000

Common Stock and Common
Stock Equivalents                  25,235,000     25,397,000

Primary Earnings Per Share              $0.26          $0.46

FULLY DILUTED EARNINGS PER SHARE:
Weighted Average Number of
Shares Outstanding                 23,866,000     24,338,000


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        1,442,000      1,059,000

Common Stock and Common
Stock Equivalents                  25,308,000     25,397,000


Fully Diluted Earnings Per Share        $0.26          $0.46

(1)  Common share information reflects 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:  SYRUS P. MADAVI
     Syrus P. Madavi
     President and Chief Executive Officer

     Date:  May 9, 1997