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

                            FORM 10-Q

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

               For the quarterly period ended April 3, 1999

                               or

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

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

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

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

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

                        Yes   X       No
                            -----        -----
Indicate the number of shares outstanding of each of the issuer's
classes  of common stock, not including shares held in  treasury,
as of the close of the period covered by this report.
                                
         Common Stock, $0.01 par value 36,588,757 Shares

<PAGE> 1

                BURR-BROWN CORPORATION AND SUBSIDIARIES

                             INDEX
                             -----

PART  I. FINANCIAL INFORMATION                              Page #
------------------------------                              ------
Item 1  Financial Statements (Unaudited)

         Consolidated Statements of Income, Three
         Months Ended April 3, 1999, and April 4, 1998           3

         Consolidated Balance Sheets, April 3, 1999,
         and December 31, 1998                                   4

         Consolidated Statements of Cash Flows, Three
         Months Ended April 3, 1999, and April 4, 1998           5

         Notes to Consolidated Financial Statements              6

Item 2  Management's Discussion and Analysis of Financial
        Condition and Results of Operations                      9

Item 3  Quantitative and Qualitative Disclosure of Market Risk  13


PART II.  OTHER INFORMATION
---------------------------
Item 6  Exhibits and Reports on Form 8-K                        15


     SIGNATURES
     ----------
     Signature Page                                             15



<PAGE> 2


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
                                                   
                                           Apr. 3,    Apr. 4,
                                             1999      1998
                                           --------   --------
<S>                                        <C>        <C>
Net Revenue                                $ 61,007   $ 68,685
Cost of Goods Sold                           30,228     33,087
                                           --------    -------
Gross Margin                                 30,779     35,598
% of revenue                                  50.5%      51.8%
Expenses:                                                   
Research & Development                       10,063      9,810
% of revenue                                    16%        14%
Sales, Marketing, General and                               
 Administrative                              11,091     12,131
% of revenue                                    18%        18%
                                           --------    -------
Total Operating Expenses                     21,154     21,941
% of revenue                                    35%        32%
Income from Operations                        9,625     13,657
% of revenue                                    16%        20%
Interest Expense                                117         93
Other (Income) Expense                        (717)      (959)
                                           --------    -------
Income Before Income Taxes                   10,225     14,523
% of revenue                                    17%        21%
Provision for Income Taxes                    2,761      4,357
Effective Tax Rate                              27%        30%
                                           --------    -------
Net Income                                 $  7,464   $ 10,166
% of revenue                                    12%        15%
                                           ========   ========
Basic Earnings per Common Share            $   0.20   $   0.28
                                           ========   ========
Shares used in basic per share                               
  calculation                                36,692     36,448
                                           ========    =======
Diluted Earnings per Common Share          $   0.20    $  0.27
                                           ========    =======
Shares used in diluted per share                     
 calculation                                 38,248     38,359
                                           ========    =======
                                                             
                                                             
<FN>                                                         
 See Notes to Consolidated Financial Statements.
</FN>                                                        
</TABLE>                                                     

<PAGE> 3

<TABLE>
<CAPTION>

                BURR-BROWN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                       (In thousands of dollars)
                    
                                                               
                                           Apr. 3,     Dec. 31,
                                             1999         1998
                                         -----------   ---------
                                         (Unaudited)           
<S>                                      <C>            <C>
ASSETS                                                  
Current Assets                                                 
  Cash and Cash Equivalents              $    74,638   $  72,427
  Short-Term Investments                       3,622       3,620
  Trade Receivables                           54,809      54,677
  Inventories                                 50,910      52,296
  Deferred Income Taxes                        6,618       6,447
  Other                                       10,611       9,960
                                           ---------   ---------
  Total Current Assets                       201,208     199,427
                                                               
Long-Term Investments                         42,782      44,209
Land, Buildings and Equipment                                  
  Land                                         5,133       5,145
  Buildings and Improvements                  28,443      28,214
  Equipment                                  169,381     167,596
                                          ----------   ---------
                                             202,957     200,955
  Less Accumulated Depreciation            (111,110)   (108,791)
                                          ----------   ---------
                                              91,847      92,164
Other Assets                                   2,750       2,891
                                          ----------   ---------
                                          $  338,587   $ 338,691
                                          ==========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY                           
Current Liabilities                                            
  Notes Payable                           $   16,334   $  17,289
  Accounts Payable                            14,362      16,179
  Accrued Expenses                             4,231       3,649
  Accrued Employee Compensation and                            
    Payroll Taxes                              5,004       6,056
  Deferred Profit from Distributors            7,167       8,790
  Income Taxes Payable                         7,169       4,857
  Current Portion of Long-Term Debt            1,151       1,235
                                         -----------   ---------
  Total Current Liabilities                   55,418      58,055
                                                               
Long-Term Debt                                 2,471       2,921
Deferred Income Taxes                          3,832       3,547
Other Long-Term Liabilities                      611         655
Stockholders' Equity                                           
  Preferred Stock                                  -           -
  Common Stock                                   387         386
  Additional Paid-In Capital                 101,282     100,212
  Retained Earnings                          192,755     185,295
  Accumulated Other Comprehensive Income       2,009       2,739
  Treasury Stock                            (20,178)    (15,119)
                                         -----------   ---------
                                             276,255     273,513
                                         -----------   ---------
                                         $   338,587   $ 338,691
                                         ===========   =========

<FN>                                                           
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
               BURR-BROWN CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited)
                      (In thousands of dollars)
                                                              
                                                              
                                             Three Months Ended
                                            Apr. 3,    Apr. 4,
                                              1999      1998
                                            -------    --------
<S>                                         <C>        <C>
OPERATING ACTIVITIES:                                          
Net Income                                  $ 7,464    $ 10,166
Adjustments to Reconcile Net Income to                        
Net Cash Provided by Operating Activities:                    
  Depreciation and Amortization               4,585       3,956
  Benefit from Deferred Income Taxes           (47)       (158)
  Increase (Decrease) in Deferred Profit                      
    from Distributors                       (1,623)          82
  Other                                         363       (235)
Changes in Operating Assets and Liabilites:                   
  (Increase) Decrease in Trade Receivables  (1,174)     (4,455)
  (Increase) Decrease in Inventories          1,086     (2,265)
  (Increase) Decrease in Other Assets         (837)     (2,849)
  Increase (Decrease) in Accounts Payable   (1,346)       1,315
  Increase (Decrease) in Accrued Expenses                     
    and Other Liabilities                     2,190     (3,317)
                                            -------    --------
Net Cash Provided By  Operating Activities   10,661       2,240
                                                              
INVESTING ACTIVITIES:                                         
Purchases of Investments                    (2,033)     (3,568)
Maturities of Investments                     3,552      15,648
Purchases of Land, Buildings and Equipment  (4,806)     (4,396)
Proceeds from Sale of Equipment                   -         101
                                            -------    --------
Net Cash Provided by (Used in) Investing                      
  Activities                                (3,287)       7,785
                                                              
FINANCING ACTIVITIES:                                         
Proceeds from Short-Term and Long-Term                        
  Borrowings                                     40       5,012
Payments on Short-Term and Long-Term                          
  Borrowings                                  (299)       (156)
Proceeds from (Payments for) Capital Stock                    
  Activity, Net                             (3,992)       2,274
                                            -------    --------
                                                              
Net Cash Provided By (Used In) Financing                      
  Activities                                (4,251)       7,130
                                                              
Effect of Exchange Rate Changes               (912)         502
                                            -------    --------
                                          
Increase in Cash and Cash Equivalents         2,211      17,657
                                                              
Cash and Cash Equivalents at Beginning of                     
  Year                                       72,427      54,284
                                            -------    --------
                                                              
Cash and Cash Equivalents at End of Three             
  Months                                    $74,638    $ 71,941
                                            =======    ========

<FN>                                                          
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE> 5

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

1.  BASIS OF PRESENTATION
-------------------------

The  consolidated financial statements included herein have  been
prepared by the Company, without audit, pursuant to the rules and
regulations  of the Securities and Exchange Commission.   Certain
information   and  footnote  disclosures  normally  included   in
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  such  rules  and regulations.  In  the  opinion  of
management,  all  adjustments  (consisting  of  normal  recurring
accruals) considered necessary for a fair presentation have  been
included.  Operating results for the quarter ended April 3, 1999,
are  not necessarily indicative of the results to be expected for
the  year  ending  December 31, 1999.  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, 1998, filed with the Securities  and
Exchange Commission.


2.  EARNINGS PER SHARE
----------------------

The following table sets forth the shares used in the computation
of  basic  and  diluted earnings per share for the  three  months
ended April 3, 1999 and April 4, 1998.

<TABLE>
<CAPTION>

                                     Apr.3,           Apr.4,
                                      1999             1998
                                    ---------        --------
<S>                                 <C>              <C>
Weighted average common shares                             
  outstanding                          36,692          36,448
Dilutive effect of stock                           
  options outstanding using
  the Treasury Stock Method             1,556           1,911
                                    ---------        --------
Shares used in computed Diluted                    
  Earnings Per Share                   38,248          38,359
                                    =========        ========
</TABLE>

3.  COMPREHENSIVE INCOME
------------------------
The  components of comprehensive income, net of related tax,  for
the  three  months ended April 3, 1999 and April 4, 1998  are  as
follows:

<TABLE>
<CAPTION>

                                 Apr. 3,          Apr. 4,
                                   1999             1998
                                ---------        --------
<S>                             <C>              <C>
Net Income                      $   7,464        $ 10,166
Unrealized gain on cash flow                             
  hedges                              398               -
Unrealized loss on investments       (11)            (83)
Foreign currency translation                             
  adjustment                      (1,117)           (593)
                                ---------        --------
Comprehensive income            $   6,734        $  9,490
                                =========        ========

</TABLE>

The components of accumulated other comprehensive income, net  of
related  tax,  at  April 3, 1999 and December  31,  1998  are  as
follows:

<TABLE>
<CAPTION>

                                  Apr. 3,        Dec. 31,
                                    1999            1998
                                ---------        --------
<S>                             <C>              <C>
Unrealized gain/(loss) on cash                           
  flow hedges                   $     247        $  (151)
Unrealized gain on investments        154             165
Foreign currency translation                             
  adjustment                        1,608           2,725
                                ---------        --------
Accumulated other comprehensive                          
  income                        $   2,009        $  2,739
                                =========        ========


</TABLE>

<PAGE> 6

4.  INVENTORIES
---------------

<TABLE>
<CAPTION>

Inventories consist of the following:

                                 Apr. 3,         Dec. 31,
                                   1999             1998
                                ---------        --------
       <S>                      <C>              <C>
       Raw Material             $   8,042        $  8,762
       Work-in-Process             26,213          25,718
       Finished Goods              16,655          17,816
                                ---------        --------
                                $  50,910        $ 52,296
                                =========        ========

</TABLE>


5.  TAX RATE
------------

The  effective  tax rate for 1999 is estimated  to  be  27%.  The
Company's  effective tax rate is lower than  the  U.S.  statutory
rate  due to expected benefits from tax exempt investment income,
a foreign sales corporation, and tax credits.

6.  BUSINESS SEGMENT DATA
-------------------------

The Company has three reportable segments: North America
(principally the United States), Far Eastern (principally Japan,
but including Singapore beginning in 1998) and European
(principally the United Kingdom, France, Germany, and Italy).
Each of these segments derives revenue from the sale of the full
array of the Company's product lines, although the Far Eastern
segment has a higher concentration of sales from certain mixed
signal products.

Segment  information at and for the three months ended  April  3,
1999 and April 4, 1998 is as follows:

<TABLE>
<CAPTION>

                                 Apr. 3,          Apr. 4,
                                   1999            1998
                               ----------      ----------
<S>                            <C>              <C>
Net Revenue:                                    
 North American Operations:                     
  Unaffiliated customers       $   23,322      $   25,820
  Foreign unaffiliated                           
   customers                       11,641          10,485
  Consolidated subsidiaries        16,840          19,030
                               ----------      ----------
                                   51,803          55,335
 European Operations:                          
  Unaffiliated customers            7,969          10,622
  Consolidated subsidiaries             -           1,603
                               ----------      ----------
                                    7,969          12,225

 Far Eastern Operations:                        
  Unaffiliated customers           18,075          21,758
  Consolidated subsidiaries         4,251           2,272
                               ----------      ----------
                                   22,326          24,030
                                                
  Eliminations                   (21,091)        (22,905)
                               ----------      ----------
                               $   61,007      $   68,685
                               ==========      ==========

</TABLE>

<TABLE>
<CAPTION>
                                 Apr. 3,          Apr. 4,
                                   1999            1998
                               ----------      ----------
<S>                            <C>              <C>
Income (Loss) Before Income Taxes:
 North American Operations     $    9,083      $   10,764
 European Operations                  470             390
 Far Eastern Operations               539           4,029
 Eliminations - primarily      
   United States                      133           (660)
                               ----------      ----------
                               $   10,225      $   14,523
                               ==========      ==========
</TABLE>
                                           
<PAGE> 7     

<TABLE>
<CAPTION>
                                 Apr. 3,         Apr. 4, 
                                  1999            1998                       
                               ----------      ----------
<S>                            <C>             <C>  
Identifiable Assets:                            
 North American Operations     $  297,729      $  274,981
 European Operations               23,448          25,960
 Far Eastern Operations            45,453          46,552
 Eliminations                    (28,043)        (34,332)
                               ----------      ----------
                               $  338,587      $  313,161
                               ==========      ==========

</TABLE>


7.  FOREIGN CURRENCY CONTRACTS AND HEDGING ACTIVITIES
-----------------------------------------------------
Due to the Company's significant international sales, both to
unafilliated customers and to its foreign subsidiaries, the
Company is exposed to the effect of foreign exchange rate
fluctuations on the future U.S. dollar value of its revenue,
operating expense transactions, as well as the U.S. dollar value
of its accounts receivable denominated in foreign currencies. For
currencies other than the Japanese yen, the Company mainly uses
the natural hedges resulting from intercompany payables and expenses
incurred in local currencies to dampen the effect of foreign currency
fluctuations. Due to the significance of Japan to its consolidated
operations, the Company uses foreign currency forward and purchased
options contracts to hedge forecasted Yen denominated sales
transactions and specific Yen dominated cost transactions and uses
foreign currency forward contracts to hedge Yen denominated accounts
receivable.

The Company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as of October 4, 1998, the
first day of its fourth fiscal quarter in 1998.   At April 3,
1999, the Company's foreign currency contracts designated as cash
flow hedges consisted of purchased options and forward contracts.
These contracts had a notional value of $16,860 and hedged
anticipated Japanese Yen denominated sales transactions.  At
April 3, 1999, the Company's fair value hedges consisted of
forward contracts.  These contracts had a notional value of
$3,419 and hedged Japanese Yen denominated accounts receivable.
The Company assesses the effectiveness of its foreign currency
hedges using the spot rate, and views the option premium as the
inherently ineffective portion of its purchased option contracts.
The ineffectiveness resulting from such contracts is reflected in
other (income) expense, and was immaterial to the quarter ended
April 3, 1999.   The gains deferred as other comprehensive income
on cash flow hedges amounted to $247 net of the deferred tax
effect of $68.  Such amounts will be reflected in the Company's
income statements between April and September 1999 as the forecasted
transactions occur.  Gains on fair value hedges were reflected in
other (income) expense, and were immaterial to the quarter ended
April 3,1999.

The following table presents the gross notional amounts of these
foreign currency contracts and their fair value (based on prices
or forward rates quoted by dealers) as of April 3, 1999:

Foreign Currency Contracts-Japanese Yen

Foreign Currency Contracts         Notional  Fair Value
-------------------------------------------------------
Forward contracts                  $ 12,041   $     254
Purchased option contracts            8,238         109
                                   --------   ---------
                                   $ 20,279   $     363
                                   ========   =========

Prior to adopting SFAS No. 133, the Company marked all foreign
currency forward contracts, which hedged accounts receivable to
market, with the resulting gain or loss included as other (income)
expense. Gains under foreign currency purchased option
contracts which were designated and effective as hedges of
forecasted sales transactions were deferred until realized, at
which time they were reported as revenue in the consolidated
financial statements. Such realized and unrealized gains and
losses were insignificant for the three months ended April 4,
1998.

<PAGE> 8


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


The  following  discussion and analysis contains  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 "Quantitative and Qualitative Disclosure of Market Risk."


RESULTS OF OPERATIONS
---------------------

Net income for the first quarter of 1999 was $7.5 million or $.20
per  diluted share.  This compares to net income of $8.7  million
or  $.23 per diluted share for the preceding quarter and  to  net
income  of $10.2 million or $.27 per diluted share for the same
quarter  of 1998.  The Company has been impacted by an  industry-
wide  cyclical downturn that began in the second quarter of 1998.
However, first quarter 1999 bookings showed an  approximate  20%
increase relative to fourth quarter 1998.

First  quarter revenue of $61.0 million was 1.2% lower  than  the
preceding quarter and 11.2% lower than the first quarter of 1998.
While  revenue for most product lines were flat or slightly down,
compared  to the prior quarter, the Company saw a 22.1%  increase
in  the revenue of its High Speed products. These products  serve
primarily the communications market.

Sales  declined in all regions of the world in the first  quarter
of 1999, relative to the same quarter in 1998. The North American
region   experienced  the  largest  decline  in   dollar   terms,
approximately  $3.5  million. In percentage terms,  the  European
region  showed  the largest decline, experiencing  a  34.8%  drop
relative to the same quarter in 1998.

Gross margin for the quarter was 50.5% of revenue.  This compares
to gross margin of 50.3% of revenue in the fourth quarter of 1998
and 51.8% of revenue in the first quarter of 1998.  Like product,
like  volume pricing, as has been typical, remained stable during
the quarter. Mix continues to shift toward higher volume products
with  lower  average selling prices, to date, without  having  an
adverse effect on aggregate gross margin. This is consistent with
the Company's strategy to offer high performance analog and mixed
signal intergrated circuits for high volume, fast growing, emerging 
applications.  The  Company's  plan is to improve gross margin if  
there is an acceleration of revenue growth.

Operating  expense  growth was actively  constrained  during  the
quarter   given  the  uncertainty  in  demand.   Total  operating
expenses  at  $21.2 million were down $436,000  from  the  fourth
quarter of 1998 and $787,000 from the first quarter 1998.  Sales,
Marketing  and  G&A  (SMG&A) for the quarter  was  down  $303,000,
sequentialy and  $1,040,000 lower than a year ago.  Research and
Development (R&D) expenses at 16.5% of revenue were flat compared
to  last  quarter and increased compared to 14.3% of revenue  for
the  same  period  last year.  It is the Company's  intention  to
target  investment in R&D at approximately 14% to 15% of  revenue
and  to  maintain SMG&A at 18% or less of revenue.  This reflects
the Company's continuing strategy to maintain a substantial level
of  R&D investment as the primary driver of revenue growth  while
constraining growth in SMG&A expenses.

First  quarter  operating  income of $9.6  million  or  15.8%  of
revenue  declined by 29.5% over the first quarter of 1998.   This
decline was almost exclusively due to lower revenue.  As compared
to the prior quarter, operating income as a percentage of revenue
increased  3.3%.  This  was due to continued  functional  expense
controls and to higher margins in the first quarter of 1999.

Other  income  was  lower  than fourth quarter  1998,  and  first
quarter  1998 due to lower  investment and foreign exchange  gain
income.  The effective tax rate for 1999 is estimated to be  27%.
The Company's effective tax rate is lower than the U.S. statutory
rate  due to expected benefits from tax exempt investment income,
foreign sales corporation, and tax credits.

As  compared to last year, first quarter 1999 net income was down
26.6% on a 11.2% decline in revenue. It is the Company's goal  to
improve  profit  performance through gross margin  expansion,  by
continued constraint on SMG&A expenses, and  by  revenue  growth.
The  Company's strategy is to achieve revenue growth through  new

<PAGE> 9

product development, increased penetration of traditional markets
such as the industrial market, and expanded participation in new,
emerging markets such as communications, consumer, and computing.



LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company believes that its financial position as of April 3,
1999 remains very sound. Despite over $4.8 million in capital
spending and stock repurchases of $5.1 million, cash,
equivalents, and investments were $121 million at quarter end, an
increase of $.8 million or 0.7% during the quarter.

Inventories decreased by $1.4 million or 2.7% during the quarter
to $50.9 million at April 3, 1999. The Company was able to
decrease its finished goods inventory, while at the same time
continuing to build strategic die bank inventory. This is
consistent with the Company's intention to have sufficient die
bank inventory to improve delivery performance to customers.

The Company's expectation for 1999 is for inventory to remain
relatively flat in absolute terms and, if it is successful in
achieving sales growth, to further decline as a percent of
revenue.  Inventory turns are essentially flat at 2.4 when
compared to the end of 1998.  The Company's 1999 objective is to
improve this to over 3.

During the quarter, net accounts receivable remained essentially
flat relative to fourth quarter 1998. Days sales outstanding
(DSO) increased to 84 days at April 3, 1999 from 79 days at the
end of 1998. The increase in DSO reflected non-linearity in
monthly shipments during the first quarter. DSO is planned to
improve in 1999 due to increased use of distribution, improved
shipment linearity, and more aggressive collection activity.

Capital expenditures totaled $4.8 million for the first quarter
1999, $1.8 million lower than the fourth quarter 1998.  Backend
capacity expansion for increased unit volume, next generation 
technology development, and modernization and standardization 
of manufacturing equipment were the primary users of capital 
spending. The Company plans to have 1999 capital expenditures 
within the range of $20 million to $25 million, consisting in 
large part of capacity expansion measures and improvements in 
product design automation.

At April 3, 1999, total debt was $20 million of which $3.6
million was term debt. This represented a $1.5 million decline in
total debt compared to December 31, 1998. Most of this debt was
held internationally and represented an interest rate arbitrage
situation in Japan. In addition to term debt, credit facilities
of approximately $41.3 million, including overdraft credit
facilities with both domestic and international banks, were
available to the Company, of which approximately $16.3 million or
39.5% was utilized. The current ratio improved to 3.63 at April
3, 1999 from 3.44 at December 31, 1998. The debt to equity ratio
declined from .08 at 1998's fiscal year end to .07 at 1999's first
quarter end. In October of 1998, the Company's board of directors
approved the repurchase of up to 3 million shares of Burr-Brown's
common stock, from time to time, pursuant to repurchase guidelines 
established by the Board. As of April 3, 1999, the Company has 
purchased 405,000 shares, 235,000 of which were purchased in 
the first quarter of 1999.  Stockholders' equity increased by 
$29.6 million from the first quarter of 1998 and $2.7 million, 
sequentially.

International markets constitute a majority of the Company's
revenue. The resulting transactions have exchange rate
fluctuation risk associated with them. The Company acts to
minimize the impact of foreign currency exchange rate
transactions through natural hedges afforded by its significant
foreign operations and through the use of financial hedges in the
form of forward contracts and option contracts. Exchange rate
fluctuations can also affect the Company's reported revenue as
the international subsidiaries' sales are primarily denominated
in foreign currencies but reported in the consolidated financial
statements in U.S. dollars using weighted-average exchange rates.
When compared to the first three months of 1998, the effect of
foreign exchange rate changes had an approximate 7.5% favorable
impact on 1999 year to date revenue.(See also "Business
Outlook-Market Risks")

The impact of inflation on the Company's financial position and
results of operations has not been significant during the three
month period ended April 3, 1999.

The Company's balance sheet continues to be strong and management
believes that it possesses more than sufficient capital resources
to meet the anticipated requirements of the next twelve months.

<PAGE> 10



YEAR 2000 ISSUE
---------------

Year  2000  Initiative.   The Year 2000 issue concerns  potential
malfunctions  resulting  from computer programs  using  two-digit
year  codes in dates instead of four-digit codes. This may result
in  hardware  and  software not functioning  properly  before  or
following January 1, 2000, which may lead to minor or significant
problems  associated with manufacturing, distribution, and  other
business operations.  Burr-Brown's Year 2000 initiative is  being
addressed  by  a  multi-disciplinary  committee  led  by   senior
information system technology managers.

The  committee  is evaluating Year 2000 issues in  the  following
five key categories:

a.   Company products;
b.   Business application systems;
c.   Information technology ("IT") infrastructure;
d.   Non-IT infrastructure (factory and facilities equipment and
     infrastructure); and
e.   Third party suppliers and customers.

The  committee  is addressing each of these categories  in  three
phases:

1.   Inventory (identify items with possible Year 2000 risk);
2.   Assessment  (prioritize  the inventory,  assess  Year  2000
     compliance,  plan  corrective  action,  and  identify   initial
     contingency plans); and
3.   Remediation (implement corrective action, test  and  verify
     compliance, and execute contingency plans if not compliant).

State  of  Readiness.   The  Company  has  determined  that   its
semiconductor products should not produce errors processing  data
as  a  result  of  Year 2000 failures, provided  that  all  other
products   (e.g.,  other  software,  hardware,   and   electronic
components)  used  with  the  Burr-Brown  semiconductor  products
properly exchange accurate data. The Company's products are  used
in  a  wide  variety  of applications in conjunction  with  other
electronic  components and software from many different  vendors;
to  verify  proper  Year  2000 operation of  a  complete  system,
customers will need to verify proper operation of each individual
component  as  well  as  the system as a whole  in  the  specific
application environment.

The committee has completed an inventory of all domestic business
applications  systems and IT infrastructure (including  software,
hardware and communications infrastructure, systems developed in-
house, purchased software and hardware, and services provided  by
third parties).  The Company began a worldwide replacement of its
primary   business   systems  in  1994  to   provide   additional
significant information system functionality as well as Year 2000
readiness.   This replacement is nearly complete and is  intended
to  be  completed enterprise-wide by mid-1999. However,  if  this
replacement is not completed on a timely basis, Year 2000 related
failures  could  adversely  impact  the  Company.  These  primary
business  application  systems and IT  infrastructure  have  been
licensed  or  purchased from major software and  IT  vendors  who
represent   that  such  systems  and  equipment  are  Year   2000
compliant.  In addition to those representations, the Company  is
internally assessing these systems to ensure Year 2000 compliance
in  the  Company's  application environment.  The  committee  has
identified  certain non-critical, legacy systems and applications
that  are not or may not be compliant.  Specific compliance plans
are  being  developed  for  these and  all  other  items  on  the
inventory.    These   plans   include  retirement,   replacement,
renovation, integration, and testing.

The   committee   has   completed   its   inventory   of   Non-IT
infrastructure  and also has completed the assessment  phase  for
several   critical   systems.   Non-IT  infrastructure   includes
physical  fabrication  and  test  facilities  and  equipment  for
production.   Burr-Brown's  manufacturing  processes   are   very
automated. The preliminary inventory has identified assembly  and
test equipment that contains embedded proprietary software or  is
integrated  into PC software databases that will need  renovation
or  replacement.  If not remedied, it is possible  that  some  of
this infrastructure could cease to function. However, the Company
believes  most of this infrastructure would continue to function,
but  may  report inaccurate data that could result in  production
inefficiencies.  Remediation plans are being implemented with the
assistance of the vendors of such equipment and software.

The  Company is formally communicating with significant past  and
present suppliers, customers, and subcontractors to determine the
extent  to  which  they are vulnerable to Year 2000  issues.   To
date,  the Company has communicated with approximately  400  such

<PAGE> 11

parties, and will continue to communicate with key suppliers that
are  not yet compliant in an effort to eliminate or minimize  any
impact their non-compliance may have on the Company's operations.
Continuing   feedback  indicates  that  most  of  the   Company's
suppliers  do  not  expect  their  business  operations   to   be
interrupted or adversely impacted by Year 2000 problems.  In  the
event  that  any  significant  customers  and  suppliers  do  not
successfully  and  timely achieve Year  2000  compliance,  it  is
possible   that  the  Company's  operations  could  be  adversely
affected.

Burr-Brown   anticipates   completing   its   remediations    and
contingency  plans by the third quarter of 1999, and  intends  to
complete Year 2000 compliance solutions for any critical  systems
that  might be earlier impacted by Year 2000 issues (e.g.,  order
entry  systems) prior to any anticipated significant impact  from
Year  2000 date issues.  Of course, completion of the project  is
contingent upon the timeliness and accuracy of software  upgrades
and  equipment  from vendors, the adequacy and  accuracy  of  our
internal  and  external resources used in assessing, remediating,
and  testing  our  internal systems for  compliance,  the  timely
cooperation  of our suppliers, subcontractors and customers,  and
other potential factors.  Furthermore, there can be no assurances
that  implementation of the Company's Year 2000 initiatives  will
fully mitigate potential failures or problems.

Cost of Compliance: Since 1994, the Company has expended
approximately $15 million on information system replacement.  The
committee currently anticipates spending between $0.7 - $1.7
million to achieve Year 2000 compliance for presently identified
IT and Non-IT infrastructure that will require remediation. The
committee has and will continue to use, as required, external
consultants to assess and mitigate Year 2000 problems. To the
extent the Company is required to use outside consultants more
than presently anticipated, the Company's costs to address Year
2000 issues will increase. These cost estimates may change as
more information becomes known. All Year 2000 costs have been and
will continue to be funded from operations.

Critical Risks.  Although the Company intends that its Year  2000
initiative  will  avoid  any  material  adverse  effect  on   its
operations,  cash  flows, or financial condition,  it  recognizes
that  the  occurrence  of worst case Year  2000  scenarios  could
significantly impede its ability to manufacture, distribute,  and
sell  its products for an indefinite period of time. The  Company
is  dependent on basic public and private infrastructure for  its
normal   operations.    In  the  event  utilities,   distribution
channels,  banking  systems, or other  fundamental  services  are
unavailable as a result of Year 2000 failures, this would have  a
severe  impact  on continuing business operations. Any  long-term
interruption would have a material adverse impact on the Company.
In   addition,  the  Company  does  not  have  readily  available
alternative sources of supply for certain materials and  services
(e.g.,  specific wafer production processes).  The Company  would
not   be   able  to  replace  these  critical  suppliers  without
significant delay and cost.


BUSINESS OUTLOOK
----------------

In order to provide our shareholders with better insight to our
future plans, directions, and objectives, the following forward
looking statements are provided.

MARKETS: The Company intends to continue to emphasize the
industrial and process control and test and instrumentation
markets in which it holds a leadership position in order to
protect and enhance market penetration. The Company expects to
hold a steady market position in the digital audio market. In
addition, it will endeavor to improve its market position in the
relatively larger and faster growth communications and computing
markets.

PRODUCTS: The Company possesses very strong core competencies in
the development, manufacture, and marketing of high performance
analog and mixed signal integrated circuits. It also maintains a
strong presence in digital audio applications. Increasingly, it
has been expanding its product offerings to selected aspects of
the communications market, including wireless and broadband
applications. The Company believes that, by using these
capabilities to address the requirements of its target markets,
it can sustain substantial growth over the next five years. To
capitalize on rapid growth opportunities, the Company is seeking
to increase its number of product offerings and reduce the time
required to bring new products to market. The Company is also
seeking to design products for a wide customer base. Product
offerings will include both standard linear products which will
serve a wide range of market applications and, on a selective
basis, products which target specific needs of very high growth
market segments.

GROSS MARGIN: The Company's plans call for a continually
expanding gross margin over the next five years. Product pricing
is expected to remain stable and continue to reflect the high
value-added content of these products. Accordingly, the Company's
ability to increase revenues will depend in part upon its ability
to increase unit sales volumes of existing products and to
introduce and sell new products. Increased volume and improved

<PAGE> 12

manufacturing efficiency are expected to continue to reduce
product costs. Some products targeting very high volume, rapid
growth applications will be characterized by relatively lower
gross margins but should require lower levels of operating costs
compared to products serving more traditional markets.

OPERATING EXPENSES: In order to support acceleration of new
product development, the Company will continue to increase its
R&D expenditures. The Company intends to constrain SMG&A expenses
to a rate substantially lower than that of revenue growth. The
goal is continual expansion of operating margins with sales
growth while allowing for increased research and development
investment as the primary engine of that growth.

INVESTMENTS: The Company believes the growth opportunities
inherent in this strategy will require significant additions to
manufacturing capacity and technological capabilities over the
next five years. This will be met in the form of internal capital
investments and development of source of supply arrangements with
third party vendors as well as potential timely and synergistic
business acquisitions.

MARKET RISKS: The Company is exposed to certain financial market
risks, principally changes in interest rates and foreign currency
exchange rates.

INTEREST RATE RISKS: As the Company is virtually debt-free, the
Company's interest rate risk at April 3, 1999 relates primarily
to its cash equivalents, short-term, and long-term investments.

The following summarizes the future maturities of the Company's
cash equivalents, short-term, and long-term investments at April
3, 1999:

                         Fair Value     Weighted Yield
                         ------------------------------
Maturities in 1999       $ 59,471,000        3.67%
Maturities in 2000         42,782,000        4.75%
-------------------------------------------------------
Total                    $102,253,000        4.11%
                         ==============================

FOREIGN CURRENCY RISKS: International markets account for a
majority of the Company's revenue. The resulting transactions
have exchange rate fluctuation risk associated with them. The
Company acts to minimize the impact of foreign currency exchange
rate transactions through natural hedges afforded by its
significant foreign operations and through the use of financial
hedges in the form of forward contracts and option contracts.
These contracts have historically been in three currencies,
Japanese Yen, British Pounds and German Marks, although such
contracts have been exclusively in Japanese Yen in 1998 and 1999.
The following summarizes the foreign currency forward  and option
contracts, which settle in 1999, in effect at April 3, 1999:

                                Notional      Average    Fair  
                                Amount        Rate       Value
                                ---------------------------------
Japanese Yen Forward Contracts  $12,041,000   116.50     $254,000
Japanese Yen Option Contracts     8,238,000   121.46      109,000
-----------------------------------------------------------------
Total                           $20,279,000              $363,000
                                =================================


QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
------------------------------------------------------

The Company's quarterly and annual operating results are affected
by  a  variety  of  factors that could materially  and  adversely
affect  revenue,  net  income, gross profit,  and  profitability;
including  the  volume and timing of orders, changes  in  product
mix,  market  acceptance  of  the Company's  and  its  customers'
products, competitive pricing pressures, fluctuations in  foreign
currency exchange rates, economic conditions in the United States
and   international   markets,  the   timing   of   new   product
introductions,  availability of wafers and  other  materials  and
services, fluctuations in manufacturing yields, and the continued
service  of key management, employees and providers.  The Company
has experienced significant fluctuations in operating results  in
the  past  and  may  likely experience such fluctuations  in  the
future.  The semiconductor market has historically been  cyclical

<PAGE> 13

and  subject to significant economic downturns at various  times.
As noted above, the industry is currently experiencing a downturn
and  the  Company  is  unable to predict  the  likely  extent  or
duration of this downturn.  Historically, average selling  prices
in  the  semiconductor industry have decreased over the  life  of
particular  products.  If the Company is unable to introduce  new
products  with  higher average selling prices  or  is  unable  to
reduce  manufacturing costs to offset decreases in the prices  of
its  existing products, the Company's operating results  will  be
adversely affected.  In addition, the Company is limited  in  its
ability  to  reduce  costs  quickly in response  to  any  revenue
shortfalls.

The  fabrication of integrated circuits is a highly  complex  and
precise  process.   Manufacturing yields can  be  impacted  by  a
variety  of  factors,  many of which are  outside  the  Company's
control.   A  large portion of the Company's manufacturing  costs
are relatively fixed and consequently the number of shippable die
per  wafer  for  a  given product is critical  to  the  Company's
results of operations. To the extent the Company does not achieve
acceptable  manufacturing yields or experiences product  shipment
delays,  its  financial  condition, cash flows,  and  results  of
operations  would be materially and adversely affected.  To  meet
anticipated  future  demand and to utilize  a  broader  range  of
fabrication  processes,  the  Company  intends  to  increase  its
manufacturing capacity at some future point. Although the Company
has  internal  capability  to produce  wafers  for  many  of  its
products, it is dependent on outside wafer fabs for a significant
portion  of  its wafer supply. As is typical in the semiconductor
industry,   from  time  to  time  the  Company  has   experienced
disruptions in the supply of processed wafers from external  fabs
due  to  quality and yield problems and capacity constraints.  If
these  outside  wafer foundries are not able to produce  required
supplies of processed wafers conforming to the Company's  quality
standards,  the  Company's business and  relationships  with  its
customers  for  the  quantities of  products  produced  by  these
foundries  could be adversely affected. In addition, the  Company
relies  on  domestic and international subcontractors to  perform
assembly,  packaging, and testing services. Disruption  of  these
services could adversely affect the Company's operations.

The  Company desires to continue to expand its operations outside
of  the  United  States  and  to enter  additional  international
markets, which will require significant management attention  and
financial resources and subject the Company further to the  risks
of  operating  internationally. These  risks  include  unexpected
changes   in  regulatory  requirements,  delays  resulting   from
difficulty  in obtaining export licenses for certain  technology,
tariffs,  and other barriers and restrictions and the burdens  of
complying  with  a variety of foreign laws. In addition,  because
most  of  the  Company's international sales are  denominated  in
foreign  currencies, gains and losses on the conversion  to  U.S.
dollars of accounts receivable and accounts payable arising  from
international  operations may contribute to fluctuations  in  the
Company's  operating  results.   A  substantial  portion  of  the
Company's revenue is attributable to sales in Japan and Southeast
Asia.   The  recent economic instability in Japan  and  Southeast
Asia has had a negative impact on the Company's sales during 1998
and  1999, and there can be no assurance that this condition will
not  continue.   This  situation could have  a  material  adverse
effect  on  the  Company's  business, financial  condition,  cash
flows, or operating results, particularly to the extent that this
instability materially impacts the sales of products manufactured
by the Company's customers.

The  Company  has  in the past been, and may in  the  future  be,
subject  to or initiate intellectual property litigation  in  the
United   States  or  elsewhere,  which  can  demand   significant
financial  and  management resources.  From time to  time,  third
parties  assert  that  the  Company  is  infringing  intellectual
property rights of such parties.  There can be no assurance  that
infringement claims by third parties will not be asserted against
the  Company in the future or that such assertions, if proven  to
be  true,  will  not  materially adversely effect  the  Company's
business, financial condition, cash flows, or operating  results.
Any  litigation  relating  to the intellectual  property  rights,
whether  or  not determined in the Company's favor or settled  by
the  Company, would at a minimum be costly and could  divert  the
efforts  and attention of the Company's management and  technical
personnel,  which  could have a material adverse  effect  on  the
Company's  business, financial condition, cash flows, or operating
results.

The  Company's  success depends upon its ability to  develop  new
products for existing and new markets, to introduce such products
in  a  timely  manner  and  to  have such  products  gain  market
acceptance.  The  development of new products is highly  complex,
and  from  time  to  time the Company has experienced  delays  in
developing  and  introducing  new products.   Successful  product
development  and  introduction depends on a  number  of  factors,
including  proper  new product definition, timely  completion  of
design  and  testing of new products, achievement  of  acceptable
manufacturing yields, and market acceptance of the Company's  and
its customers' products.  Moreover, successful product design and
development  is  dependent on the Company's ability  to  attract,
retain, and motivate qualified analog design engineers, of  which
there  is  a limited number.  There can be no assurance that  the
Company  will  be  able  to meet these challenges  or  adjust  to
changing  market  conditions as quickly and  cost-effectively  as
necessary  to compete successfully.   The semiconductor  industry
is  intensely competitive and is characterized by price  erosion,
rapid  technological change, product obsolescence, and heightened
international competition in many markets. Many of the  Company's
competitors  have  substantially  greater  financial,  technical,

<PAGE> 14

marketing,  distribution,  and other resources,  broader  product
lines  and longer standing relationships with customers than  the
Company.   In  the event of a downturn in the market  for  analog
circuits,  companies that have broader product lines  and  longer
standing  customer relationships may be in a stronger competitive
position  than  the  Company. Competitors with greater  financial
resources  or broader product lines also may have more  resources
than  the Company to engage in sustained price reductions in  the
Company's primary markets to gain market share.

PART II.  OTHER INFORMATION
---------------------------


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
a.     Exhibits


   27. Financial Data Schedule.

b.     Reports  on  Form  8-K:  The Company  did  not  file  any
       reports on Form 8-K during the quarter ended April 3, 1999.

SIGNATURES
----------

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

     BURR-BROWN CORPORATION
     ----------------------
     Registrant

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


     Date: May 17, 1999
           ------------

<PAGE> 15