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 June 28, 1997

                               or

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

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

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

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

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

                         Yes   X       No

Indicate  the number of shares outstanding of each of the  issuer's
classes of common stock, not including shares held in treasury,  as
of the close of the period covered by this report.

          Common Stock, $0.01 par value 24,038,294 Shares

                BURR-BROWN CORPORATION AND SUBSIDIARIES

                             INDEX

     PART I.   FINANCIAL INFORMATION                         Page #

               Item 1    Financial Statements (Unaudited)

               Consolidated Statements of Income, Three and
               Six Months Ended  June 28, 1997, and
               June 29, 1996                                     3

               Consolidated Balance Sheets, June 28, 1997,
               and December 31, 1996
                             4
               Consolidated Statements of Cash Flows, Six
               Months Ended June 28, 1997, and
               June 29, 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 4    Submission of Matters to a Vote of
                         Security Holders                        10
               
               Item 6    Exhibits and Reports on Form 8-K

                    (a)   Exhibit 10:  Amended and Restated
                          Burr-Brown Corporation 1993 Stock
                          Incentive Plan                         11

                          Exhibit  11: Computation of
                          Consolidated Earnings Per Share        26

                    (b)   Reports on Form 8-K:  The Company
                          did not file any reports on Form 8-K
                          during the quarter ended June 28, 1997

     SIGNATURES

                             Signature Page                      27









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   Six Months Ended
                                                                                                     
                                Jun. 28,  Jun. 29,  Jun. 28,  Jun. 29,
                                  1997      1996      1997      1996
<S>                             <C>       <C>       <C>       <C>
Net Revenue                      $62,505  $58,181   $117,277  $119,355
     % increase (decrease) in         7%    (16%)       (2%)     (8%)
      revenue over prior year
           Cost of Goods Sold     31,237                             
                                           28,427     58,637   58,924
Gross Margin                      31,268   29,754     58,640    60,431
% of revenue                         50%      51%        50%      51%
Expenses:                                                            
Research & Development                                               
                                   7,952    7,293     15,171   14,636
% of revenue                         13%      13%        13%      12%
Sales, Marketing, General and                                        
               Administrative     13,071   14,061     24,617   28,890
% of revenue                         21%      24%        21%      24%
Total Operating Expenses                                             
                                  21,023   21,354     39,788   43,526
% of revenue                         34%      37%        34%      36%
Income from Operations                                               
                                  10,245    8,400     18,852   16,905
% of revenue                         16%      14%        16%      14%
Interest Expense                                                     
                                     113      172        215      370
(Gain) from Sale of                    -        -             (6,680)
Subsidiary                                                 -
       Other (Income) Expense                                        
                                   (936)    (949)    (1,819)  (2,070)
Income Before Income Taxes                                           
                                  11,068    9,177     20,456   25,285
% of revenue                         18%      16%        17%      21%
Provision for Income Taxes                                           
                                   3,321    2,570      6,137    7,080
Effective Tax Rate                   30%      28%        30%      28%
Net Income                        $7,747   $6,607    $14,319  $18,205
% of revenue                         12%      11%        12%      15%
Earnings per Common Share          $0.31    $0.26      $0.57    $0.72
                                              (1)                 (1)
Shares used in per common         25,270   24,988     25,138   25,200
share calculation                             (1)                 (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
   (In thousands of dollars)
<TABLE>                                                    
<CAPTION>                                                  
                                            Jun. 28,   Dec. 31,
                                              1997       1996
   ASSETS                                  (Unaudited)            
                                                   
      <S>                                  <C>         <C>
  Current Assets                 
   
           Cash and Cash Equivalents       $32,523     $38,433
           Short-Term Investments            2,999      14,407
           Trade Receivables                52,743      39,546
           Inventories                      50,459      49,570
           Deferred Income Taxes             7,619       6,705
           Other                             9,355       4,867
                                           -------     -------
           Total Current Assets            155,698     153,528
                                                                         
Long-Term Investments                       40,961      36,537
Land, Buildings, and Equipment
           Land                              3,417       3,427
           Buildings and Improvements       26,056      25,344
           Equipment                       134,131     122,726
                                           -------     -------    
                                           163,604     151,497
           Less Accumulated Depreciation   (89,987)    (83,967)
                                           -------     -------     
                                            73,617      67,530
          Other Assets                       2,874       3,993
                                           -------     -------
                                          $273,150    $261,588

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
          Notes Payable                    $11,298     $14,533
          Accounts Payable                  15,940      17,641
          Accrued Expenses                   5,094       3,568
          Accrued Employee Compensation                  
          and Payroll Taxes                  8,299       8,194
                
          Deferred Profit from                           
          Distributors                       8,424       7,462
          Income Taxes Payable               3,920       3,129
          Current Portion of Long-Term
          Debt                                 922       1,087
                                           -------     -------                  
          Total Current Liabilities         53,897      55,614
          
Long-Term Debt                               1,789       1,830
Deferred Gain                                  374       1,122
Deferred Income Taxes                        1,709       1,709
Other Long-Term Liabilities                    746       1,907
Stockholders' Equity
          Preferred                             -           -
          Stock
          Common Stock                         252         166
          Additional Paid-In Capital        92,316      90,326
          Retained Earnings                131,599     117,467
          Equity Adjustment from Foreign
          Currency Translation               2,366       2,881
          Unrealized Loss on Investments      (434)         -
          Treasury Stock                   (11,464)    (11,434)
                                          ---------   ---------    
                                           214,635     199,406
                                          ---------   --------- 
                                          $273,150    $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>                                                           
                                                    Six Months Ended
                                                  June 28,     June 29,  
                                                    1997         1996
                                             
 <S>                                              <C>          <C>
OPERATING ACTIVITIES:
Net Income                                        $14,319      $18,205
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
     Depreciation and Amortization                  6,381       6,498
     Amortization of Deferred Gain                   (748)       (748)
     Provision for Inventory Reserves               1,537       3,334
     Benefit from Deferred Income Taxes              (594)     (2,744)
     Increase (Decrease) in Deferred Profit           962       1,560
     from Distributors
     Gain from Sale of Subsidiary                      -       (6,680)
     Other                                           (377)       (104)
Changes in Operating Assets and Liabilities:
     (Increase) Decrease in Trade Receivables     (13,173)      3,647
     (Increase) Decrease in Inventories            (2,681)     (7,206)
     (Increase) Decrease in Other Assets           (3,383)     (3,697)
     Increase (Decrease) in Accounts Payable       (1,832)        379
     Increase (Decrease) in Accrued Expenses        1,484      (3,366)
     and Other Liabilities
                                                                    
Net Cash Provided by Operating Activities           1,895       9,078
                                                                    
INVESTING ACTIVITIES:
Purchases of Investments                          (19,396)     (3,963)
Maturities of Investments                          25,651      27,813
Purchase of Land, Buildings and Equipment         (12,123)    (14,859)
Proceeds from Sale of Equipment                        23         374
Proceeds from Sale of Subsidiary                       -       12,804

Net Cash Provided by (Used in) Investing           (5,845)     22,169
Activities
                                                                    
FINANCING ACTIVITIES:
Proceeds from Short-Term and Long-Term                      
Borrowings                                             -        7,158
Payments on Short-Term and Long-Term                          
Borrowings                                         (3,800)       (586)
Proceeds from (Payments for) Capital Stock  
Activity, Net                                       1,859      (7,231)

Net Cash Used in Financing Activities              (1,941)       (659)
                                                                    
Effect of Exchange Rate Changes                       (19)         21
                                                                    
Increase (Decrease) in Cash and Cash Equivalents   (5,910)     30,609
                                                                    
Cash and Cash Equivalents at Beginning 
of Year                                            38,433      42,477
                                                            
Cash and Cash Equivalents at End of Six
Months                                            $32,523     $73,086
                                                                    
<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 and six months ended June 28, 1997, are
not necessarily indicative  of  the  results to be expected  for  the
year ending December 31, 1997.   For further information, refer to
the consolidated financial statements and footnotes thereto included in
the  Company's  Annual  Report on Form  10-K  for  the  year  ended
December   31,  1996,  filed  with  the  Securities  and   Exchange
Commission.

In  February, 1997, the Financial Accounting Standards Board issued
Statement  No.  128, Earnings per Share, which is  required  to  be
adopted  on December 31, 1997.  At that time, the Company  will  be
required  to  change the method currently used to compute  earnings
per  share  and  to  restate  all prior  periods.   Under  the  new
requirements  for  calculating  primary  earnings  per  share,  the
dilutive  effect of stock options will be excluded.  The impact  is
expected to result in an increase in primary earnings per share  in
the second quarters ended June 28, 1997, and June 29, 1996, of $0.01
and  $0.02  per  share, respectively, and an  increase  in  primary
earnings per share in both the first six months ended June  28,
1997, and June 29, 1996, of $.03 per share. The impact of Statement
128  on  the  calculation of fully diluted earnings per  share  for
these periods is not expected to be material.


2. INVENTORIES

Inventories consist of the following:
                                           Jun. 28,       Dec. 31,
                                             1997           1996
       Raw Material                         $10,002        $10,960
       Work-in-Process                                            
       Finished Goods                        23,017         20,227
                                                    
                                             17,440         18,383
                                            $50,459        $49,570 


3. TAX RATE

The  effective  tax  rate  for 1997 is estimated  to  be  30%.  The
Company's effective tax rate is lower than the U.S. statutory  rate
due  to  expected  benefits from tax exempt  investment  income,  a
foreign sales corporation, and tax credits.


4. STOCK SPLIT

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


5. CONTINGENCIES

Subsequent to March 29, 1997, the Company settled a patent infringement
case that had been outstanding at December 31, 1996.  The plaintiff
had alleged that Burr-Brown had infringed upon its Small Computer
System Interface (SCSI) terminator patents.  The terms of the 
settlement agreement, which are confidential, are not expected to 
materially impact the Company's financial condition, results of operations, 
or cash flows.


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

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

RESULTS OF OPERATIONS

Net  income for the second quarter of 1997 was $7.7 million or  $.31
per  share.  This compares to net income of $6.6 million or $.26 per
share for the preceding quarter and to net income of $6.6 million or
$.26  per share for the year ago quarter.  Net income for the  first
six  months  of  1997  was $14.3 million or $.57  per  share.   This
compares  to $18.2 million or $.72 per share for the same period  in
1996.   The  first  six months' net income of 1996 is  comprised  of
income from recurring operations of  $13.4 million or $.53 per share
and  a non-recurring gain of $4.8 million or $.19 per share relating
to  the  sale of Power Convertibles Corporation (PCC), a  subsidiary
sold in the first quarter of 1996.  Excluding this gain, compared to
the first six months of 1996, net income increased by 6.9%.

Second  quarter  new order bookings were up significantly  from  the
second  quarter  of  1996  and  were higher  than  bookings  in  the
preceding first quarter of 1997.  For the first six months of  1997,
new order bookings have increased substantially from the same period
last year.

Revenue for the second quarter of 1997 was $62.5 million, an
increase of 14.1% from the first quarter this year and an increase
of 7.4% from the second quarter of 1996.  Sales into all geographic
regions were up sequentially with the exception of Europe which
remained flat.  All product lines were up sequentially, with digital
audio/video and communications products increasing the most.
Revenue for the first six months of 1997 was $117.3 million.  Net of
1996 PCC activity, this was $1 million or 1% above 1996 revenue for
the same period.

Second quarter gross margin was sustained at 50% of sales
sequentially.  This was due to various factors.  A major reason was
that production yields for the quarter broke the Company records
set last quarter, and further manufacturing spending efficiencies
were achieved.  Like product pricing remained stable.  Product mix
continues to shift toward higher volume products with lower average
selling prices without having an adverse effect on aggregate gross
margin.  A higher proportion of revenue for the second quarter was
realized from externally foundered products thus limiting
improvements in internal operating leverage.  Although gross margin
benefited from lower wafer prices from external fab foundries, 
the lack of increased internal wafer fab utilization constrained
overall gross margin gains.  Implementation of the Consilium Workstream
Manufacturing Execution System (MES) was completed in the Tucson factory
assembly and test area, thereby bringing the entire location onto this
system.  Year to date gross margin at 50% of sales was slightly lower
than the first half of last year, primarily the result of product mix
changes and a lower level of factory utilization.  The Company's long
term model for gross margin is 53%, and management expects to make
progress toward that objective during the current year to the extent that
internal factory utilization increases.  Gross margin improvements should
be realized if there is an acceleration in revenue growth.

Operating expenses for the second quarter were higher than the
previous quarter but declined as a percent of sales to 33.6% from
34.3%.  Research and Development (R&D) spending was up sequentially
about $700,000 or 10% to a total of 12.7% of revenue.  Hiring and wafer
and mask expenses relating to new product development accounted for
the increase.  R&D expenses for the first half of 1997 were 3.7%
higher than those of the same period last year.  R&D expenses for the
first six months of 1997 were 12.9% of revenue as compared to 12.3%
for the same period last year.  This reflects management's strategy to
increase R&D investment as a primary driver of revenue growth.  The
Company's model ratio for R&D is 14% of revenue, and management expects
to be near that level for most of the remainder of the current year in
order to support new product introductions and to continue development
of next generation, proprietary wafer fab processes.

Sales, Marketing, General and Administrative (SMG&A) expenses for
the second quarter of 1997 declined to 20.9% of revenue from 21.1%
in the preceding quarter.  In absolute terms, SMG&A expenses
increased by $1.5 million over the previous quarter due to
increases in sales commissions, promotional expenses, and some
hiring.  SMG&A expenses were reduced by nearly $1 million or 7%
from the second quarter 1996 level, reducing this ratio from 24.2%
of revenue.  For the first six months of 1997, SMG&A expenses were
$4.3 million or 15% lower than those of the comparable period of
1996.  For the same periods, SMG&A expense declined from 24.2% of
revenue to 21% of revenue.  The Company's long term model for SMG&A is
18% of revenue.  In order to further reduce SMG&A, the Company has
greatly expanded use of third party distribution to a point where
now about half of worldwide revenue is derived from this channel.
This not only reduces selling expenses but also expands market
coverage and allows the Company's direct sales force to focus on
key accounts.  The Company is consolidating all administrative,
logistics, and inventory functions in three regional service
centers worldwide.  The adoption of a common worldwide information
system is expected to further reduce administrative costs.  During
the second quarter, the Company completed the second leg of this
initiative with the implementation of the SAP suite of business
applications in Europe and the transfer of all administrative,
logistics, and finance functions for the region to its U.K factory
location.  An increase in the proportion of large product
opportunities, especially as regards digital audio and video and
communication application specific standard products, may reduce
the overall cost of selling.

Income from operations improved to 16.4% of revenue in the second
quarter of 1997, up from 15.7% in first quarter of 1997 and from
14.4% in the second quarter of last year.  This improvement was
primarily due to increased operating leverage brought about by
revenue growth and operating expense control.  The Company's long term
operating profit model is 21%, which the Company plans to  achieve
by gross margin expansion, constraint on SMG&A expenses, and
revenue growth.  The Company intends to grow revenue by R&D
investments, increased penetration of traditional markets, and
expanded participation in new, emerging markets.  The Company plans
to make further progress on this ratio during the remainder of this
year.

The tax rate held constant with the first quarter of this year at
30%.  This is up from the 25.5% tax rate of 1996 due to the absence
of any one-time favorable tax events.  The Company expects the tax
rate to be approximately 30% 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, including the continued migration of income to lower tax
rate jurisdictions.

Net income for the quarter was $7.7 million or 12.4% of revenue, up
from $6.6 million or 12.0% of revenue last quarter.  Net income was
up 17.9% sequentially on a revenue increase of 14.1%.  The
Company's long term model for profit after tax is 15% of revenue.

FOREIGN OPERATIONS

International markets constitute a majority source of the Company's
revenues.    The   resulting  transactions   have   exchange   rate
fluctuation  risk  associated with them.   Exchange  rate  risk  is
reduced  through  the  natural hedges  afforded  by  the  Company's
foreign   operations,   dollar-based   or   dollar-indexed    sales
transactions  whenever  possible, and by the  purchase  of  forward
foreign exchange and option contracts to hedge its foreign currency
net  accounts  receivable due from the international  subsidiaries.
In  addition,  the Company has entered into forward  contracts  and
option  contracts against anticipated foreign exchange cash  flows.
These  contracts  are in three primary currencies:   Japanese  Yen,
British  Pounds, and German Marks.  Exchange rate fluctuations  can
also  affect the Company's reported revenue to the extent that  the
international  subsidiaries'  sales  are  in  non-indexed   foreign
currencies but reported in the consolidated financial statements in
U.S. dollars using a weighted average exchange rate.  When compared
to exchange rates in effect during the first half of 1996, the effect
of foreign  exchange  rate changes in 1997 had approximately a 5%
unfavorable impact on 1997 year to date  revenue.   Hedging activity 
resulted  in  a  much  smaller unfavorable impact on net income.

FACTORS AFFECTING FUTURE RESULTS

The   foregoing  plans  are  subject  to  a  number  of  risks  and
uncertainties,  including  the  following:   Factors   that   could
materially  and  adversely affect net revenue,  gross  margin,  and
profitability include the volume and timing of orders,  changes  in
product  mix, market acceptance of the Company's and its customers'
products,  competitive pricing pressures, fluctuations  in  foreign
currency   exchange   rates,   new   product   introductions,   and
fluctuations  in  manufacturing  yields.   Average  selling  prices
typically  decrease over the life of particular products.   If  the
Company  is  unable to introduce new products with  higher  average
selling prices or reduce manufacturing costs to offset decreases in
the  prices  of  its  existing products,  the  Company's  operating
results  will be adversely affected.  In addition, the  Company  is
limited in its ability to reduce costs quickly in response  to  any
revenue  shortfalls.   To meet anticipated  future  demand  and  to
utilize  a  broader  range of fabrication  processes,  the  Company
may 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 prior filings with the Securities and  Exchange
Commission.



FINANCIAL CONDITION

The Company considers its financial position to be very sound.  At
June 28, 1997; cash, equivalents, and investments of $76.5 million
had declined by $12.9 million  from 1996 year end primarily due to
capital equipment purchases of $12 million, an increase in accounts
receivable and a decline in debt.  Lower capital expenditures,
reduced inventories relative to sales, and improvements to accounts
receivable days sales outstanding are expected to generate a more
positive cash flow over the next several quarters.

Inventories declined by $1 million during the second quarter.
Inventory to quarterly sales ratio was reduced to 81% from 94%.  As
compared to 1996 year end, inventories increased by less than 2%.
The Company expects that its inventory reduction program which
includes cost and cycle time reductions, increased use of the
distribution channel, consolidation of inventories in regional
service centers, and improved manufacturing planning will further
improve its inventory to sales ratio.  For the remainder of the
year, inventory is expected to remain relatively flat in absolute
terms and decline as a percent of sales to the extent the Company
achieves revenue growth.  Currently, annual inventory turns are somewhat
greater than two and the Company's near-term objective is to make this
greater than three.

Accounts receivable increased by 19% on a revenue increase of 14%
during the quarter.  An increase in demand toward the end of the
quarter and a higher proportion of international business caused
accounts receivable days sales outstanding at the end of the second
quarter to increase to 77 days from 71 days at the end of the first
quarter.  Although shipment linearity improved in total during the
quarter, international operations were somewhat less linear.
Accounts receivable days sales outstanding at the end of 1996 was
74 days.  Accounts receivable is expected to increase commensurate
with revenue growth, but days sales outstanding are expected to
decline throughout the year as a result of increased use of the
distribution channels, improved shipment linearity, and increased
emphasis on timely collections.

Capital expenditures were $6 million in the second quarter of 1997,
bringing the total to $12 million year to date.  Capital
expenditures were primarily allocated to modernization and
standardization of manufacturing equipment, next generation
technology development, and development of information systems.
Capital expenditure plans call for a total $18 to $21 million to be
invested in 1997.

At  June 28, 1997, total debt was $14 million of which $2.7 million
was  term  debt.   Most  of  this  debt  represents  interest  rate
arbitrage in Japan. In addition to term debt, credit facilities  of
approximately  $50.2  million with both domestic and  international
banks  were  available to the Company of which approximately  $11.3
million  or  22.5% was utilized.  The current ratio  improved  from
2.76 at year end to 2.89 at June 28, 1997.  Total debt declined  by
$3.4  million or 20% from 1996 year end.  Accounts payable declined
by  $4.6  million during the second quarter, reflecting the shorter
payment  period of non-capital items.  From 1996 year end, accounts
payable declined by $1.7 million.

In February, 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be
adopted on December 31, 1997.  At that time, the Company will be 
required to change the method currently used to compute earnings per
share and to restate all prior periods.  Under the new requirements
for calculating primary earnings per share, the dilutive effect of 
stock options will be excluded.  The impact is expected to result in
an increase in primary earnings per share in the second quarters ended
June 28, 1997, and June 29, 1996, of $0.01 and $0.02 per share,
respectively, and an increase in primary earnings per share in both
the first six months ended June 28, 1997, and June 29, 1996, of
$0.03 per share.  The impact of Statement 128 on the calculation of
fully diluted earnings per share for these periods is not expected to
be material.

Stockholders' equity increased by over $9.7 million or 4.7% on  the
quarter,  nearly  twice  the growth rate percentage  of  the  prior
quarter.  From  1996  year end, stockholder's equity  increased  by
$15.2 million or 8%.

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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHARE HOLDERS


a.   The Annual Meeting of Shareholders was held April 25, 1997.

b.   The following Directors were elected to serve until the next
Annual Meeting and until their successors are duly elected  and
qualified.  The Directors are as follows:

     NOMINEE                       FOR            WITHHELD

     Thomas R. Brown, Jr.        14,127,996        244,277
     Syrus P. Madavi             14,127,031        245,242
     John S. Anderegg, Jr.       14,127,771        244,502
     Francis J. Aguilar          14,122,928        249,345
     Marcelo A. Gumucio          14,128,346        243,927

c.   The shareholders approved an amendment to the Company's 1993
  Stock Incentive Plan, which included a 500,000 share increase to
  the number of shares authorized for issuance under the Plan.

  Voting on this resolution were 9,914,059 shares for, 4,418,357
shares against, and 12,179 shares not voted.

d.   The shareholders approved the selection of Ernst & Young LLP
  as independent auditors for the Company for the ensuing fiscal
  year.

  Voting on this resolution were 14,364,010 shares for, 3,659
shares against, and 4,604 shares not voted.