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 July 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 36,901,559 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 July 3,1999, and July 4,1998            3

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

         Consolidated Statements of Cash Flows, Six
         Months Ended July 3, 1999, and July 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                                         14


PART II. OTHER INFORMATION

Item 6   Exhibits and Reports on Form 8-K                    16


     SIGNATURES

         Signature Page                                      16





<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    Six Months Ended


                       Jul. 3,      Jul. 4,    Jul. 3,    Jul. 4,
                         1999         1998       1999       1998
                       --------   --------   ---------   --------
<S>                    <C>        <C>        <C>         <C>
Net Revenue            $  68,210  $  66,518  $ 129,217   $135,203
Cost of Goods Sold        32,643     31,997     62,871     65,084
                       ---------  ---------  ---------   --------
Gross Margin              35,567     34,521     66,346     70,119
% of revenue               52.1%      51.9%      51.3%      51.9%
Expenses:
Research &
 Development              10,426      9,970     20,489     19,780
% of revenue                 15%        15%        16%        15%
Sales, Marketing,
 General and
 Administrative           11,671     12,343     22,762     24,474
% of revenue                 17%        19%        18%        18%
                       ---------  ---------  ---------   --------
Total Operating
 Expenses                 22,097     22,313     43,251     44,254
% of revenue                 32%        34%        33%        33%
Income from
 Operations               13,470     12,208     23,095     25,865
% of revenue                 20%        18%        18%        19%
Interest Expense             114        108        231        201
Other (Income)
 Expense                   (760)      (789)    (1,477)    (1,748)
                       ---------  ---------  ---------   --------
Income Before
 Income Taxes             14,116     12,889     24,341     27,412
% of revenue                 21%        19%        19%        20%
Provision for
Income Taxes               3,811      3,455      6,572      7,812
Effective Tax Rate           27%        27%        27%        28%
                       ---------  ---------  ---------   --------
Net Income             $  10,305  $   9,434  $  17,769   $ 19,600
% of revenue                 15%        14%        14%        14%
                       =========  =========  =========   ========
Basic Earnings per
 Common Share          $    0.28  $    0.26  $    0.48   $   0.54
                       =========  =========  =========   ========
Shares used in basic
 per share calculation    36,773     36,660     36,733     36,554
                       =========  =========  =========   ========

Diluted Earnings per
 Common Share          $    0.27  $    0.25  $    0.46   $   0.51
                       =========  =========  =========   ========
Shares used in diluted
 per share calculation    38,881     38,505     38,579     38,434
                        ========   ========  =========   ========


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

<PAGE>  3


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

<TABLE>
<CAPTION>

                                          Jul. 3,    Dec. 31,
                                            1999        1998
                                        -----------  ---------
<S>                                    <C>             <C>
                                        (Unaudited)
ASSETS
Current Assets
 Cash and Cash Equivalents              $    91,123   $  72,427
 Short-Term Investments                      24,481       3,620
 Trade Receivables                           60,634      54,677
 Inventories                                 51,455      52,296
 Deferred Income Taxes                        6,607       6,447
 Other                                        9,942       9,960
                                        -----------   ---------
Total Current Assets                        244,242     199,427

Long-Term Investments                        15,924      44,209
Land, Buildings and Equipment
 Land                                         5,128       5,145
 Buildings and Improvements                  32,158      28,214
 Equipment                                  169,765     167,596
                                        -----------   ---------
                                            207,051     200,955
 Less Accumulated Depreciation            (114,894)   (108,791)
                                        -----------   ---------
                                             92,157      92,164
Other Assets                                  2,727       2,891
                                        -----------   ---------
                                        $   355,050   $ 338,691
                                        ===========   =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Notes Payable                          $    16,200   $  17,289
 Accounts Payable                            15,551      16,179
 Accrued Expenses                             3,969       3,649
 Accrued Employee Compensation and
  Payroll Taxes                               6,544       6,056
 Deferred Profit from Distributors            8,729       8,790
 Income Taxes Payable                         5,821       4,857
 Current Portion of Long-Term Debt            1,138       1,235
                                         ----------   ---------
 Total Current Liabilities                   57,952      58,055

Long-Term Debt                                2,178       2,921
Deferred Income Taxes                         3,865       3,547
Other Long-Term Liabilities                     587         655
Stockholders' Equity
 Preferred Stock                                  -           -
 Common Stock                                   390         386
 Additional Paid-In Capital                 106,095     100,212
 Retained Earnings                          203,056     185,295
 Accumulated Other Comprehensive
  Income                                      1,434       2,739
 Treasury Stock                            (20,507)    (15,119)
                                         ----------   ---------
                                            290,468     273,513
                                         ----------   ---------
                                         $  355,050   $ 338,691
                                         ==========   =========

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

<PAGE> 4



              BURR-BROWN CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                     (In thousands of dollars)

<TABLE>
<CAPTION>

                                            Six Months Ended
                                          Jul. 3,      Jul. 4,
                                            1999         1998
                                          --------     --------
<S>                                       <C>          <C>
OPERATING ACTIVITIES:
Net Income                                $ 17,769     $ 19,600
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating
Activities:
 Depreciation and Amortization               9,167        7,965
 Benefit from Deferred Income Taxes             23          141
 Increase (Decrease) in Deferred Profit
  from Distributors                           (61)          653
 Other                                         306        (116)

Changes in Operating Assets and
Liabilities:
 (Increase) Decrease in Trade Receivables  (7,382)      (6,844)
 (Increase) Decrease in Inventories            524          495
 (Increase) Decrease in Other Assets         (349)      (3,702)
 Increase (Decrease) in Accounts Payable      (66)        1,308
 Increase (Decrease) in Accrued Expenses
  and Other Liabilities                      3,527      (4,567)
                                          --------     --------

Net Cash Provided By Operating Activities   23,458       14,933

INVESTING ACTIVITIES:
Purchases of Investments                   (4,238)      (8,596)
Maturities of Investments                   11,779       27,169
Purchases of Land, Buildings and
 Equipment                                 (9,943)     (12,430)
Proceeds from Sale of Equipment                 13          138
                                          --------     --------

Net Cash (Used in) Provided by Investing
 Activities                                (2,389)        6,281

FINANCING ACTIVITIES:
Proceeds from Short-Term and Long-Term
 Borrowings                                               5,606
Payments on Short-Term and Long-Term
 Borrowings                                  (651)        (308)
Proceeds from (Payments for) Capital
 Stock Activity, Net                         (804)        3,534
                                          --------     --------

Net Cash (Used In) Provided By Financing
 Activities                                (1,455)        8,832

Effect of Exchange Rate Changes              (918)        (111)
                                          --------     --------

Increase in Cash and Cash Equivalents       18,696       29,935

Cash and Cash Equivalents at Beginning of
 Year                                       72,427       54,284
                                          --------     --------

Cash and Cash Equivalents at End of Six
 Months                                   $ 91,123     $ 84,219
                                          ========     ========

<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 three and six months  ended
July 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 July 3, 1999 and July 4, 1998.

<TABLE>
<CAPTION>

                                     Jul. 3,         Jul. 4,
                                       1999            1998
                                  ------------      ----------
<S>                               <C>                <C>
Weighted average common shares
 outstanding                            36,773          36,660
Dilutive effect of stock options
 outstanding using the Treasury
 Treasury Stock Method                   2,108           1,845
                                  ------------      ----------

Shares used in computed Diluted
 Earnings Per Share                     38,881          38,505
                                  ============      ==========
</TABLE>

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

<TABLE>
<CAPTION>

                                     Jul. 3,         Jul. 4,
                                       1999            1998
                                  ------------      ----------
<S>                               <C>                <C>
Weighted average common shares
 outstanding                            36,733          36,554
Dilutive effect of stock options
 outstanding using the Treasury
 Stock Method                            1,846           1,880
                                  ------------      ----------

Shares used in computed Diluted
 Earnings Per Share                     38,579          38,434
                                  ============      ==========
</TABLE>


3.  COMPREHENSIVE INCOME
------------------------

The  components of comprehensive income, net of related tax,  for
the  three  months ended July 3, 1999 and July  4,  1998  are  as
follows:

<TABLE>
<CAPTION>

                                  Jul. 3,          Jul. 4,
                                    1999             1998
                               -----------       ----------
<S>                           <C>                 <C>
Net Income                    $     10,305       $    9,434
Unrealized loss on cash flow
 hedges                              (254)                -
Unrealized loss on
 investments                          (66)             (49)
Foreign currency translation
 adjustment                          (255)            (228)
                              ------------       ----------
Comprehensive income          $      9,730       $    9,157
                              ============       ==========
</TABLE>

<PAGE> 6



The  components of comprehensive income, net of related tax,  for
the  six  months  ended July 3, 1999 and  July  4,  1998  are  as
follows:

<TABLE>
<CAPTION>

                                  Jul. 3,          Jul. 4,
                                    1999             1998
                               -----------       ----------
<S>                            <C>               <C>
Net Income                     $    17,769       $   19,600
Unrealized gain on cash flow
 hedges                                144                -
Unrealized loss on
 investments                          (77)            (132)
Foreign currency translation
 adjustment                        (1,372)            (821)
                              ------------       ----------
Comprehensive income          $     16,464       $   18,647
                              ============       ==========
</TABLE>

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

<TABLE>
<CAPTION>

                                   Jul. 3,        Dec.31,
                                     1999           1998
                               -----------       ----------
<S>                           <C>                <C>
Unrealized loss on cash flow
 hedges                       $        (7)       $    (151)
Unrealized gain on
 investments                            88              165
Foreign currency translation
 adjustment                          1,353            2,725
                              ------------       ----------
Accumulated other
 comprehensive income         $      1,434       $    2,739
                              ============       ==========
</TABLE>


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

<TABLE>
<CAPTION>

Inventories consist of the following:

                                 Jul. 3,          Dec.31,
                                   1999             1998
                              ------------      ---------
       <S>                    <C>                 <C>
       Raw Material           $      7,191      $   8,762
       Work-in-Process              29,830         25,718
       Finished Goods               14,434         17,816
                              ------------      ---------
                              $     51,455      $  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 for the three and six months ended  July  3,
1999 and July 4, 1998 is as follows:

<TABLE>
<CAPTION>

                           Three Months Ended    Six Months Ended
                            Jul. 3,    Jul. 4,    Jul. 3,   Jul. 4,
                              1999       1998       1999      1998
                           -------     -------    --------  -------
<S>                        <C>         <C>        <C>       <C>
Net Revenue:
North American  Operations:
 Unaffiliated customers    $30,022    $22,320   $ 53,344   $48,140
 Foreign unaffiliated
  customers                 10,328     11,041     21,969    21,526
Consolidated
 subsidiaries               15,463     17,970     32,303    37,000
                           -------    -------   --------   -------
                            55,813     51,331    107,616   106,666
European Operations:
 Unaffiliated customers      8,152      9,924    16,120     20,545
 Consolidated
  subsidiaries                   -      3,009         -      4,612
                           -------    -------  --------    -------
                             8,152     12,933    16,120     25,157

Far Eastern Operations:
 Unaffiliated customers     19,698     23,234    37,773     44,992
 Consolidated
  subsidiaries               6,190      2,424    10,441      4,696
                           -------    -------  --------    -------
                            25,888     25,658    48,214     49,688
 Eliminations             (21,643)   (23,404)  (42,733)   (46,308)
                          --------  --------   --------   --------
                          $ 68,210  $ 66,518   $129,217   $135,203
                          ========  ========   ========   ========
</TABLE>


<PAGE> 7

<TABLE>
<CAPTION>

                          Three Months Ended    Six Months Ended
                           Jul. 3,    Jul. 4,    Jul. 3,   Jul. 4,
                             1999       1998       1999      1998
                           -------   --------    --------  --------
<S>                        <C>       <C>         <C>       <C>
Income (Loss) Before Income Taxes:
 North American
  Operations               $ 19,030  $  7,838    $ 28,112   $ 18,602
 European Operations            545     1,552       1,015      1,942
 Far Eastern Operations       3,492     2,787       4,032      6,816
 Eliminations - primarily
  United States             (8,951)       712     (8,818)         52
                           --------  --------    --------   --------
                           $ 14,116  $ 12,889    $ 24,341   $ 27,412
                           ========  ========    ========   ========



                           Jul. 3,     Jul. 4,
Identifiable Assets:         1999        1998
                          --------   --------
<S>                       <C>        <C>
North American
 Operations               $317,547   $283,634
European Operations         15,492     28,083
Far Eastern Operation s     44,846     44,993
Eliminations              (22,835)   (34,424)
                          --------   --------
                          $355,050   $322,286
                          ========   ========
</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 July 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 $16,618 and hedged
anticipated Japanese Yen denominated sales transactions.  At July
3, 1999, the Company's fair value hedges consisted of forward
contracts.  These contracts had a notional value of $2,877 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 three and six
months ended July 3, 1999.   The loss deferred as other
comprehensive income on cash flow hedges amounted to $7 net of
the deferred tax effect of $4.  Such amounts will be reflected in
the Company's income statements between July and December 1999 as
the forecasted transactions occur.  Gains on fair value hedges
were reflected in other (income) expense, and were immaterial to
the three and six months ended July 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 July 3, 1999:

Foreign Currency Contracts-Japanese Yen

Foreign Currency Contracts      Notional          Fair Value
------------------------------------------------------------
Forward contracts               $ 12,624          $       83
Purchased option contracts         6,871                   -
                                 ---------------------------
                                $ 19,495          $       83
                                ========           =========

<PAGE> 8

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 and six  months ended
July 4, 1998.


             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 second quarter of 1999 was $10.3 million  or
$.27  per  diluted share.  This compares to net  income  of  $7.5
million  or $.20 per diluted share for the preceding quarter  and
to  net income of $9.4 million or $.25 per diluted share for  the
same quarter of 1998. Net income for the first six months of 1999
was  $17.8  million or $.46 per diluted share. This  compares  to
$19.6  million or $.51 per diluted share for the same  period  in
1998.  Bookings  for  the  second  quarter of 1999  increased
approximately 41% over the prior quarter.

Second quarter revenue of $68.2 million was 11.8% higher than the
preceding  quarter  and 2.5% higher than the  second  quarter  of
1998.  Revenue  for all product lines increased relative  to  the
first   quarter   of   1999,  with  the  products   serving   the
communications market showing the fastest growth rate  of  32.5%.
For  the  first  six  months of 1999, revenue at  $129.2  million
decreased 4.4% over the same period last year.

Relative  to  the first quarter of 1999, sales increased  in  all
regions of the world.  The North American region experienced  the
largest  increase in dollar terms, approximately $4  million,  or
7.7%.  The  Japan  and Southeast Asia regions were  also  strong,
showing   increases of  approximately $3.6 million, or  16%.  For
the  first six months of 1999, revenue increased slightly in  the
North  American  region, while declining in Europe  and  the  Far
East.

Gross margin for the quarter was 52.1% of revenue.  This compares
to  gross margin of 50.5% of revenue in the first quarter of 1999
and  51.9%  of  revenue  in the second  quarter  of  1998.   Like
product,  like  volume  pricing, as has  been  typical,  remained
stable  during the quarter. This is consistent with the Company's
strategy  to  offer  high  performance analog  and  mixed  signal
integrated  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. For the  first  six
months  of  1999, gross margin was 51.3% of revenue, compared  to
51.9% of revenue for the same period last year.

Total  operating expenses at $22.1 million were up $943,000  from
the  first  quarter of 1999, but down  $216,000 from  the  second
quarter of 1998.  Sales, Marketing and General & Administrative
(SMG&A) expenses of $11.7 million for the  quarter was up $580,000,
sequentially, but down  $672,000 from the second quarter  of  1998.
Research and Development (R&D)  expenses  at 15.3% of revenue
were lower in percentage terms when compared to the  first  quarter
of  1999, but higher in  absolute  terms  by $363,000.  R&D  spending
as compared to the same quarter  a  year ago, is up both in absolute
terms, $456,000 and percentage terms, from  15.0%  to  15.3%. For the
first six months of  1999,  SMG&A spending was down $1.7 million while
R&D spending was up $709,000 as  compared  to  the same period in 1998.
It  is  the  Company's intention to target investment in R&D at
approximately 15% to 16% of  revenue  and to maintain SMG&A at less
than 18% 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.

Second  quarter  operating income of $13.5 million  or  19.7%  of
revenue increased by 39.9% over the first quarter of 1999.   This
increase  was driven both by higher revenues and higher  margins.
Operating income as a percentage of revenue increased from  18.4%
in  the second quarter of 1998 to 19.7% in the second quarter  of
1999.  This  was due to lower functional expenses and  to  higher
margins  in the second quarter of 1999. For the first six  months
of  1999 operating income decreased 10.7%, on a  revenue decrease
of 4.4% as compared to the same period in 1998.

<PAGE>  9

Other  income was essentially flat relative to the first  quarter
of  1999 and the second quarter of 1998.  The effective tax  rate
for 1999 is expected 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.  For  the first six months of  1999,  other  income
decreased  by $271,000, while the tax rate decreased  to  27%  as
compared to the same period in 1998.

As  compared to the first quarter of 1999 net income was up 38.1%
on  a 11.8% increase in revenue. Net income and revenue, relative
to   the  second  quarter  of  1998,  were  up  9.2%  and   2.5%,
respectively.  Year to date for 1999, net income  decreased  $1.8
million  or 9.3% as compared to the same period for 1998.  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 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 July 3,
1999 remains very sound. Despite approximately $10 million in
capital spending for the year through July 3, 1999, cash, cash
equivalents, and investments were $131.5 million at quarter end,
an increase of $11.3 million or 9.4% during 1999.

Inventories decreased by $.8 million or 1.6% during 1999 to $51.5
million at July 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 by achieving reduced
cycle times.

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 2.4 for 1999, improved from 2.3
turns in the fourth quarter of 1998.  The Company's 1999
objective is to improve this to over 3.

During 1999, net accounts receivable increased $6.0 million
relative to the end of 1998.  Days sales outstanding (DSO)
increased to 81 days at July 3, 1999 from 79 days at December 31,
1998. The increase in DSO reflected non-linearity in monthly
shipments during the year. DSO is planned to improve in the
second half of 1999 due to increased use of distribution,
improved shipment linearity, and more aggressive collection
activity.

Capital expenditures totaled $5.1 million for the second quarter
1999, essentially flat relative to the first quarter of 1999.
Backend capacity expansion for increased unit volume, next
generation technology development, and modernization and
standardization of manufacturing equipment were the primary uses
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 July 3, 1999, total debt was $19.5 million of which $3.3
million was term debt. This represented a $1.9 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 $16.2 million or
39.2% was utilized. The current ratio improved to 4.21 at July 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
second 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 July 3,
1999, the Company has purchased 415,000 shares, 10,000 of which
were purchased in the second quarter of 1999. Stockholders'
equity increased by $17.0 million from December 31, 1998 and
$14.2  million from the first quarter of 1999.

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 six months of 1998, the effect of
foreign exchange rate changes had an approximate 7.8% favorable
impact on 1999 year to date revenue.(See also "Business
Outlook-Market Risks")

<PAGE>  10

The impact of inflation on the Company's financial position and
results of operations has not been significant during the six
month period ended July 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



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 complete.  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 and assessment of non-
IT   infrastructure.   Non-IT  infrastructure  includes  physical
fabrication  and  test facilities and equipment  for  production.
Burr-Brown's  manufacturing processes are highly  automated.  The
preliminary inventory has identified assembly and test  equipment
that contains embedded proprietary software or is integrated into
PC  software databases that needed 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.

<PAGE>  11

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
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  testing
by  the  third quarter of 1999, its contingency planning  by  the
fourth  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 $15.5 million on information system replacement.
The committee currently anticipates spending between $0.2 - $1.2
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 and video
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 and video 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, application specific products which target specific needs
of very high growth market segments.

<PAGE>  12

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
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 July 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 July
3, 1999:

                         Fair Value     Weighted Yield
                         -----------------------------
Maturities from
 07/99 to 06/2000        $ 108,224,000           4.10%
Maturities after
 06/2000                    15,924,000           5.01%
------------------------------------------------------
        Total            $ 124,148,000           4.21%
                      ================================

It is the objective of the Company to concentrate investments in
tax advantaged securities to maximize after tax return.


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 July 3, 1999:

                         Notional       Average       Fair
                         Amount         Rate          Value
                      ----------------------------------------
Japanese Yen
 Forward Contracts    $12,624,000       119.51        $ 83,000
Japanese Yen
 Option Contracts       6,871,000       123.59              -
--------------------------------------------------------------
Total                 $19,495,000                     $ 83,000
                      ========================================


<PAGE>  13

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
and  subject to significant economic downturns at various  times.
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 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.

<PAGE> 14

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,
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.

<PAGE> 15


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


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
-----------------------------------------------------------------

a.   The Company's Annual Meeting of Shareholders was held April 23,
  1999. The total shares entitled to vote as of the record date were
  36,702,364, and 34,738,639 shares (94.6%) were voted at the
  meeting.

b.   The following Directors were elected to serve until the next
  Annual Meeting and until their successors are duly elected and
  qualified. The shares voted for and withheld from voting for such
  Directors were as follows:

   NOMINEE                   FOR                      WITHHELD
   -----------------------------------------------------------
   Thomas R. Brown, Jr.      34,700,927               37,712
   Syrus P. Madavi           34,693,487               45,152
   John S. Anderegg, Jr.     34,701,134               37,505
   Francis J. Aguilar        34,691,281               47,358
   Marcelo A. Gumucio        34,703,988               34,651



c.The shareholders also approved the selection of Ernst & Young
  LLP as independent auditors for the Company for the ensuing
  fiscal year.  Voting on this resolution were 34,718,338 shares
  for, 13,911 shares against, and 6,390 shares not voted.



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  July 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: August 17, 1999


<PAGE>  16