ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


                                                         Exhibit 10
                     BURR-BROWN CORPORATION
                   1993 STOCK INCENTIVE PLAN

        (As Amended and Restated through March 4, 1997)


PREAMBLE

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

                            ARTICLE ONE

                              GENERAL

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

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

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

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

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


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

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

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

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

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



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


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

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

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

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

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

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

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

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

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

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

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

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

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

          3.   Structure of the Plan.

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

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

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

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

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

          4.   Administration.

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

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

          5.   Option Grants and Stock Issuances.

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

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

               -    non-employee Board members; and,

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

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

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

          6.   Stock.

          6.1  Stock Available.  The Stock to be issued under this
Plan  may be either authorized but unissued shares or shares issued
and thereafter reacquired by the Company.  The aggregate number  of
shares of Stock which may be issued pursuant to this Plan shall not
exceed  at  any time 2,616,960 shares,* subject to adjustment  from
time  to  time as provided in paragraph 6.3 below.  Such authorized
share  reserve  is  comprised of (i) the  number  of  shares  which
remained available for issuance under the Original Plan as  of  the
Effective  Date,  including the shares  of  Stock  subject  to  the
outstanding options under the Original Plan incorporated into  this
Plan  and  any  other  shares which would have been  available  for
future  option  grant  under the Original  Plan  (estimated  to  be
716,960  shares in the aggregate), plus (ii) an additional increase
of  900,000 shares of Stock previously authorized by the Board  and
approved  by the Company's stockholders prior to the Plan Effective
Date,  plus (iii) a subsequent increase of 500,000 shares of  Stock
authorized  by the Board on February 16, 1996 and approved  by  the
Company's stockholders at the 1996 Annual Meeting held on April 26,
1996  plus (iv) an additional increase of 500,000 shares  of  Stock
authorized by the Board as of March 4, 1997, subject to stockholder
approval at the 1997 Annual Meeting.  All issuances of Stock  under
the Plan, including any shares of Stock issued upon the exercise of
options  incorporated into the Plan from the Original  Plan,  shall
reduce  on  a  one-for-one  basis the number  of  shares  of  Stock
available  for  subsequent issuance under  the  Plan.   Should  any
Option  or  any portion thereof be terminated or canceled  for  any
reason  without  being exercised or surrendered in accordance  with
Section  4 of Article Two or Section 3 of Article Four, the  shares
subject  to  the  portion  of  the  Option  not  so  exercised   or
surrendered  shall  be available for subsequent  Option  grants  or
Stock  issuances  under  this Plan.  In addition,  unvested  shares
issued  under the Plan and subsequently repurchased by the Company,
at the original exercise or issue price paid per share, pursuant to
the  Company's repurchase rights under the Plan shall be added back
to the number of shares of Common Stock reserved for issuance under
the  Plan and shall accordingly be available for reissuance through
one  or  more  subsequent option grants or direct  stock  issuances
under  the  Plan.  However, shares subject to an Option or  portion
thereof  surrendered in accordance with Section 4  of  Article  Two
shall  not  be  available  for subsequent Option  grants  or  Stock
issuances  under  the Plan.  If the Option price  for  any  Options
granted  under  the Plan is paid with shares of  Stock  or  if  any
shares  of Stock otherwise issuable under the Plan are withheld  by
the  Company  in  satisfaction of the  income  and  employment  tax
liability   incurred   in  connection  with   any   Optionee's   or
Participant's  acquisition of Stock hereunder, then the  number  of
shares  of Stock available for subsequent issuance shall be reduced
by  the gross number of shares for which the Option is exercised or
in which the Participant vests, and not by the net number of shares
actually issued to the Optionee or the Participant.

          6.2   In no event may the aggregate number of shares  of
Stock for which any one individual participating in the Plan may be
granted Options and direct Stock issuances exceed 900,000 shares in
the  aggregate  over the term of the Plan.  For  purposes  of  such
limitation, no Option grants or direct Stock issuances  made  prior
to January 1, 1994 shall be taken into account.


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

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

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

          7.   Effective Date and Term of Plan.

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

         7.2  Amendment.  The Plan was amended and restated by the Board,
effective February 16, 1996 (the "February 1996 Restatement") to
increase the maximum number of shares of Stock authorized for
issuance over the term of the Plan by an additional 500,000 shares
to 2,116,959 shares.  Stockholders approved the February 1996
Restatement at the 1996 Annual Meeting held on April 26, 1996.  On
March 4, 1997, the Board restated the Plan to (i) increase the
maximum number of shares of Stock authorized for issuance over the
term of the Plan by an additional 500,000 share, (ii) reduce the
number of shares of Stock for which an Option grant is to be made
under the Automatic Option Grant Program to each non-employee Board
member when he or she first joins the Board from 15,000 shares to
8,000 shares, (iii) amend the provisions of the Automatic Option
Grant Program so that each non-employee Board member shall become
eligible to receive a series of annual Option grants, each for
2,667 shares of Stock, over his or her period of continued Board
service, with the first such annual grant for each individual
serving as a non-employee Board member on March 4, 1997 to be made
on the date of the Annual Stockholders Meeting held in the calendar
year in which the final installment of his or her initial 15,000-
share Option grant under the Automatic Option Grant Program becomes
vested, and with the first such annual grant for each individual
who first joins the Board after March 4, 1997 to be made on the
date of the Annual Stockholders Meeting held in the calendar year
in which the third annual installment of his or her initial 8,000-
share Option grant under the Automatic Option Grant Program becomes
vested, (iv) modify the vesting acceleration provisions of the
Automatic Option Grant Program so that no Options granted under
that program after March 4, 1997 shall vest on an accelerated basis
upon the Optionee's death or permanent disability, (v) allow any
unvested shares issued under the Plan and subsequently repurchased
by the Company at the option exercise price or issue price paid per
share to be reissued under the Plan, (vi) remove certain
restrictions on the eligibility of non-employee Board members to
serve on the Primary Committee and (vii) effect a series of
additional changes to the provisions of the Plan (including the
stockholder approval requirements) in order to take advantage of
the recent amendments to Rule 16b-3 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") which exempts certain
officer and director transactions under the Plan from the short-
swing liability provisions of the federal securities laws.  The
March 4, 1997 restatement is subject to stockholder approval at the
1997 Annual Meeting and shall not become effective unless such
stockholder approval is obtained.  Should such stockholder approval
not be obtained, the Plan shall continue in full force and effect
in accordance with the terms and provisions in effect under the
Plan immediately prior to the March 4, 1997 restatement, and Option
grants and Stock issuances may continue to be made under the Plan
until the existing share reserve under the Plan is issued.  All
option grants made under the Plan prior to the March 4, 1997
restatement shall remain outstanding in accordance with the terms
and conditions of the respective instruments evidencing those
options, and nothing in the March 4, 1997 restatement shall be
deemed to modify or in any way affect those outstanding options.

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

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

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

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

                          ARTICLE TWO

               DISCRETIONARY OPTION GRANT PROGRAM


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

          1.1  Option Price.

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

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

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

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

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

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

                     1.1.2.5    Such other lawful consideration  as
the Committee shall determine.

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

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

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

          1.5  Termination of Service.

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

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

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


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

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

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

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

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

          2.   Corporate Transactions/Changes in Control.

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

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


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

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

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

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

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

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

          4.   Surrender of Options for Cash or Stock.

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

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

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


                         ARTICLE THREE

                     STOCK ISSUANCE PROGRAM


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

           1.1  Consideration.

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

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

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

          1.2  Vesting Provisions.

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

                 (i) the Service period to be completed by the
     Participant or the performance objectives to be  achieved
     by the Company,
     
                (ii)  the number of installments in which  the
     shares are to vest,
     
               (iii) the interval or intervals (if any)  which
     are to lapse between installments, and
     
                (iv)  the  effect which death,  disability  or
     other  event designated by the Committee is to have  upon
     the vesting schedule,
     

shall  be  determined  by the Committee and incorporated  into  the
Issuance  Agreement executed by the Company and the Participant  at
the time such unvested shares are issued.


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

          1.4  Termination of Service.

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

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

           2.   Corporate Transactions/Changes in Control.

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

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

           3.   Transfer Restrictions/Share Escrow.

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

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

                                
                                 
                           ARTICLE FOUR
                  AUTOMATIC OPTION GRANT PROGRAM
          1.   Eligibility.

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

          2.   Terms and Conditions of Automatic Option Grants.

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

                2.1.1      Each  individual who was serving  as  an
Eligible  Director  on  the  date of the 1994  Annual  Stockholders
Meeting  was  automatically granted, on such date,  a  Nonstatutory
Option  to  purchase  15,000 shares of Stock  upon  the  terms  and
conditions of this Article Four.

                2.1.2      Each  individual  who  first  became  an
Eligible  Director on or after the date of the 1994 Annual  Meeting
and before March 4, 1997, whether through election by the Company's
stockholders   or  appointment  by  the  Board,  was  automatically
granted,  at  the time of such initial election or  appointment,  a
Nonstatutory  Option to purchase 15,000 shares of  Stock  upon  the
terms and conditions of this Article Four.

                2.1.3      Each  individual who  first  becomes  an
Eligible  Director  on  or  after March 4,  1997,  whether  through
election by the Company's stockholders or appointment by the Board,
shall  automatically  be  granted, at  the  time  of  such  initial
election  or  appointment, a Nonstatutory Option to purchase  8,000
shares  of  Stock* upon the terms and conditions  of  this  Article
Four.

                2.1.4      An Eligible Director serving as  a  non-
employee  Board  member  on March 4, 1997  shall,  at  each  Annual
Stockholders Meeting at which he or she is to continue to serve  as
a non-employee Board member, beginning with the Annual Stockholders
Meeting held in the calendar year in which the last installment  of
the  shares  of  Stock  subject to his or her initial  15,000-share
automatic  Option  grant  under paragraph  2.1.1  or  2.1.2  vests,
automatically  be  granted a Non-Statutory Option  to  purchase  an
additional 2,667 shares of Stock.**

                2.1.5     An Eligible Director who first joins  the
Board  as  a non-employee Board member at any time after  March  4,
1997 shall, at each Annual Stockholders Meeting at which he or  she
is  to  continue to serve as a non-employee Board member, beginning
with  the Annual Stockholders Meeting held in the calendar year  in
which  the third installment of the shares of Stock subject to  his
or  her  initial 8,000-share automatic Option grant under paragraph
2.1.3  vests,  automatically be granted a Non-Statutory  Option  to
purchase an additional 2,667 shares of Stock.**

                2.1.6     There shall be no limit on the number  of
such  2,667-share**  Option grants which any one Eligible  Director
may receive over his or her period of continued Board service.

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

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

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

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

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

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

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

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

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

          2.8  Termination of Board Service.

                2.8.1      Should the Optionee cease service  as  a
Board   member  for  any  reason  other  than  death  or  permanent
disability,  while holding any automatic Option  grant  under  this
Article  Four,  then  such individual shall have  a  six  (6)-month
period  following  the date of such cessation of Board  service  in
which  to exercise that Option for any or all of the option  shares
in  which  the Optionee is vested at the time of such cessation  of
Board service.

                2.8.2      Should the Optionee die while  in  Board
service  or within six (6) months after cessation of Board service,
then any automatic Option grant held by the Optionee at the time of
death  may subsequently be exercised, for any or all of the  option
shares  in which the Optionee is vested at the time of his  or  her
cessation  of  Board  service (less any option shares  subsequently
purchased  by  the  Optionee  prior  to  death),  by  the  personal
representative of the Optionee's estate or by the person or persons
to  whom the Option is transferred pursuant to the Optionee's  will
or  in  accordance with the laws of descent and distribution.   The
right  to exercise each such Option shall lapse upon the expiration
of  the  twelve  (12)-month period measured from the  date  of  the
Optionee's death.

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

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

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

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

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


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

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

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

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

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




                          ARTICLE FIVE

                         MISCELLANEOUS


          1.   Installment Payments, Loans and Guarantees of Loans.


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

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

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

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

          4.   Withholding.

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

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

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

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

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

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

          7.   Certain Outstanding Options.

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

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

          IN WITNESS WHEREOF, this March 4, 1997 Restatement of the
BURR-BROWN CORPORATION 1993 STOCK INCENTIVE PLAN is hereby declared
effective  and  is executed as of March 4, 1997 on  behalf  of  the
Company by its hereunto duly authorized officer.



                              BURR-BROWN CORPORATION



                              By:     SYRUS P. MADAVI
                                      Syrus P. Madavi

                              Title:  President & CEO