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

                            FORM 10-Q

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

             For the quarterly period ended April 1, 2000

                               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.

As of April 1, 2000, there were 56,036,556 Shares of Common Stock,
$0.01 par outstanding


                BURR-BROWN CORPORATION AND SUBSIDIARIES

                             INDEX

PART I.  FINANCIAL INFORMATION                            Page #

Item 1   Financial Statements (Unaudited)


           Consolidated Statements of Income, Three Months
           Ended April 1, 2000, and April 3,1999             3


           Consolidated Balance Sheets, April 1, 2000,and
           December 31, 1999                                 4

           Consolidated Statements of Cash Flows, Three
           Months Ended April 1, 2000, and April 3, 1999     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                                     12


PART II. OTHER INFORMATION

Item 6   Exhibits and Reports on Form 8-K                   13


SIGNATURES

         Signature Page                                     13



<PAGE> 2


PART I.    FINANCIAL INFORMATION



              BURR-BROWN CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
              (In thousands except per share amounts)

<TABLE>
<CAPTION>

                                           Three Months Ended

                                            Apr. 1,    Apr. 3,
                                               2000       1999
                                           --------    -------
<S>                                        <C>         <C>
Net Revenue                                $ 90,554    $61,007
Cost of Goods Sold                           40,760     30,228
                                           --------    -------
Gross Margin                                 49,794     30,779
% of revenue                                  55.0%      50.5%
Expenses:
Research & Development                       13,071     10,063
% of revenue                                    14%        16%
Sales, Marketing, General and
  Administrative                             12,830     11,091
% of revenue                                    14%        18%
                                           --------    -------
Total Operating Expenses                     25,901     21,154
% of revenue                                    29%        35%
Income from Operations                       23,893      9,625
% of revenue                                    26%        16%
Interest Expense                              1,227        117
Other (Income) Expense                      (3,387)      (717)
                                           --------    -------
Income Before Income Taxes                   26,053     10,225
% of revenue                                    29%        17%
Provision for Income Taxes                    7,556      2,761
Effective Tax Rate                              29%        27%
                                           --------    -------
Net Income                                 $ 18,497    $ 7,464
% of revenue                                    20%        12%
                                           ========    =======
Basic Earnings per Common Share            $   0.33    $  0.14
                                           ========    =======
Shares used in basic per share
  calculation                                55,816     55,038 (1)
                                           ========    =======
Diluted Earnings per Common Share          $   0.31    $  0.13
                                           ========    =======
Shares used in diluted per share
  calculation                                60,605     57,372 (1)
                                           ========    =======
<FN>
See Notes to Consolidated Financial Statements.

<FN>
(1) Common share information reflects a 3 for 2 stock split
effective December 1999.

</FN>
</TABLE>

<PAGE> 3

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

<TABLE>
<CAPTION>
                                          Apr. 1,    Dec. 31,
                                            2000        1999
                                        -----------  ---------
<S>                                     <C>          <C>
                                        (Unaudited)
ASSETS
Current Assets
  Cash and Cash Equivalents             $  399,448   $ 118,132
  Short-Term Investments                    31,671      45,189
  Trade Receivables                         67,585      66,068
  Inventories                               53,051      49,761
  Deferred Income Taxes                     10,340      10,073
  Other                                      9,110       9,133
                                        ----------   ---------
  Total Current Assets                     571,205     298,356


Land, Buildings and Equipment
  Land                                       5,206       5,210
  Buildings and Improvements                33,671      33,721
  Equipment                                184,111     179,628
                                        ----------   ---------
                                           222,988     218,559
  Less Accumulated Depreciation          (124,359)   (120,307)
                                        ----------   ---------
                                            98,629      98,252
Other Assets                                11,051       3,109
                                        -----------  ---------
                                        $   680,885  $ 399,717
                                        ===========  =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Notes Payable                         $    14,393  $  16,756
  Accounts Payable                           22,706     17,900
  Accrued Expenses                            5,556      4,229
  Accrued Employee Compensation and
    Payroll Taxes                             7,507      8,940
  Deferred Profit from Distributors          10,356     10,143
  Income Taxes Payable                       13,198      9,506
  Current Portion of Long-Term Debt           1,209      1,296
                                        -----------  ---------
  Total Current Liabilities                  74,925     68,770

Long-Term Debt                              251,720      2,053
Deferred Income Taxes                         5,092      4,995
Other Long-Term Liabilities                     656        681
Stockholders' Equity
  Preferred Stock                                -          -
  Common Stock                                  581        577
  Additional Paid-In Capital                116,414    108,865
  Retained Earnings                         249,491    230,995
  Accumulated Other Comprehensive Income      2,585      3,303
  Treasury Stock                           (20,579)   (20,522)
                                        -----------  ---------
                                            348,492    323,218
                                        -----------  ---------
                                        $   680,885  $ 399,717
                                        ===========  =========

<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>

                                           Three Months Ended
                                           Apr. 1,     Apr. 3,
                                             2000        1999
                                           --------     --------
<S>                                        <C>          <C>
OPERATING ACTIVITIES:
Net Income                                 $ 18,497     $  7,464
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
  Depreciation and Amortization               5,180        4,585
  Benefit from Deferred Income Taxes          (213)         (47)
  Increase (Decrease) in Deferred
   Profit from Distributors                     213      (1,623)
   Other                                         76          363
Changes in Operating Assets and Liabilities:
  (Increase) Decrease in Trade Receivables  (2,666)      (1,174)
  (Increase) Decrease in Inventories        (3,339)        1,086
  (Increase) Decrease in Other Assets       (1,219)        (837)
  Increase (Decrease) in Accounts Payable     5,030      (1,346)
  Increase (Decrease) in Accrued
   Expenses and Other Liabilities             7,936        2,190
                                           --------     --------
Net Cash Provided By Operating Activities    29,495       10,661

INVESTING ACTIVITIES:
Purchases of Investments                         -       (2,033)
Maturities of Investments                    13,537        3,552
Purchases of Land,Buildings and Equipment   (5,868)      (4,806)
                                           --------     --------
Net Cash Provided by (Used in) Investing
  Activities                                  7,669      (3,287)

FINANCING ACTIVITIES:
Proceeds from Short-Term and Long-Term
  Borrowings                                243,125           40
Payments on Short-Term and Long-Term
  Borrowings                                (2,175)        (299)
Proceeds from (Payments for) Capital
  Stock Activity, Net                         3,413      (3,992)
                                           --------     --------
Net Cash Provided By (Used In) Financing
  Activities                                244,363      (4,251)

Effect of Exchange Rate Changes               (211)        (912)
                                           --------     --------
Increase in Cash and Cash Equivalents       281,316        2,211

Cash and Cash Equivalents at Beginning
  of Year                                   118,132       72,427
                                           --------     --------
Cash and Cash Equivalents at End of
  Three Months                             $399,448     $ 74,638
                                           ========     ========

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

<PAGE> 5


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

1. BASIS OF PRESENTATION

The  consolidated financial statements included herein have  been
prepared by the Company, without audit, pursuant to the rules and
regulations  of  the Securities and Exchange Commission.  Certain
information   and  footnote  disclosures  normally  included   in
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  such  rules and regulations.   In  the  opinion  of
management,  all  adjustments  (consisting  of  normal  recurring
accruals) considered necessary for a fair presentation have  been
included.  Operating results for the quarter ended April 1, 2000,
are  not necessarily indicative of the results to be expected for
the  year  ending  December 31, 2000.  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, 1999, as filed with the  Securities
and Exchange Commission.

2. EARNINGS PER SHARE

The following table sets forth the shares used in the computation
of  basic  and  diluted earnings per share for the  three  months
ended  April 1, 2000 and April 3, 1999.  References to share  and
per  share  amounts have been restated to reflect a three-for-two
stock split declared December 2, 1999 and distributed on December
20,  1999,  to  shareholders  of record  on  December  10,  1999.
Fractional  shares were paid in cash to those stockholders  whose
shares on the record date were not evenly divisible by two.

<TABLE>
<CAPTION>
                                     Apr. 1,         Apr. 3,
                                       2000            1999
                                    ---------       --------
<S>                                 <C>             <C>
Weighted average common shares
  outstanding                          55,816         55,038
Dilutive effect of stock options
  outstanding using the Treasury
  Stock Method                          4,789          2,334
                                    ---------       --------
Shares used in computed Diluted
  Earnings Per Share                   60,605         57,372
                                    =========       ========


</TABLE>

3. DEBT

On February 24, 2000, the Company completed a private placement
pursuant to SEC Rule 144 of $250,000 of 4 1/4 % Convertible
Subordinated Notes due February 15, 2007 with semiannual interest
payable on February 15 and August 15 of each year commencing
August 15, 2000.  The Notes are convertible, at the option of the
holder, into the Company's common stock at any time after the
original purchase date, at a conversion price of $57.78 per
share, subject to adjustment in certain events.  The Company has
agreed to register the Notes and the common stock issuable upon
conversion of the Notes for sale by filing a registration
statement with the SEC within 90 days after the offering.  The
net proceeds of the offering were approximately $243,000 after
payment of placement discounts and expenses of the offering,
which will be amortized over the term of the Notes. The proceeds
have been invested primarily in interest bearing mutual
funds and reported as cash equivalents on our balance sheet.

4.  COMPREHENSIVE INCOME

The  components of comprehensive income, net of related tax,  for
the  three  months ended April 1, 2000 and April 3, 1999  are  as
follows:

<TABLE>
<CAPTION>
                                 Apr. 1,        Apr. 3,
                                   2000          1999
                                ---------       --------
<S>                             <C>             <C>
Net Income                      $  18,497       $  7,464
Unrealized (loss)/gain on cash
  flow hedges                       (125)            398
Unrealized gain/(loss) on
  investments                          15           (11)
Foreign currency translation
  adjustment                        (608)        (1,117)
                                ---------       --------
Comprehensive income            $  17,779       $  6,734
                                 ========       ========
</TABLE>

<PAGE> 6

The components of accumulated other comprehensive income, net  of
related tax, at April 1, 2000 and December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                  Apr. 1,      Dec. 31,
                                    2000          1999
                                ---------       ---------
<S>                             <C>             <C>
Unrealized (loss) on cash flow
  hedges                        $   (321)       $   (196)
Unrealized gain / (loss) on
  investments                          11             (4)
Foreign currency translation
  adjustment                        2,895           3,503
                                ---------       ---------
Accumulated other comprehensive
  income                        $   2,585       $   3,303
                                =========       =========

</TABLE>

5. INVENTORIES

<TABLE>
<CAPTION>

Inventories consist of the following:

                                  Apr. 1,     Dec. 31,
                                    2000         1999
                                ---------      --------
       <S>                      <C>            <C>
       Raw Materials            $   8,048      $  7,661
       Work-in-Process             32,556        30,543
       Finished Goods              12,447        11,557
                                ---------      --------
                                $  53,051      $ 49,761
                                 ========      ========

</TABLE>

6. TAX RATE

The effective tax rate for 2000 is estimated to be approximately
29%. 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.

7. BUSINESS SEGMENT DATA

The Company has three reportable segments: North American
(principally the United States), Far Eastern (principally Japan,
but including Singapore beginning in 1999) and European
(principally the United Kingdom, France, Germany, and Italy).
Each of these segments derives revenue from the sale of the full
array of the Company's product lines, although the Far Eastern
segment has a higher concentration of sales from certain mixed
signal products.

Segment information at and for the three months ended April 1,
2000 and April 3, 1999 is as follows:

<TABLE>
<CAPTION>
                                 Apr. 1,         Apr. 3,
                                   2000            1999
                                ---------       ---------
<S>                             <C>             <C>
Net Revenue:
 North American Operations:
  Unaffiliated customers        $  33,748       $  23,322
  Foreign unaffiliated
    customers                      18,066          11,641
  Consolidated subsidiaries        22,223          16,840
                                ---------       ---------
                                   74,037          51,803
 European Operations:
  Unaffiliated customers           11,344           7,969

 Far Eastern Operations:
  Unaffiliated customers           27,396          18,075
  Consolidated subsidiaries         7,236           4,251
                                ---------       ---------
                                   34,632          22,326

  Eliminations                   (29,459)        (21,091)
                                ---------       ---------
                                $  90,554       $  61,007
                                 ========       =========

<PAGE> 7

                                 Apr. 1,        Apr. 3,
                                   2000           1999
                                ---------      --------
<S>                             <C>            <C>
Income Before Income Taxes:
 North American Operations      $  19,133      $  9,083
 European Operations                1,053           470
 Far Eastern Operations             5,854           539
 Eliminations - primarily
   United States                       13           133
                                ---------      --------
                                $  26,053      $ 10,225
                                =========      ========

                                  Apr. 1,        Apr. 3,
                                    2000           1999
                                ---------      ---------
<S>                             <C>           <C>
Identifiable Assets:
 North American Operations      $ 629,437      $ 297,729
 European Operations               18,078         23,448
 Far Eastern Operations            56,606         45,453
 Eliminations                    (23,236)       (28,043)
                                ---------      ---------
                                $ 680,885      $ 338,587
                                 ========      =========

</TABLE>

8. FOREIGN CURRENCY CONTRACTS AND HEDGING ACTIVITIES

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

The Company adopted SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as of October 4, 1998, the
first day of its fourth fiscal quarter in 1998.   At April 1,
2000, 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 $18,938 and hedged
anticipated Japanese Yen denominated sales transactions.  The
Company assesses the effectiveness of its foreign currency
purchased option and forward contracts 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 in the three months ended April 1, 2000.   The
loss recorded as other comprehensive income on cash flow hedges
amounted to $321 net of the deferred tax effect of $197.  Such
amounts will be reflected in the Company's income statements
between April 2000 and September 2000 as the forecasted
transactions occur.  Gains on fair value hedges were reflected in
other (income) expense, and were immaterial in the three months
ended April 1, 2000.  No contracts were designated as fair value
hedges at April 1, 2000.  Gains on fair value and cash flow
hedges were immaterial to the three months ended April 3, 1999.

The following table presents the gross notional amounts of these
foreign currency contracts and their fair value (based on prices
or forward rates quoted by dealers) as of April 1, 2000:

Foreign Currency Contracts-Japanese Yen

Foreign Currency Contracts    Notional            Fair Value
------------------------------------------------------------
Forward contracts             $ 13,426            $   (422)
Purchased option contracts       5,512                   -
                                ----------------------------
                              $ 18,938            $   (422)
                                ======              ========


<PAGE> 8


             BURR-BROWN CORPORATION AND SUBSIDIARIES
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS


REVENUE.   First  quarter 2000  revenue was  $90.6 million,  the
highest  quarterly  revenue  in  our history, compared to  $61.0
million in  the first quarter  of 1999. This represents  a 48.4%
increase in revenue over the first  quarter of 1999 and a  7.6%
increase in  revenue over the  preceding fourth quarter of 1999.
This  marked  the third  consecutive  quarter that  the Company
achieved record revenue. Revenue for all product lines increased
relative to  the  first quarter of 1999.  Strongest  growth  was
achieved in  our  newer  Communications,  Audio  and  Video  and
Computer markets.  Revenue from Communications increased 48.5%
from the same period a year ago and 16.2% sequentially. Revenue
for the Audio and Video market increased 65.7% from the  same
period a year  ago and  11.4% sequentially. Revenue  from  the
Computing market increased 76.2% from the same period a  year
ago. The Company has experienced  broad-based demand  across all
its served markets and geographic regions.

GROSS  MARGIN.  Gross margin improved 150 basis points to 55%  in
the first quarter  of 2000 from  53.5%  in  the fourth quarter of
1999.  The gross margin percentage was 50.5% in the first quarter
of 1999.  This improvement was driven by the increase in revenues
discussed   above   combined   with  higher  factory utilization,
manufacturing cost  improvements and a  higher margin product mix
driven by   our  targeted  market  applications.  This  marks the
fourth consecutive  quarter in which  the Company  has  set a new
record for gross margin as a percent of sales.  It is the Company's
intent  to  increase its penetration of high volume, fast growing,
emerging  applications.  It  is the  Company's  goal  that  this
strategy, if successfully executed, will  increase  unit  volumes,
decrease aggregate average selling price and expand gross margins
due  to increased operating leverage.

RESEARCH AND DEVELOPMENT. Research and Development (R&D) expenses
of  14.4%  of revenue in the first quarter of 2000 were lower  in
percentage  terms  and higher in absolute dollars by $3.0 million
than the first quarter of 1999. The lower percentage is primarily
due to the  increased  revenues. The  Company's  strategy  is  to
continue to maintain a substantial level of R&D investment as the
primary  driver  of revenue growth while constraining  growth  in
Sales,  Marketing, General  &  Administrative  (SMG&A)  expenses.
Increases in R&D  spending are the result of technical hiring and
an increase in new product output.

SALES,  MARKETING,  GENERAL  &  ADMINISTRATIVE.   SMG&A  expenses
continue  to decline as a percentage of revenue.   SMG&A expenses
declined to 14.2% of revenue for the first  quarter  of 2000 from
14.8%  during the  fourth quarter  and 18.2% in the first quarter
of 1999.  The sequential increases  in  SMG&A in absolute dollars
is  due to  higher  sales related  costs and  increased  variable
compensation expense.


OPERATING  INCOME.   First  quarter operating  income  was  $23.9
million or 26.4% of revenue, an increase of 21% over the previous
quarter  and 148% higher than the first  quarter  of 1999.   This
increase  was due to higher  revenues, improved  gross margin and
modest increases in operating expenses.


OTHER  INCOME.   Other  income was $2.2  million  for  the  first
quarter  of  2000, an increase of 260% over the first quarter  of
1999.   This was due primarily to an increase  in interest income
from higher levels  of invested  cash and  equivalents.  Cash and
equivalents  increased  as a  result of  cash flow generated from
operations   and  net  interest  earned  on  the  proceeds   from
convertible notes that were issued during the quarter.

PROVISION FOR INCOME TAXES.  The effective tax rate for  2000  is
expected  to  be approximately 29%.  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. The effective tax rate increased  2
percentage  points  over 1999 due to the  expectation  of  higher
earnings in Japan and reduced foreign sales corporation benefits.

NET  INCOME.   Net income for the first quarter  of  2000  was  a
record  $18.5  million or 20.4% of revenue.  This  represents  an
increase  of 22% sequentially on a 7.6% increase in revenue  from
the  fourth quarter of 1999 and 148% on a 48% increase in revenue
above  the  same  quarter  a year ago.  This  marked  the  fourth
consecutive  quarter of record net income and the first  time  in
the  Company's  history  that  its net  income  exceeded  20%  of
revenue.  The  increase in net income was a result  of  increased
revenue,  a  higher margin product mix resulting in record  gross
margins, improved manufacturing efficiencies and continued  SMG&A
cost  containment. The diluted earnings per share for the quarter
were $.31 compared to $.13 for the first quarter of 1999 and $.26
in the preceding quarter.

<PAGE> 9

LIQUIDITY AND CAPITAL RESOURCES

  Our cash, cash equivalents  and investments increased by $267.8
million to $431.1 million as of April 1, 2000 from $163.3 million
at December 31, 1999. The increase was primarily from the proceeds
of a $250 million  convertible  note  issuance and free cash flow
from  operations.  The purpose  of the financing  was to increase
the  Company's  financial  flexibility as  it  pursues  strategic
purposes such as acquisitions and capacity expansions.

  Accounts receivable were $67.6 million at April 1, 2000, an
increase of $1.5 million from $66.1 million at December 31, 1999.
This small increase was a result of the higher levels of revenue.
Days sales outstanding decreased by 2 days to 69 days at April 1,
2000 from 71 days at December 31, 1999. This improvement was due
to increased shipment linearity and enhanced collection efforts.

  Inventories increased by $3.3 million, or 6.6%, to $53.1
million at April 1, 2000 from $49.8 million at December 31, 1999.
This increase is due primarily to steps performed by the Company
to insure a source of supply in this very strong demand
environment.  The increase is almost exclusively in products
procured from external wafer foundries in anticipation of higher
revenue in the remaining quarters of the year.     Inventory
turns in the first quarter of 2000 were approximately 3.1, up
from 2.4 in the same period in 1999.

  Net deferred tax assets were essentially flat at $5.2 million
at April 1, 2000, compared to $5.1 million at December 31, 1999.
Accounts payable and accrued expenses increased by $4.7 million,
or 15.1%, to $35.8 million at April 1, 2000 as compared to $31.1
million at December 31, 1999, due primarily to a higher level of
manufacturing activity. Deferred income remained essentially flat
as compared to December 31, 1999 reflecting stable distributor
inventories.

  Capital expenditures have totaled $5.9 million thus far for
2000.  Significant portions of the capital expenditures were for
test capacity expansion given recent unit volume increases.  We
expect to make approximately $30-35 million of additional capital
expenditures during the remainder of 2000.

  At April 1, 2000, total debt was $267.3 million, of which $252.9
million was term debt. This represents a $247.2  million  increase
in total debt  over 1999. Term debt  of $252.9 million is 94.6% of
total debt. On February 24, 2000, the Company issued $250  million
of convertible notes with a seven-year term, representing 93.5% of
total debt.  Debt issued in connection with our foreign operations
was  $2.9  million  and is 1.1%  of  total  debt,  and  represents
interest rate arbitrage in Japan. In  addition  credit  facilities
of   approximately  $42.8  million,  including  overdraft  credit
facilities  with  both  domestic and  international  banks,  were
available  to us at  April 1, 2000, of  which approximately $14.4
million, or 33.6%, was utilized, representing  5.4% of total debt.

  Our current ratio improved to 7.62 at April 1, 2000, from 4.34
at December 31, 1999. Current ratio improvement was primarily due
to  increases  in  cash  and   investments   resulting  from  the
convertible note  issuance and  free  cash  flow  generated  from
operations.  Our  debt-to-equity  ratio  increased  in  the first
quarter of 2000 to .77 from .06  at December 31, 1999 as a result
of the convertible note issuance.


  We believe that our existing liquid resources, expected cash
generated from operations and existing credit facilities will be
adequate to meet our operating and capital requirements and
obligations for at least the next 12 months, while also providing
the necessary funds to pursue strategic purposes such as
strategic acquisitions and major capacity expansions.


FORWARD-LOOKING STATEMENTS AND RISK FACTORS

  In addition to historical information, this Form 10-Q contains
statements relating to our future expectations. These statements
include certain projections of revenues, expense levels, R&D
investments and the results thereof, our ability to increase and
maintain favorable product mix and profit margins, and business
trends which are "forward-looking." The words "believe,"
"expect," "intend," "anticipate,"  "project" and similar
expressions identify forward-looking statements, which speak only
as of the date the statement was made. Such forward-looking
statements are within the meaning of that term in Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-
looking statements also include express or implied statements
with respect to the growth of the semiconductor market, the
growth of the communication, computing and consumer markets, the
introduction of new products, the ability to develop application
specific products with customers, the demand for analog and mixed
signal products, competitive advantages resulting from our pool
of experienced analog designers, the life cycle of our customers'
products, our ability to access working capital, our anticipated
capital expenditures, the success of cost reduction strategies,
the impact of foreign currency fluctuations, our product pricing
levels and the impact of litigation on our business. We do not
undertake to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.


<PAGE> 10


  Actual results may differ materially from projected results as
a result of certain risks and uncertainties. These risks and
uncertainties include, without limitation, those described in
Exhibit 99, "Risk Factors," to our Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, as well as those set
forth below and those detailed from time to time in our filings
with the SEC or other public announcements:

* fluctuations in manufacturing, assembly and test yields;

* the availability and pricing of wafer supplies;

* availability and utilization of manufacturing capacity;

* retention and recruitment of key management and technical
  personnel;

*  successful development and timely introduction of new
   products;

* demand for and market acceptance of new and existing
  products;

* product obsolescence;

* global and market conditions, including, without limitation,
  the cyclical nature of the semiconductor industry and the
  markets related to our and our customers' products;

* pricing pressures and other competitive factors;

* changes in product mix;

* our ability to develop and implement new technologies and to
  obtain protection of the related intellectual property;

* our labor relations and those of our customers and suppliers;

* our successful integration of potential acquisitions;

* risks related to our international business operations; and

* other risks and uncertainties.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

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

INTEREST RATE RISKS: The Company's interest rate risk primarily
relates to its investments and debt held at April 1, 2000.  The
Company's cash equivalents and short-term investments had a fair
value of $417.1 million with a weighted yield of 6.07%.  We held
no long-term investments at April 1, 2000.  It is the objective
of the Company to concentrate investments in tax advantaged
securities to maximize after tax return.

The Company's debt at April 1, 2000 was $267.3 million, of which
93.5% relates to a fixed rate debt obligation.  An increase in
interest rates would not significantly increase interest expense
due to the fixed nature of this obligation.


<PAGE> 11


FOREIGN CURRENCY RISKS: International markets account for a
majority of the Company's revenue. The resulting transactions
have exchange rate fluctuation risk associated with them. The
Company acts to minimize the impact of foreign currency exchange
rate transactions through natural hedges afforded by its
significant foreign operations and through the use of financial
hedges in the form of forward contracts and option contracts.
These contracts have historically been in three currencies,
Japanese Yen, British Pounds and German Marks, although such
contracts have been exclusively in Japanese Yen in 1998 and 1999
and  thus far in 2000. The following summarizes the foreign
currency forward and option contracts, which settle  between
April 2000 and September 2000, in effect at April 1, 2000:

                        Notional        Weighted      Fair
                        Amount          Ave. Rate     Value
                        ----------------------------------------
Japanese Yen Forward
  Contracts             $13,426,000     106.06        $(422,000)
Japanese Yen Option
  Contracts               5,512,000     108.87              ---
________________________________________________________________
     Total              $18,938,000                   $(422,000)
                        ========================================



<PAGE> 12




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.    Exhibits


      27.Financial Data Schedule.

b.   Reports on Form 8-K: The Company filed a Report on Form  8-K
     on February 25, 2000 relating to its private placement of $250
     million of 4 1/4 percent Convertible Subordinated Notes due 2007.



SIGNATURES

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

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

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


     Date:   May 16, 2000
             ------------

<PAGE> 13