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 October  2, 1999

                               or

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

                 Commission File Number 0-11438

                     BURR-BROWN CORPORATION
     (Exact name of registrant as specified in its charter)

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

                   6730 South Tucson Boulevard
                        Tucson, Arizona 85706
            (Address of principle executive offices)

                           (520) 746-1111
                      ---------------------------
                    (Registrant's telephone number)

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

                        Yes   X       No
                             ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, not including shares held in treasury.

As of October 2,1999,there were 36,983,650 shares of Common Stock,
                      $0.01 par outstanding

<PAGE> 1

            BURR-BROWN CORPORATION AND SUBSIDIARIES

                             INDEX

PART I.   FINANCIAL INFORMATION                          Page #
-------------------------------                          ------

Item 1  Financial Statements (Unaudited)

     Consolidated Statements of Income, Three and Nine
     Months Ended October 2, 1999, and October 3, 1998        3

     Consolidated Balance Sheets, October 2, 1999,
     and December 31, 1998                                    4

     Consolidated Statements of Cash Flows, Nine
     Months Ended October 2, 1999, and October 3, 1998        5

     Notes to Consolidated Financial Statements               6

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

Item 3  Quantitative and Qualitative Disclosure of
        Market Risk                                          13


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

Item 6  Exhibits and Reports on Form 8-K                     16


SIGNATURES
----------

        Signature Page                                       16


<PAGE> 2

PART I. FINANCIAL INFORMATION
-----------------------------

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

<TABLE>
<CAPTION>

                             Three Months Ended    Nine Months Ended

                              Oct. 2,   Oct. 3,   Oct. 2,    Oct. 3,
                                 1999      1998     1999       1998
                             --------   --------  --------   --------
<S>                          <C>        <C>       <C>        <C>
 Net Revenue                 $ 78,037   $61,164   $207,254   $196,367
 Cost of Goods Sold            36,680    29,661     99,552     94,745
                             --------   -------   --------   --------
 Gross Margin                 41,357     31,503    107,702    101,622
 % of revenue                   53.0%     51.5%      52.0%      51.8%
 Expenses:
 Research & Development        12,598     9,917     33,087     29,697
 % of revenue                     16%       16%        16%        15%
 Sales, Marketing, General
  and Administrative           11,951    12,234     34,713     36,708
 % of revenue                     15%       20%        17%        19%
                             --------   -------   --------    -------
 Total Operating Expenses      24,549    22,151     67,800     66,405
 % of revenue                     31%       36%        33%        34%
 Income from Operations        16,808     9,352     39,902     35,217
 % of revenue                     22%       15%        19%        18%
 Interest Expense                 112       101        343        302
 Other (Income) Expense         (835)   (1,267)    (2,313)    (3,015)
                             --------   -------   --------   --------
 Income Before Income Taxes    17,531    10,518     41,872     37,930
 % of revenue                     22%       17%        20%        19%
 Provision for Income Taxes     4,735     2,998     11,307     10,810
 Effective Tax Rate               27%       29%        27%        29%
                             --------   -------   --------   --------
 Net Income                  $ 12,796   $ 7,520   $ 30,565   $ 27,120
 % of revenue                     16%       12%        15%        14%
                             ========   =======   ========   ========

 Basic Earnings per Common
Share                       $   0.35    $  0.20   $   0.83   $   0.74
                             ========   =======   ========   ========
 Shares used in basic per
share calculation              36,926    36,757     36,797     36,622

                             ========   =======   ========   ========
 Diluted Earnings per
Common Share                 $   0.33   $  0.20   $   0.79   $   0.71
                             ========   =======   ========   ========
Shares used in diluted per
share calculation              39,257    38,034     38,839     38,327
                             ========   =======   ========   ========


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

<PAGE> 3

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

<TABLE>
<CAPTION>
                                           Oct. 2,   Dec. 31,
                                             1999       1998
                                          --------   ---------
                                        (Unaudited)
<S>                                     <C>          <C>
ASSETS
Current Assets
  Cash and Cash Equivalents              $ 102,493  $  72,427
  Short-Term Investments                    34,275      3,620
  Trade Receivables                         68,074     54,677
  Inventories                               52,277     52,296
  Deferred Income Taxes                      7,946      6,447
  Other                                      7,931      9,960
                                         ---------  ---------
  Total Current Assets                     272,996    199,427

Long-Term Investments                        6,816     44,209
Land, Buildings and Equipment
  Land                                       5,142      5,145
  Buildings and Improvements                32,873     28,214
  Equipment                                175,232    167,596
                                         ---------  ---------
                                           213,247    200,955
  Less Accumulated Depreciation          (119,744)  (108,791)
                                         ---------  ---------
                                            93,503     92,164
Other Assets                                 3,000      2,891
                                         ---------  ---------
                                         $ 376,315  $ 338,691
                                         =========  =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Notes Payable                         $  16,118  $  17,289
   Accounts Payable                         16,291     16,179
   Accrued Expenses                          4,618      3,649
   Accrued Employee Compensation and
    Payroll Taxes                            8,766      6,056
   Deferred Profit from Distributors         9,317      8,790
   Income Taxes Payable                      5,812      4,857
   Current Portion of Long-Term Debt         1,258      1,235
                                          --------  ---------
   Total Current Liabilities                62,180     58,055

Long-Term Debt                               2,183      2,921
Deferred Income Taxes                        5,892      3,547
Other Long-Term Liabilities                    606        655
Stockholders' Equity
   Preferred Stock                               -          -
   Common Stock                                391        386
   Additional Paid-In Capital              107,163    100,212
   Retained Earnings                       215,852    185,295
   Accumulated Other Comprehensive Income    2,569      2,739
   Treasury Stock                         (20,521)   (15,119)
                                         ---------  ---------
                                           305,454    273,513
                                         ---------  ---------
                                         $ 376,315  $ 338,691
                                         =========   =========
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE> 4


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

<TABLE>
<CAPTION>
                                            Nine Months Ended
                                            Oct. 2,     Oct. 3,
                                               1999        1998
                                            -------    --------
<S>                                         <C>         <C>
OPERATING ACTIVITIES:
Net Income                                 $ 30,565     $ 27,120
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
 Depreciation and Amortization               13,904       12,322
 Provision for (Benefit from) Deferred
  Income Taxes                                  830         (69)
 Increase (Decrease) in Deferred Profit
  from Distributors                             527           31
 Other                                          246          452

Changes in Operating Assets and Liabilities:
 (Increase) Decrease in Trade Receivables  (12,088)     (1,294)
 (Increase) Decrease in Inventories             204     (3,155)
 (Increase) Decrease in Other Assets          1,780     (3,071)
 Increase (Decrease) in Accounts Payable      (140)     (1,574)
 Increase (Decrease) in Accrued Expenses
  and Other Liabilities                       6,462     (2,141)
                                           --------    --------

Net Cash Provided By Operating Activities    42,290      28,621

INVESTING ACTIVITIES:
Purchases of Investments                    (9,612)    (14,064)
Maturities of Investments                    16,404      36,754
Purchases of Land, Buildings and
 Equipment                                 (15,095)    (19,907)
Proceeds from Sale of Equipment                  15         157
                                           --------    --------

Net Cash (Used in) Provided by Investing
 Activities                                 (8,288)       2,940

FINANCING ACTIVITIES:
Proceeds from Short-Term and Long-Term
 Borrowings                                       -       4,865
Payments on Short-Term and Long-Term
 Borrowings                                 (3,069)       (462)
Proceeds from (Payments for) Capital
 Stock Activity, Net                          (349)       3,969
                                           --------    --------

Net Cash (Used in) Provided By Financing
 Activities                                 (3,418)       8,372

Effect of Exchange Rate Changes               (518)          50
                                           --------    --------

Increase in Cash and Cash Equivalents        30,066      39,983

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

Cash and Cash Equivalents at End of Nine
 Months                                    $102,493    $ 94,267
                                           ========    ========
<FN>
See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE> 5

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

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

The  consolidated financial statements included herein have  been
prepared by the Company, without audit, pursuant to the rules and
regulations  of the Securities and Exchange Commission.   Certain
information   and  footnote  disclosures  normally  included   in
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  such  rules and regulations.   In  the  opinion  of
management,  all  adjustments  (consisting  of  normal  recurring
accruals) considered necessary for a fair presentation have  been
included.  Operating results for the three and nine months  ended
October 2, 1999 are not necessarily indicative of the results  to
be  expected for the year ending December 31, 1999.  For  further
information,  refer to the consolidated financial statements  and
footnotes thereto included in the Company's Annual Report on Form
10-K  for  the  year  ended December 31,  1998,  filed  with  the
Securities and Exchange Commission.

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

The following table sets forth the shares used in the computation
of  basic  and  diluted earnings per share for the  three  months
ended October 2, 1999 and October 3, 1998.

<TABLE>
                                            Oct. 2,    Oct. 3,
                                               1999       1998
                                            -------    -------
<S>                                         <C>        <C>
Weighted average common shares outstanding
                                             36,926     36,757
Dilutive effect of stock options
outstanding using the Treasury
  Stock Method                                2,331      1,277
                                            -------    -------

Shares used in computed Diluted Earnings
 Per Share                                   39,257     38,034
                                           ========    =======
</TABLE>

The following table sets forth the shares used in the computation
of basic and diluted earnings per share for the nine months ended
October 2, 1999 and October 3, 1998.

<TABLE>
                                             Oct. 2,    Oct. 3,
                                                1999       1998
                                             -------    -------
<S>                                          <C>        <C>
Weighted average common shares outstanding   36,797     36,622
Dilutive effect of stock option outstanding
 using the Treasury Stock Method              2,042      1,705
                                             ------     ------
Shares used in computed Diluted Earnings
 Per Share                                   38,839     38,327
                                            =======    =======
</TABLE>

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

The  components of comprehensive income, net of related tax,  for
the three months ended October 2, 1999 and October 3, 1998 are as
follows:

<TABLE>
                                          Oct. 2,    Oct. 3,
                                             1999       1998
                                         --------     --------
<S>                                      <C>          <C>
Net Income                               $ 12,796     $  7,520
Unrealized loss on cash flow hedges         (553)            -
Unrealized gain (loss) on investments        (53)           46
Foreign currency translation adjustment     1,741          919
                                         --------     --------
Comprehensive income                     $ 13,931     $  8,485
                                         ========     ========
</TABLE>

The  components of comprehensive income, net of related tax,  for
the nine months ended October 2, 1999 and October 3, 1998 are  as
follows:

<TABLE>
                                          Oct. 2,     Oct. 3,
                                             1999       1998
                                          -------     --------
<S>                                      <C>          <C>
Net Income                               $ 30,565     $ 27,120
Unrealized loss on cash flow hedges         (409)            -
Unrealized loss on investments              (130)         (86)
Foreign currency translation adjustment       369           98
                                         --------     --------
Comprehensive income                     $ 30,395     $ 27,132
                                         ========     ========
</TABLE>

<PAGE> 6

The components of accumulated other comprehensive income, net  of
related  tax,  at October 2, 1999 and December 31,  1998  are  as
follows:

<TABLE>
                                          Oct. 2,     Dec. 31,
                                             1999         1998
                                         --------     --------
<S>                                      <C>          <C>
Unrealized loss on cash flow hedges      $  (560)     $  (151)
Unrealized gain on investments                 35          165
Foreign currency translation adjustment     3,094        2,725
                                         --------     --------
Accumulated other comprehensive income   $  2,569     $  2,739
                                         ========     ========
</TABLE>

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

<TABLE>

Inventories consist of the following:
                                         Oct. 2,    Dec. 31,
                                            1999        1998
                                         --------   --------
       <S>                               <C>        <C>
       Raw Material                      $  7,655   $  8,762
       Work-in-Process                     32,907     25,718
       Finished Goods                      11,715     17,816
                                         --------   --------
                                         $ 52,277   $ 52,296
                                         ========   ========
</TABLE>

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

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


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

The Company has three reportable segments: North America
(principally the United States), Asia (Japan and other Southeast
Asian countries), and Europe (principally the United Kingdom,
France, Germany, Italy, and Scandinavia). Each of these segments
derives revenue from the sale of the full array of the Company's
product lines, although the Asia segment has a higher
concentration of sales from certain mixed signal products.

Segment information for the three and  nine  months ended October
2, 1999 and October 3, 1998 is as follows:

<TABLE>

                            Three Months Ended   Nine Months Ended
                             Oct. 2,   Oct. 3,   Oct. 2,   Oct.3,
                               1999       1998      1999     1998
                             -------   -------   --------  -------
<S>                          <C>       <C>       <C>       <C>
Net Revenue:
 North American Operations:
  Unaffiliated customers     $ 31,278  $22,758   $ 84,622  $70,898
  Foreign unaffiliated
   customers                   14,341    9,607     36,310   31,133
  Consolidated subsidiaries    18,760   15,762     51,063   52,762
                             --------  -------   --------  -------
                               64,379   48,127    171,995  154,793
 European Operations:
  Unaffiliated customers        7,628    8,180     23,748   28,725
  Consolidated subsidiaries         -      727          -    5,339
                             -------- --------   --------  -------
                                7,628    8,907     23,748   34,064
 Asian Operations:
  Unaffiliated customers       24,794   20,619     62,567   65,611
  Consolidated subsidiaries     8,223    5,795     18,664   10,491
                             -------- --------   --------  -------
                               33,017   26,414     81,231   76,102
  Eliminations               (26,987) (22,284)   (69,720) (68,592)
                             -------- --------   -------- --------
                             $ 78,037 $ 61,164   $207,254 $196,367
                             ======== ========   ======== ========
</TABLE>

<PAGE> 7

<TABLE>
                            Three Months Ended   Nine Months Ended
                             Oct. 2,   Oct. 3,   Oct. 2,   Oct. 3,
                                1999      1998      1999     1998
                            --------  --------   -------   --------
<S>                         <C>       <C>        <C>       <C>
Income (Loss) Before Income Taxes:

 North American Operations  $ 22,350  $ 20,129   $ 50,462  $ 38,731
 European Operations           (419)     (447)        596     1,495
 Asian Operations              5,360     3,136      9,392     9,952
 Eliminations -  primarily
  United States              (9,760)  (12,300)   (18,578)  (12,248)
                            --------  --------   --------  --------
                            $ 17,531  $ 10,518   $ 41,872  $ 37,930
                            ========  ========   ========  ========

                             Oct. 2,   Oct. 3,
                                1999      1998
                            --------  --------
<S>                         <C>       <C>
Identifiable Assets:

 North American Operations  $334,033  $296,831
 European Operations          15,792    29,128
 Asian Operations             53,923    52,876
 Eliminations               (27,433)  (47,774)
                            --------  --------
                            $376,315  $331,061
                            ========  ========
</TABLE>

7. FOREIGN CURRENCY CONTRACTS AND HEDGING ACTIVITIES
----------------------------------------------------

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

The Company adopted SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as of October 4, 1998, the
first day of its fourth fiscal quarter in 1998.   At October 2,
1999, the Company's foreign currency contracts designated as cash
flow hedges consisted of purchased options and forward contracts.
These contracts had a notional value of $19,788 and hedged
anticipated Japanese Yen denominated sales transactions.  The
Company assesses the effectiveness of its foreign currency hedges
using the spot rate, and views the option premium as the
inherently ineffective portion of its purchased option contracts.
The ineffectiveness resulting from such contracts is reflected in
other (income) expense, and was immaterial to the three and  nine
months ended October 2, 1999.   The loss deferred as other
comprehensive income on cash flow hedges amounted to $560 net of
the deferred tax effect of $343.  Such amounts will be reflected
in the Company's income statements between October 1999 and March
2000 as the forecasted  transactions occur.  Gains on fair value
hedges were reflected in other (income) expense, and were
immaterial to the three and nine months ended October 2, 1999.
No contracts were designated as fair value hedges at October 2,
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 October 2, 1999:

Foreign Currency Contracts-Japanese Yen

Foreign Currency Contracts         Notional       Fair Value
------------------------------------------------------------
Forward contracts                  $ 12,452       $    (781)
Purchased option contracts            7,336               -
                                   -------------------------
                                   $ 19,788       $    (781)
                                   ========        =========

Prior to adopting SFAS No. 133, the Company marked all foreign
currency forward contracts which hedged accounts receivable to
market, with the resulting gain or loss included as other
(income) expense. Gains under foreign currency purchased option
contracts which were designated and effective as hedges of
forecasted sales transactions were deferred until realized, at
which time they were reported as revenue in the consolidated
financial statements. Such realized and unrealized gains and
losses were insignificant for the three and nine months ended
October 3, 1998.

<PAGE> 8


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

The  following  discussion and analysis contains  forward-looking
statements  that involve risks and uncertainties.  These  forward
looking statements include those concerning projections of future
revenue  growth,  gross  margin  increases,  lower  expenses  and
improved inventory turns and accounts receivable cycles, as  well
as  expectations for future capital expenditures.   Factors  that
might  cause  actual  results  to  differ  from  those  currently
anticipated  include,  but are not limited  to,  those  discussed
herein  and under "Year 2000 Issue" and "Factors that May  Affect
Future Operating Results and Financial Condition" as well  as  in
the  Company's Annual Report.  Readers are cautioned not to place
undue reliance on any forward-looking statements, as they reflect
management's  analysis only as of the date hereof.   The  Company
undertakes  no obligation to release the results of any  revision
to  these forward-looking statements which may be made to reflect
events  or circumstances after the date hereof or to reflect  the
occurrence of unanticipated events.

RESULTS OF OPERATIONS

Net  income  for the third quarter of 1999 was $12.8  million  or
$.33  per  diluted share.  This compares to net income  of  $10.3
million  or $.27 per diluted share for the preceding quarter  and
$7.5  million or $.20 per diluted share for the third quarter  of
1998.  Net  income for the first nine months of  1999  was  $30.6
million or $.79 per diluted share. This compares to net income of
$27.1  million or $.71 per diluted share for the same  period  in
1998.

Third quarter revenue of $78.0 million was 14.4% higher than  the
preceding  quarter  and 27.6% higher than the  third  quarter  of
1998.  Revenue  for all product lines increased relative  to  the
second  quarter of 1999, with the products serving the Industrial
and  Process  Control market showing the fastest growth  rate  of
26.6%.  For  the  first nine months of 1999, revenue  was  $207.3
million, an increase of 5.5% over the same period last year.

Relative  to  the  second quarter of 1999, revenue  increased  in
North  America  and  Asia.  The North American region experienced
the largest increase in dollar terms, approximately $8.6 million,
or 15.3%.  The Asian region was also  strong, showing increases
of approximately $7.1 million, or  27.5%.  For the first nine
months of 1999, revenue increased 11.1%  in  the North America
region,  6.7% in Asia, while declining in Europe.

Gross  margin for the third quarter of 1999 was 53.0% of revenue.
This  compares to gross margin of 52.1% of revenue in the  second
quarter  of  1999  and 51.5% of revenue in the third  quarter  of
1998.   Like  product, like volume pricing, as has been  typical,
remained  stable during the quarter.  It is the Company's  intent
to  increase  its  penetration  of  high  volume,  fast  growing,
emerging  applications. It is expected that  this  will  increase
unit volumes, decrease aggregate average selling price and expand
gross margins due to increased operating leverage.  For the first
nine  months of 1999, gross margin was 52.0% of revenue, compared
to 51.8% of revenue for the same period last year.

Total operating expenses of $24.5 million in the third quarter of
1999 increased $2.4 million from the second quarter of 1999,  and
increased  $2.4  million  from the  third  quarter  1998.  Sales,
Marketing, General & Administrative  (SMG&A)  expenses  of  $12.0
million   for  the  third  quarter  of  1999  were  up  $280,000,
sequentially,  but were down $283,000 from the third  quarter  of
1998.   Research  and  Development (R&D)  expenses  of  16.1%  of
revenue  in  the third quarter of 1999 were higher in  percentage
terms  and higher in absolute terms by $2.2 million when compared
to the second quarter of 1999.  R&D spending in the third quarter
of  1999, as compared to the same quarter a year ago, was  up  in
absolute  terms by $2.7 million and relatively flat in percentage
terms,  from 16.2% to 16.1%.  For the first nine months of  1999,
SMG&A  spending was down $2.0 million while R&D spending  was  up
$3.4  million as compared to the same period in 1998. It  is  the
Company's  intention to target investment in R&D at approximately
16%  of  revenue  and to maintain SMG&A at approximately  14%  of
revenue.   This  reflects  the Company's continuing  strategy  to
maintain  a  substantial level of R&D investment as  the  primary
driver  of  revenue  growth while constraining  growth  in  SMG&A
expenses.

Third  quarter  operating income of $16.8  million  or  21.5%  of
revenue increased by 24.8% over the second quarter of 1999.  This
increase  was driven both by higher revenues and higher  margins.
Operating income as a percentage of revenue increased to 21.5% in
the  third  quarter of 1999 from 15.3% in the  third  quarter  of
1998. This was due to lower operating expenses as a percentage of
revenue and to higher margins in the third quarter of 1999.   For
the  first nine months of 1999 operating income increased  13.3%,
on a revenue increase of 5.5% over the same period in 1998.

<PAGE> 9

Other  income was essentially flat  in the third quarter of  1999
relative  to  the  second quarter of 1999 and decreased  $443,000
from  the third quarter of 1998.  The effective tax rate for 1999
is expected to be 27%.  The Company's effective tax rate is lower
than  the  U.S. statutory rate due to expected benefits from  tax
exempt  investment income, a foreign sales corporation,  and  tax
credits.  For  the  first  nine  months  of  1999,  other  income
decreased by $702,000, while the tax rate decreased to  27%  from
28.5% as compared to the same period in 1998.

As compared to the second quarter of 1999 net income was up 24.2%
on  a 14.4% increase in revenue. As compared to the third quarter
of  1998,  net income was up 70.2% on a 27.6% increase in revenue.
Year to date for 1999, net income increased $3.4 million or 12.7%
as compared to the same period for 1998. It is the Company's goal
to  improve profit performance through gross margin expansion, by
continued  constraint on SMG&A expenses, and by  revenue  growth.
The  Company's strategy is to achieve revenue growth through  new
product development, increased penetration of traditional markets
such as the industrial market, and expanded participation in new,
emerging markets such as communications, consumer, and computing.

LIQUIDITY AND CAPITAL RESOURCES

The Company believes that its financial position as of October 2,
1999 remains very sound. Despite approximately $15 million in
capital spending for the year through October 2, 1999, cash, cash
equivalents, and investments were $143.6 million at quarter end,
an increase of $23.3 million or 19.4% from the same period in
1998.

Inventories have remained flat during 1999. This has been
achieved on an increasing revenue base. The Company has been able
to decrease its finished goods inventory, while at the same time
continue to build strategic die bank inventory. This is
consistent with the Company's intention to have sufficient die
bank inventory to improve delivery performance to customers by
reducing cycle times and lead times.

The Company's expectation for 1999 is for inventory to remain
relatively flat in absolute terms and, if it is successful in
achieving sales growth, to further decline as a percent of
revenue.  Inventory turns were 2.8 in the third quarter of 1999,
improved from 2.3 turns in the fourth quarter of 1998.  The
Company's 1999 objective is to improve inventory turns to over 3.

During 1999, net accounts receivable increased $13.4 million
relative to December 31, 1998 due to an increase in the level of
revenue.  Days sales outstanding (DSO)  at October 2, 1999, was
79 days unchanged from December 31, 1998.  Third quarter's DSO
reflects non-linearity in monthly shipments during the quarter.
The Company's objective is to improve DSO in the fourth quarter
of 1999 by increased use of distribution, improved shipment
linearity, and more aggressive collection activity.  DSO in the
third quarter of 1999 improved two days over the second quarter's
DSO of 81 days.

Capital expenditures totaled $5.2 million for the third quarter
1999, essentially flat relative to the second quarter of 1999.
Backend capacity expansion for increased unit volume, next
generation technology development, and modernization and
standardization of manufacturing equipment were the primary uses
of capital spending. The Company plans to have 1999 capital
expenditures within the range of $20 million to $25 million,
consisting in large part of capacity expansion measures and
improvements in product design automation.

At October 2, 1999, total debt was $19.6 million of which $3.4
million was term debt. This represented a $3.1 million decline in
total debt compared to December 31, 1998. Most of this debt was
held internationally and represented an interest rate arbitrage
opportunity in Japan.  In addition to term debt, credit
facilities of approximately $41.3 million, including overdraft
credit facilities with both domestic and international banks,
were available to the Company, of which approximately $16.1
million or 38.8% was utilized.  The current ratio improved to
4.39 at October 2, 1999 from 3.44 at December 31, 1998. The debt
to equity ratio declined from .08 at 1998's fiscal year end to
 .06 at 1999's third quarter end. In October of 1998, the
Company's board of directors approved the repurchase of up to 3
million shares of Burr-Brown's common stock, from time to time,
pursuant to repurchase guidelines established by the Board. As of
October 2, 1999, the Company has purchased 415,000 shares. No
shares were repurchased in the third quarter of 1999.
Stockholders' equity increased by $31.9 million from December 31,
1998 and $15.0 million from the second quarter of 1999.

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

<PAGE> 10

The impact of inflation on the Company's financial position and
results of operations has not been significant during the nine
month period ended October 2, 1999.

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



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

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

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

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

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

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

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

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

<PAGE> 11

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

The   Company   has  completed  its  formal  communication   with
significant   past   and   present  suppliers,   customers,   and
subcontractors  to  determine  the  extent  to  which  they   are
vulnerable   to  Year  2000  issues.   In  total,   the   Company
communicated  with approximately 400 such parties.  The  feedback
received  indicates that most of the Company's suppliers  do  not
expect  their business operations to be interrupted or  adversely
impacted   by  Year  2000  problems.   In  the  event  that   any
significant  customers  and suppliers  do  not  successfully  and
timely  achieve  Year 2000 compliance, it is  possible  that  the
Company's operations could be adversely affected.

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

Cost of Compliance. Since 1994, the Company has expended
approximately $15.7 million on information system replacement.
The committee currently anticipates spending between $0.1 - $0.3
million to achieve Year 2000 compliance for presently identified
IT and Non-IT infrastructure that will require remediation. The
committee has and will continue to use, as required, external
consultants to assess and mitigate Year 2000 problems. To the
extent the Company is required to use outside consultants more
than presently anticipated, the Company's costs to address Year
2000 issues will increase. These cost estimates may change as
more information becomes known. All Year 2000 costs have been and
are expected to continue to be funded from operations.

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

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

In order to provide our shareholders with better insight to our
future plans, directions, and objectives, the following forward
looking statements are provided.  The forward looking statements
are based on management's current expectations and are subject to
the risks and other contingencies described elsewhere herein and
in "Factors That May Affect Future Operating Results and
Financial Conditions."

<PAGE> 12

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

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

GROSS MARGIN: The Company's plans call for a continually
expanding gross margin over the next five years. Product pricing
is expected to remain stable and continue to reflect the high
value-added content of these products. Accordingly, the Company's
ability to increase revenues will depend in part upon its ability
to increase unit sales volumes of existing products and to
introduce and sell new products. Increased volume and improved
manufacturing efficiency are expected to continue to reduce
product costs.  Some products targeting very high volume, rapid
growth applications will be characterized by relatively lower
gross margins but should require lower levels of operating costs
compared to products serving more traditional markets.

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

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

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: As the Company has a relatively low debt
burden, the Company's interest rate risk at October 2, 1999
relates primarily to its cash equivalents, short-term, and long-
term investments.

The following summarizes the future maturities of the Company's
cash equivalents, short-term, and long-term investments at
October 2, 1999:
                                   Fair Value     Weighted Yield
                                   ------------------------------
Maturities from  10/99 to 09/2000  $ 130,328,000           6.07%
Maturities after 09/2000               6,816,000           5.01%
-----------------------------------------------------------------
Total                              $ 137,144,000           5.96%
                                   ==============================

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

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

The following summarizes the foreign currency forward and option
contracts, which settle in between October 1999 and March 2000,
in effect at October 2, 1999:

                         Notional       Average
                         Amount         Rate           Fair Value
                         ----------------------------------------
Japanese Yen Forward
 Contracts               $12,452,000    110.97         $(781,000)
Japanese Yen Option
 Contracts                 7,336,000    114.92              --
----------------------------------------------------------------
Total                    $19,788,000                  $(781,000)
                         =======================================


<PAGE> 13


FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS AND FINANCIAL CONDITIONS
-------------------------------------------------------------------------

The Company's quarterly and annual operating results are affected
by  a  variety  of  factors that could materially  and  adversely
affect  revenue,  net  income, gross profit,  and  profitability;
including  the  volume and timing of orders, changes  in  product
mix,  market  acceptance  of  the Company's  and  its  customers'
products, competitive pricing pressures, fluctuations in  foreign
currency exchange rates, economic conditions in the United States
and   international   markets,  the   timing   of   new   product
introductions,  availability of wafers and  other  materials  and
services, fluctuations in manufacturing yields, and the continued
service of key management, employees, and providers.  The Company
has experienced significant fluctuations in operating results  in
the  past  and  may  likely experience such fluctuations  in  the
future.  The semiconductor market has historically been  cyclical
and  subject to significant economic downturns at various  times.
Historically,   average  selling  prices  in  the   semiconductor
industry have decreased over the life of particular products.  If
the  Company  is  unable to introduce new  products  with  higher
average selling prices or is unable to reduce manufacturing costs
to  offset decreases in the prices of its existing products,  the
Company's  operating  results will  be  adversely  affected.   In
addition,  the Company is limited in its ability to reduce  costs
quickly in response to any revenue shortfalls.

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

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

<PAGE> 14

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

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

<PAGE> 15

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


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

 a.     Exhibits


   27.  Financial Data Schedule.

 b.     Reports  on Form 8-K:  On August 11, 1999, the  Company
        filed a Report on Form 8-K relating to the Company's adoption of
        an Amended and Restated Stockholder Rights Plan, effective August
        9, 1999.



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

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

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


     Date:   November 16, 1999


<PAGE> 16