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  3,1998

                               or

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

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

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

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

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

                        Yes   X       No
                             ---         ---
Indicate the number of shares outstanding of each of the issuer's
classes  of common stock, not including shares held in  treasury,
as of the close of the period covered by this report.
                                
         Common Stock, $0.01 par value 36,869,175 Shares
                                

                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 3,1998,and September 27,1997      3

         Consolidated Balance Sheets, October 3,1998,
         and December 31, 1997                                  4

         Consolidated Statements of Cash Flows, Nine
         Months Ended October 3,1998,and September 27,1997      5

         Notes to Consolidated Financial Statements             6

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


PART II. OTHER INFORMATION

Item 6   Exhibits and Reports on Form 8-K                      14


         SIGNATURES

         Signature Page                                        14





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.3,    Sep.27,     Oct.3,   Sep.27,
                                1998      1997        1998     1997
<S>                             <C>       <C>        <C>        <C>
                                -------   -------    --------   --------
 Net Revenue                    $61,164   $65,928    $196,367   $183,205
 % increase (decrease) in         
   revenue over prior year         (7%)       32%          7%         8%
 Cost of Goods Sold              29,661    32,669      94,745     91,306
                                -------    ------     -------    -------
 Gross Margin                    31,503    33,259     101,622     91,899
 % of revenue                       52%       50%         52%        50%
 Expenses:                                                            
 Research & Development           9,917     9,248      29,697     24,419
 % of revenue                       16%       14%         15%        13%
 Sales, Marketing, General and   
   Administrative                12,234    12,761      36,708     37,378
 % of revenue                       20%       19%         19%        20%
                                -------   -------     -------    ------- 
 Total Operating Expenses        22,151    22,009      66,405     61,797
 % of revenue                       36%       33%         34%        34%
 Income from Operations           9,352    11,250      35,217     30,102
 % of revenue                       15%       17%         18%        16%
 Interest Expense                   101       108         302        323
 Other (Income) Expense         (1,267)   (1,078)     (3,015)    (2,897)
                                -------   -------     -------    -------  
 Income Before Income Taxes      10,518    12,220      37,930     32,676
 % of revenue                       17%       19%         19%        18%
 Provision for Income Taxes       2,998     3,666      10,810      9,803
 Effective Tax Rate                 29%       30%         29%        30%
                                -------   -------     -------    -------
 Net Income                     $ 7,520   $ 8,554    $ 27,120   $ 22,873
 % of revenue                       12%       13%         14%        12%
                                =======   =======     =======   ========      

 Basic Earnings per Common
  Share                         $  0.20   $  0.24    $   0.74   $   0.64
                                =======   =======     =======    =======

 Shares used in basic per share
  calculation (1)                36,757    36,167      36,622     35,980
                                =======   =======     =======    =======  

 Diluted Earnings per Common                                                 
  Share                         $  0.20   $  0.22     $  0.71    $  0.60
                                =======   =======     =======    =======
 Shares used in diluted per
  share calculation (1)          38,034    38,202      38,327     38,001
                                =======   =======     =======    =======
                                                                      
                                                                      
<FN>                                                                  
   (1) Common share information relects a 3 for 2 stock split                  
       effective March, 1998.
<FN>                                                                  
       See Notes to Consolidated Financial Statements.                       
</FN>                                                                 
</TABLE>



          BURR-BROWN CORPORATION AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEETS
                 (In thousands of dollars)
                       (Unaudited)
<TABLE>
<CAPTION>                                                       
                                              Oct. 3,    Dec. 31,
                                                1998       1997
<S>                                          --------    --------              
ASSETS                                      <C>         <C>
Current Assets                                                  
     Cash and Cash Equivalents               $ 94,267    $ 54,284
     Short-Term Investments                     3,609        -
     Trade Receivables                         56,588      55,689
     Inventories                               47,418      44,533
     Deferred Income Taxes                      8,137       7,973
     Other                                     13,283      10,069
                                             --------    --------
     Total Current Assets                     223,302     172,548

Long-Term Investments                          18,455      44,767               
Land,Buildings & Equipment
     Land                                       5,149       3,418
     Buildings and Improvements                26,404      25,690
     Equipment                                160,873     145,411
                                             --------    --------
                                              192,426     174,519
     Less Accumulated Depreciation          (105,665)    (95,053)
                                             --------    --------
                                               86,761      79,466
Other Assets                                    2,543       2,607
                                             --------    --------
                                             $331,061    $299,388
                                             ========    ========  
LIABILITIES AND STOCKHOLDERS' EQUITY                              
Current Liabilities                                      
     Notes Payable                           $ 14,504    $  9,991
     Accounts Payable                          16,627      18,203
     Accrued Expenses                           7,607       4,678
     Accrued Employee Compensation and          
       Payroll Taxes                            6,979       9,299
     Deferred Profit from Distributors          8,349       8,318
     Income Taxes Payable                       4,676       7,370
     Current Portion of Long-Term Debt            735         672
                                             --------    --------
     Total Current Liabilities                 59,477      58,531
                                                         
Long-Term Debt                                    882       1,482
Deferred Income Taxes                           3,966       3,774
Other Long-Term Liabilities                       719         685
Stockholders' Equity                                     
     Preferred Stock                                -           -
     Common Stock                                 386         380
     Additional Paid-In Capital                99,250      94,779
     Retained Earnings                        176,597     149,915
     Accumulated Other Comprehensive Income     1,393       1,381
     Treasury Stock                          (11,609)    (11,539)
                                             --------    --------
                                              266,017     234,916
                                             --------    -------- 
                                             $331,061    $299,388
                                             ========    ========
<FN>                                                            
See Notes to Consolidated Financial Statements                             
</FN>
</TABLE>


           BURR-BROWN CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (Unaudited)
                (In thousands of dollars)
<TABLE>                                                         
<CAPTION>                                                       
                                             Nine Months Ended
                                              Oct. 3,     Sep.27,
<S>                                             1998        1997
                                             --------    --------
OPERATING ACTIVITIES:                        <C>         <C>
Net Income                                   $ 27,120    $ 22,873
Adjustments to Reconcile Net Income to                   
Net Cash Provided by Operating Activities:               
   Depreciation and Amortization               12,322      10,121
   Amortization of Deferred Gain                 -        (1,122)
   Benefit from Deferred Income Taxes            (69)       (698)
   Increase (Decrease) in Deferred Profit                 
     from Distributors                             31       (219)
   Other                                          452          70
Changes in Operating Assets and Liabilities:             
   Increase in Trade Receivables              (1,294)    (20,261)
   (Increase) Decrease in Inventories         (3,155)       2,822
   Increase in Other Assets                   (3,071)     (6,770)
   Increase (Decrease) in Accounts Payable    (1,574)       5,797
   Increase (Decrease) in Accrued Expenses    
     and Other Liabilities                    (2,141)       3,600  
                                             --------    --------
                                                         
Net Cash Provided By Operating Activities      28,621      16,213
                                                                
INVESTING ACTIVITIES:                                    
Purchases of Investments                     (14,064)    (31,867)
Maturities of Investments                      36,754      41,267
Purchases of Land, Buildings and Equipment   (19,907)    (21,559)
Proceeds from Sale of Equipment                   157          40
                                             --------    --------              
Net Cash Provided by (Used in) Investing        
    Activities                                  2,940    (12,119)
                                                         
FINANCING ACTIVITIES:                                    
Proceeds from Short-Term and Long-Term          
  Borrowings                                    4,865          -
Payments on Short-Term and Long-Term            
  Borrowings                                    (462)     (1,677)
Proceeds from Capital Stock Activity, Net       3,969       2,631
                                             --------    --------               
Net Cash Provided By Financing Activities       8,372         954
                                                         
Effect of Exchange Rate Changes                    50         173
                                             --------    --------        
Increase in Cash and Cash Equivalents          39,983       5,221
                                                         
Cash and Cash Equivalents at Beginning of            
    Year                                       54,284      38,433              
                                             --------    --------        
Cash and Cash Equivalents at End of Nine
    Months                                   $ 94,267    $ 43,654
                                             ========    ========
                                                         
<FN>                                                            
See Notes to Consolidated Financial Statements.                             
</FN>
</TABLE>

             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 months and nine months
ended  October  3, 1998,  are not necessarily indicative  of  the
results  to  be expected for the year ending December  31, 1998.
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, 1997,  filed
with the Securities and Exchange Commission.


2. EARNINGS PER SHARE

In 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings per Share."  SFAS No. 128 replaced the calculation
of  primary and fully diluted earnings per share with  basic  and
diluted  earnings per share.  Unlike primary earnings per  share,
basic  earnings  per  share  excludes  any  dilutive  effects  of
options,  warrants and convertible securities.  Diluted  earnings
per  share  is  very  similar  to the previously  computed  fully
diluted  earnings per share.  All earnings per share amounts  for
all  periods have been presented, and where appropriate, restated
to conform to SFAS No. 128 requirements.  References to share and
per  share  amounts have been restated to reflect a three-for-two
stock  split  effective April, 1997, as well as  a  three-for-two
stock  split  declared on February 23, 1998  and  distributed  on
March  20,  1998  to  stockholders of record on  March  6,  1998.
Fractional  shares were paid in cash to those stockholders  whose
shares on the record date were not evenly divisible by two.

Shares used in the per common share calculation for the three
months ended October 3, 1998 and September 27, 1997 are as
follows:

                              Oct.3,          Sep.27,
                               1998             1997
                             -------          -------                           
Weighted average common                  
  shares outstanding          36,757           36,167
Dilutive effect of stock     
  options outstanding using 
  the Treasury Stock Method    1,277            2,035
                             -------          -------
Shares used in computed                               
  Diluted Earnings Per Share  38,034           38,202
                             =======          =======



Shares used in the per common share calculation for the nine
months ended October 3, 1998 and September 27, 1997 are as
follows:

                              Oct.3,           Sep.27,
                               1998             1997
                             -------           -------                  
Weighted average common      
  shares outstanding          36,622            35,980
Dilutive effect of stock                       
  options outstanding using
  the Treasury Stock Method    1,705             2,021
                             -------           -------
Shares used in computed                   
  Diluted Earnings Per Share  38,327            38,001 
                             =======           =======

3.  COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income."  SFAS No. 130 establishes new
rules for the reporting and display of comprehensive income and
its components; however, the adoption of this Statement had no
impact on the Company's net income or stockholders' equity.  SFAS
No. 130 requires unrealized gains or losses on the Company's
available-for-sale securities and foreign currency translation
adjustments, which prior to adoption were reported separately in
stockholders' equity, to be included in Other Comprehensive
Income.  Prior year financial statements have been reclassified
to conform to the requirements of SFAS No. 130.

The components of comprehensive income, net of related tax, for
the three months ended October 3, 1998 and September 27, 1997 are
as follows:

                               Oct.3,          Sep.27,
                                1998             1997
                              -------          -------                  
Net Income                    $ 7,520          $ 8,554
Unrealized gain/(loss) on                        
  investments                      46              146
Foreign currency translation                 
  adjustments                     919            (770)
                              -------          -------  
Comprehensive income          $ 8,485          $ 7,930
                              =======          =======

The components of comprehensive income, net of related tax, for
the nine months ended October 3, 1998 and September 27, 1997 are
as follows:

                               Oct.3,          Sep.27,
                                1998             1997
                              -------          -------                   
Net Income                    $27,120          $22,873
Unrealized gain/(loss) on                     
  investments                    (86)            (288)
Foreign currency translation
  adjustments                      98          (1,285)
                              -------          -------
Comprehensive income          $27,132          $21,300
                              =======          ======= 

The components of accumulated other comprehensive income, net of
related tax, at October 3, 1998 and December 31, 1997 are as
follows:

                                Oct.3,         Dec.31,
                                 1998            1997
                               -------         -------                         
Unrealized gain on investments $   107         $   193
Foreign currency translation
  adjustments                    1,286           1,188
                               -------         -------
Accumulated other
  comprehensive income         $ 1,393         $ 1,381
                               =======         ======= 


4. INVENTORIES

Inventories consist of the following:                         

                                 Oct.3,         Dec.31,
                                  1998            1997
                                -------         -------
       Raw Material             $ 9,846         $ 9,608
       Work-in-Process           21,764          22,719
       Finished Goods            15,808          12,206
                                -------         -------
                                $47,418         $44,533
                                =======         ======= 
5.   TAX RATE

The effective tax rate for 1998 is estimated to be 28.5%.  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. SEGMENT INFORMATION

In  June  1997, the Financial Accounting Standards  Board  issued
SFAS  No.  131, "Disclosures about Segments of an Enterprise  and
Related Information."  SFAS No. 131 establishes standards for the
way  that  public  business enterprises report information  about
operating  segments in annual financial statements  and  requires
that   those   enterprises  report  selected  information   about
operating  segments  in  interim  financial  reports.   It   also
establishes standards for related disclosures about products  and
services, geographic areas, and major customers.  SFAS No. 131 is
effective  for  financial statements for fiscal  years  beginning
after December 15, 1997, and therefore the Company will adopt the
new  requirements  retroactively in  1998.   Management  has  not
completed  its  review of SFAS No. 131, but does  not  anticipate
that  the  adoption  of this statement will  have  a  significant
effect on the Company's reported segments.


7. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In June 1998, the Financial Accounting Standards Board issued
Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which is required to be adopted in years
beginning after June 15, 1999.  The Statement permits early
adoption as of the beginning of any fiscal quarter after its
issuance. The Statement will require the Company to recognize all
derivatives on the balance sheet at fair value.  Derivatives that
are not hedges must be adjusted to fair value through income.  If
the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset
against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or recognized
in other comprehensive income until the hedged item is recognized
in earnings.  The ineffective portion of a derivative's change in
fair value will be immediately recognized in earnings.

The Company adopted the new Statement effective October 4, 1998.
There was no cumulative effect of an accounting change on either  
income or other comprehensive  income  at October 4, 1998  as  a  
result  of  the adoption of this statement.

The  Company may periodically enter into foreign currency  option
contracts to offset certain probable, anticipated, but not firmly
committed foreign currency transactions related to the  sales  of
products.  These foreign currency option contracts are designated
and  effective  as hedges of anticipated foreign  currency  sales
transactions,  and accordingly, the premium costs  are  amortized
over  the  life  of  the option contract and any  realized  gains
associated with these contracts are deferred until such  time  as
the  underlying  transactions are recognized, at which  time  the
realized gains are recorded. At October 3, 1998, the Company  had
one outstanding foreign currency option contract denominated  in
Yen with an expiration date of December 4, 1998.





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

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


RESULTS OF OPERATIONS

The Company is in the midst of an industry-wide cyclical downturn
that began in the second quarter of this year.  Net income for
the third quarter of 1998 was $7.5 million or $.20 per diluted
share.  This compares to net income of $9.4 million or $.25 per
diluted share for the preceding quarter and to net income of $8.6
million or $.22 per diluted share for the  same quarter of 1997.
Net income for the first nine months of 1998 was $27.1 million or
$.71 per diluted share.  This compares to $22.9 million or $.60
per diluted share for the same period in 1997.  Net income for
the first nine months of 1998 remains at a record level for the
Company.

Third  quarter revenue of $61.2 million was 7.2% lower  than  the
third quarter of 1997  and 8.0% lower than the second quarter  of
1998.  As compared to last quarter, sales into Japan and into the
Southeast  Asian  region  declined most significantly.   This  is
consistent with observed industry conditions.  All product lines
were  affected.   For the first nine months of 1998,  revenue  at
$196.4  million  increased by 7.2% over the  same  period  last
year.   With  the  exception of Japan, revenue from  all  regions
increased during this period.

Gross  margin  for  the quarter was 51.5% of revenue,  reflecting
some  loss  in  operating  leverage due  to  lower  sales.   This
compares to gross margin of 50.4% of revenue in the third quarter
of  1997.   Like  product, like volume  pricing,  as  has  been
typical, remained stable during the quarter.  For the first  nine
months  of  1998, gross margin was 51.8% of revenue  compared  to
50.2% for the same period in 1997.  Mix continues to shift toward
higher  volume products with lower average selling prices, to date,
without having  an  adverse  effect  on  aggregate  gross  margin.  
This  is consistent  with the Company's strategy to offer high 
performance analog  and  mixed  signal  ICs for high  volume,  fast  
growing, emerging  applications.   The Company's plan is to improve 
gross  margin  if there is an acceleration of revenue growth.

Operating  expense  growth  was actively  constrained during the
third quarter given the uncertainty in demand.  During the third 
quarter,  hiring  was  deferred and expenses  not  essential  to  
increasing  revenue, improving customer  service or  new product  
development  were  postponed.  Total operating expenses at $22.2  
million  were  essentially  flat  with  both the prior  quarter  
and the third quarter of 1997.  Sales, Marketing and G&A (SMG&A) 
remained at the same  $12 million level sequentially and $527,000  
lower than a year  ago.  R&D expenses were flat to last  quarter  
and 7% higher than the same period last year.  Operating expenses 
for the first nine months of 1998 increased by 7.5% on a revenue 
increase of 7.2%  over the same period last year.   During  the 
first nine months of 1998, R&D  spending  increased  by  21.6%  
while  SMG&A spending declined.  It  is  the  Company's  intention  
to target investment  in  R&D at  approximately  14%  to  15% of   
revenue and to maintain SMG&A at 18% or  less  of revenue. This 
reflects our 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 $9.4  million  or  15.3%  of
revenue  declined by 16.9% over the third quarter of 1997.   This
decline was almost exclusively due to lower revenue.  As compared
to the prior quarter, operating income also declined due to lower
revenue.   For  the  first nine months of 1998, operating  income
increased  by  17%  on a revenue increase of 7.2%  over  the  same
period in 1997.

Other income was higher than last quarter and last year due to 
higher levels of invested  cash  and  favorable  exchange  rate  
movements. The effective tax rate for 1998 is estimated to be 28.5%.  
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.

As  compared to last year, third quarter 1998 net income was down
12.1%  on  a  7.2% decline in revenue.  For the first nine months 
of 1998,net income increased by 18.6% on a revenue increase of 7.2%.  
The current cyclical downturn notwithstanding,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  R&D
investments, increased penetration of traditional markets such as
industrial  process  control and test  and  instrumentation,  and
expanded   participation  in  new,  emerging  markets   such   as
communications,  digital  audio  and  video,  and  computing  and
multimedia.  Given  the current  market environment, the Company 
cannot predict when,  or the  extent to which, it will be able to 
achieve this goal. 


FOREIGN OPERATIONS

International  markets  constitute  a  majority  source  of   the
Company's  revenues.   The resulting transactions  have  exchange
rate  fluctuation risk associated with them.  Exchange rate  risk
is  reduced through the natural hedges afforded by the  Company's
foreign   operations,   dollar-based  or   dollar-indexed   sales
transactions  whenever possible and by the  purchase  of  forward
foreign  exchange  and  option contracts  to  hedge  its  foreign
currency sales transactions with international subsidiaries.   In
addition,  the Company historically enters into forward contracts
and  option  contracts against anticipated foreign exchange  cash
flows for the Japanese yen.  Exchange  rate fluctuations can also 
affect the  Company's  reported  revenue  to the extent that the 
international  subsidiaries' sales  are in non-indexed  foreign  
currencies  but  reported  in  the  consolidated  financial  
statements in U.S. dollars using a weighted average exchange rate.  
When  compared  to  the first nine months of 1997, the effect of 
foreign exchange rate changes had an immaterial impact on  1998  
year  to  date revenue.

FINANCIAL CONDITION


The  Company's balance sheet remains sound.  At October 3,  1998,
cash,  cash equivalents and investments increased by  $6.0
million during the third quarter despite capital expenditures of 
$7.5 million and  a  $2.5 million reduction in accounts payable.

Accounts  receivable  declined by $4 million during the quarter
due to lower sales.  Accounts receivable Days Sales Outstanding 
remained at 84 days due to shipment non-linearity.

Net  inventories  increased  by $4 million  or  9.1%  during  the
quarter.   This is consistent with our plan to run our  factories
at  a  higher level than sales in order to replenish inventories,
especially  die  bank  inventory, depleted  during  the  capacity
constraint difficulties earlier in the year.

Third quarter capital  expenditures totaled $7.5 million.  A major
portion  of  capital expenditures target ATE, test  handlers  and
other  backend assembly and test equipment.  This  is  driven  in
large  measure by the mix shift to higher volume products and  by
the  strategy to improve assembly and test efficiency. During the
quarter,  the implementation of the SAP and Consilium information
systems  was  completed at all Asian locations.  The Company  now
uses   common  systems  to  perform  all  major  finance,  sales,
logistics and manufacturing functions on a worldwide basis.  This
will  allow us to further reduce manufacturing and administrative
overhead  costs  as  we  go  forward.  Capital  expenditures  for  
the full 1998 year are expected to be between $30-$34 million. 

At October 3, 1998, total debt was $16.1  million  of  which $1.6
million was term debt.  This represented a $4 million increase over
total debt at December 31, 1997.  Most of this  debt  was  held  in 
Japan and represented an interest rate arbitrage  for  the  Company.
In addition to term debt, credit facilities of approximately $36.6
million, including overdraft credit  facilities with both  domestic
and international banks, were available to the Company.  At October 3, 
1998, $14.5  million  was borrowed against such credit facilities, or 
such credit facilities were 39.6% utilized.  The current ratio improved 
from 2.95:1 at December 31, 1997, to 3.75:1 at October 3, 1998.  The
debt-to-equity ratio increased slightly from .05 at 1997's fiscal year-
end to .06 at 1998's third quarter-end.  Stockholders' equity increased  
by $31.1 million or 13.2% from December 31, 1997 to October 3, 1998, and 
increased by $8.9 million or 3.5% from July  4, 1998 to October 3, 1998.

Given  both  the  current  cash  position  and  available  credit
facilities,  Management  believes  the  Company  has   sufficient
capital  resources  available to meet its  requirements  for  the
foreseeable future.





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, 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 nearly complete and is  intended
to  be  completed enterprise-wide by mid-1999. However,  if  this
replacement is not completed on a timely basis, Year 2000 related
failures  could  materially impact  the Company.  These  primary 
business  application  systems and IT infrastructure  have  been  
licensed  or  purchased  from  major  software and IT vendors who
represent   that  such  systems  and  equipment  are  Year   2000
compliant.  In addition to those representations, the Company  is
internally assessing these systems to ensure Year 2000 compliance
in  the  Company's  application environment.  The  committee  has
identified  certain non-critical, legacy systems and applications
that  are not or may not be compliant.  Specific compliance plans
are  being  developed  for  these and  all  other  items  on  the
inventory.    These   plans   include  retirement,   replacement,
renovation, integration and testing.

The  committee  is nearly complete with its inventory  of  Non-IT
infrastructure and has commenced the assessment phase for several
critical   systems.   Non-IT  infrastructure  includes   physical
fabrication  and  test facilities and equipment  for  production.
Burr-Brown's  manufacturing processes  are  very  automated.  The
preliminary inventory has identified assembly and test  equipment
that contains embedded proprietary software or is integrated into
PC  software  databases that will need renovation or replacement.
If  not remedied, it is possible that some of this infrastructure
could  cease to  function.  The  Company's  investigation to date 
indicates  that  most  of this  infrastructure  would continue to 
function, but may report inaccurate  data  that could result in 
production inefficiencies.  Remediation plans are being assessed 
with the assistance of the vendors of such equipment and software.

The  Company is formally communicating with significant past  and
present suppliers, customers and subcontractors to determine  the
extent  to  which  they are vulnerable to Year 2000  issues.   To
date,  the Company has communicated with approximately  200  such
parties, and will continue to communicate with key suppliers that
are  not yet compliant in an effort to eliminate or minimize  any
impact their non-compliance may have on the Company's operations.
Initial  feedback indicates that most of the Company's  suppliers
do  not  expect  their business operations to be  interrupted  or
adversely impacted by Year 2000 problems.  In the event that  any
significant  customers  and suppliers  do  not  successfully  and
timely  achieve  Year 2000 compliance, it is  possible  that  the
Company's operations could be materially adversely affected.

Burr-Brown   anticipates   completing   its   remediations    and
contingency  plans by the third 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 million  on  information  system  replacement.    
For the most part, these  expenditures  were based on the  need 
to  upgrade  the  Company's  information  systems  rather  than 
achievement of Year 2000 compliance.   The  committee  currently  
anticipates spending an additional $1.5 - $2.5 million to achieve 
Year 2000  compliance for  presently  identified  IT  and Non-IT 
infrastructure that will require remediation.  The committee  has  
and  will continue to use, as required, external consultants  to 
assess  and  mitigate  Year  2000  problems.  To the extent  the  
Company is required to use outside consultants more than presently 
anticipated, the Company's costs to address Year 2000 issues will 
increase.  These cost estimates may  change  as more  information 
becomes known.  All Year 2000 costs  have  been and will continue 
to be funded from operations.

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

For  many  reasons, it is difficult to predict  or  quantify  the
impact that the Year 2000 problem will have on the Company,  both
before  and  for some period after January 1, 2000.  Among  these
reasons  are the lack of control over third party providers,  the
complexity of testing interconnected systems, and the uncertainty
surrounding  how  other parties will deal with  liability  issues
raised by Year 2000 failures that may occur despite the Company's
implementation of its initiatives.  The Company is not currently 
aware  of  any  material  Year  2000  deficiencies  associated
with  its internal systems that are not being addressed or with
the adequacy of third-party systems.  Nonetheless, due to the 
complexity of the Year 2000 issue, there can be no assurances that
the   Company   will   not   experience   unanticipated   adverse
consequences  or  material costs caused  by  undetected  defects,
including  costs  of potential litigation.  The  impact  of  such
consequences  could  have  a  material  adverse  effect  on   the
Company's business, financial condition, cash flows or results of 
operations.



FACTORS AFFECTING FUTURE RESULTS

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.
As noted above, the industry is currently experiencing a downturn
and the Company is unable to predict the likely extent or duration 
of this downturn.  Historically,  average  selling  prices  in  the   
semiconductor industry have  decreased over the life of particular 
products. If the Company  is  unable to introduce new products with  
higher average selling prices or is unable to reduce manufacturing 
costs to offset decreases  in the prices of its existing products, 
the Company's  operating results will be  adversely  affected.  In
addition,  the Company is limited in its ability to reduce  costs
quickly in response to any revenue shortfalls.

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

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

The  Company  has  in the past been, and may in  the  future  be,
subject  to or initiate 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.


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:  The Company did not file any  reports
      on Form 8-K during the quarter ended October 3, 1998.





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, 1998
             -----------------