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

                              FORM 10-Q

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

               For the quarterly period ended July 4, 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 36,702,485 Shares
                                  

                BURR-BROWN CORPORATION AND SUBSIDIARIES

                             INDEX

      PART  I.    FINANCIAL INFORMATION                         Page #
       Item 1  Financial Statements (Unaudited)

               Consolidated Statements of Income, Three and Six
               Months Ended July 4, 1998, and June 28, 1997        3

               Consolidated Balance Sheets, July 4, 1998,
               and December 31, 1997                               4

               Consolidated Statements of Cash Flows, Six
               Months Ended July 4, 1998, and June 28, 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 4  Submission of Matters to a vote to Security
               Shareholders                                       12

       Item 6  Exhibits and Reports on Form 8-K                   13


     SIGNATURES

               Signature Page                                     13

















PART I.  FINANCIAL INFORMATION
                                 
                                                   
                                                                
                  BURR-BROWN CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                               (Unaudited)
             (In thousands except share and per share amounts)
                                                                   
<TABLE>
<CAPTION>                                                              
                              Three Months Ended     Six Months Ended
                            
                                                                   
                              Jul. 4,    Jun. 28     Jul. 4,    Jun. 28
                               1998        1997       1998        1997
<S>                          <C>         <C>         <C>        <C>
Net Revenue                  $ 66,518    $62,505     $135,203   $117,277
% increase (decrease) in                                          
revenue over prior year            6%         7%          15%       (2%)
Cost of Goods Sold             31,997     31,237       65,084     58,637
Gross Margin                   34,521     31,268       70,119     58,640
% of revenue                      52%        50%          52%        50%
Expenses:                                                         
Research & Development          9,970      7,952       19,780     15,171
% of revenue                      15%        13%          15%        13%
Sales, Marketing, General                                         
and Administrative             12,343     13,071       24,474     24,617
% of revenue                      19%        21%          18%        21%
Total Operating Expenses       22,313     21,023       44,254     39,788
% of revenue                      34%        34%          33%        34%
Income from Operations         12,208     10,245       25,865     18,852
% of revenue                      18%        16%          19%        16%
Interest Expense                  108        113          201        215
Other (Income) Expense          (789)      (936)      (1,748)    (1,819)
Income Before Income Taxes     12,889     11,068       27,412     20,456
% of revenue                      19%        18%          20%        17%
Provision for Income Taxes      3,455      3,321        7,812      6,137
Effective Tax Rate                27%        30%          28%        30%
Net Income                    $ 9,434    $ 7,747     $ 19,600   $ 14,319
% of revenue                      14%        12%          14%        12%
Basic Earnings per                                                
Common Share                  $  0.26    $  0.22      $  0.54    $  0.40
Shares used in basic per                                          
share calculation (1)          36,660     35,974       36,554     35,887
                                                                   
Diluted Earnings per                                              
Common Share                 $   0.25    $  0.20      $  0.51    $  0.38
Shares used in diluted per                                        
share calculation (1)          38,505     37,905       38,434     37,706
                                                                   
<FN>                                                               
(1) Common share information reflects 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
                                (Unaudited)
                          (In thousands of dollars)
<TABLE>                                                          
<CAPTION>                                                        
                                            Jul. 4,     Dec. 31,
                                             1998         1997
<S>                                        <C>          <C>
ASSETS                                                           
Current Assets                                                   
       Cash and Cash Equivalents            $ 84,219     $ 54,284
       Trade Receivables                      61,037       55,689
       Inventories                            43,445       44,533
       Deferred Income Taxes                   7,892        7,973
       Other                                  13,553       10,069
       Total Current Assets                  210,146      172,548
                                                                 
Long-Term Investments                         26,103       44,767
Land, Buildings and Equipment                                    
       Land                                    4,146        3,418
       Buildings and Improvements             25,586       25,690
       Equipment                             154,710      145,411
                                             184,442      174,519
       Less Accumulated Depreciation       (100,860)     (95,053)
                                              83,582       79,466
Other Assets                                   2,455        2,607
                                           $ 322,286     $299,388
LIABILITIES AND STOCKHOLDERS' EQUITY                             
Current Liabilities                                              
       Notes Payable                        $ 14,535     $  9,991
       Accounts Payable                       19,078       18,203
       Accrued Expenses                        4,923        4,678
       Accrued Employee Compensation and                        
         Payroll Taxes                         5,677        9,299
       Deferred Profit from Distributors       8,971        8,318
       Income Taxes Payable                    5,579        7,370
       Current Portion of Long-Term Debt         713          672
       Total Current Liabilities              59,476       58,531
                                                                 
Long-Term Debt                                   984        1,482
Deferred Income Taxes                          3,966        3,774
Other Long-Term Liabilities                      763          685
Stockholders' Equity                                             
       Preferred Stock                            -            -
       Common Stock                              384          380
       Additional Paid-In Capital             98,748       94,779
       Retained Earnings                     169,080      149,915
       Accumulated Other Comprehensive                          
         Income                                  428        1,381
       Treasury Stock                       (11,543)     (11,539)
                                            --------     --------  
                                             257,097      234,916
                                            --------     --------             
                                           $ 322,286    $ 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>                                                           
                                                 Six Months Ended
                                                Jul. 4,    Jun. 28,
                                                 1998        1997
<S>                                             <C>        <C>
OPERATING ACTIVITIES:                                               
Net Income                                      $ 19,600    $ 14,319
Adjustments to Reconcile Net Income to                              
Net Cash Provided by Operating Activities:                          
     Depreciation and Amortization                 7,965       6,381
     Amortization of Deferred Gain                    -        (748)
     Provision for (Benefit from)                              (594)
     Deferred Income Taxes                           141
     Increase (Decrease) in Deferred                                
     Profit from Distributors                        653         962
     Other                                         (116)       (377)
Changes in Operating Assets and Liabilities:                        
     (Increase) Decrease in Trade Receivables    (6,844)    (13,173)
     (Increase) Decrease in Inventories              495     (1,144)
     (Increase) Decrease in Other Assets         (3,702)     (3,383)
     Increase (Decrease) in Accounts Payable       1,308     (1,832)
     Increase (Decrease) in Accrued Expenses                        
       and Other Liabilities                     (4,567)       1,484
                                                                    
Net Cash Provided By Operating Activities         14,933       1,895
                                                                    
INVESTING ACTIVITIES:                                               
Purchases of Investments                         (8,596)    (19,396)
Maturities of Investments                         27,169      25,651
Purchases of Land, Buildings, and Equipment     (12,430)    (12,123)
Proceeds from Sale of Equipment                      138          23
                                                                    
Net Cash Provided by (Used in) Investing                            
Activities                                         6,281     (5,845)
                                                                    
FINANCING ACTIVITIES:                                               
Proceeds from Short-Term and Long-Term                              
  Borrowings                                       5,606          -
Payments on Short-Term and Long-Term                                
  Borrowings                                       (308)     (3,800)
Proceeds from (Payments for) Capital Stock                          
  Activity, Net                                    3,534       1,859
                                                                    
Net Cash Provided By (Used In) Financing                            
  Activities                                       8,832     (1,941)
                                                                    
Effect of Exchange Rate Changes                    (111)        (19)
                                                                    
Increase (Decrease) in Cash and Cash                                
  Equivalents                                     29,935     (5,910)
                                                                    
Cash and Cash Equivalents at Beginning of Year    54,284      38,433
                                                                    
Cash and Cash Equivalents at End of Six Months  $ 84,219    $ 32,523
                                                                    
<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 six months ended July 4, 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 July 4, 1998 and June 28, 1997 are as follows:

                                               Jul. 4,    Jun. 28,
                                                1998        1997

Weighted average common shares outstanding     36,660      35,974
Dilutive effect of stock options outstanding
   using the Treasury Stock Method              1,845       1,931
Shares used in computed Diluted Earnings
   Per Share                                   38,505      37,905


Shares used in the per common share calculation for the six months
ended July 4, 1998 and June 28, 1997 are as follows:

                                               Jul. 4,    Jun. 28,
                                                1998        1997

Weighted average common shares outstanding     36,554      35,887
Dilutive effect of stock options outstanding
   using the Treasury Stock Method              1,880       1,819
Shares used in computed Diluted Earnings
   Per Share                                   38,434      37,706



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 July 4, 1998 and June 28, 1997 are as follows:

                                             Jul. 4,     Jun. 28,
                                               1998        1997 

Net Income                                    $9,434      $7,747
Unrealized gain/(loss)on investments            (49)       (143)
Foreign currency translation adjustments       (228)         638
Comprehensive income                          $9,157      $8,242


The components of comprehensive income, net of related tax, for the
six months ended July 4, 1998 and June 28, 1997 are as follows:

                                             Jul. 4,     Jun. 28,
                                              1998         1997

Net Income                                   $19,600     $14,319
Unrealized gain/(loss)on investments           (132)       (434)
Foreign currency translation adjustments       (821)       (515)
Comprehensive income                         $18,647     $13,370


The components of accumulated other comprehensive income, net of
related tax, at July 4, 1998 and December 31, 1997 are as follows:

                                             Jul. 4,     Dec. 31,
                                              1998         1997

Unrealized gain on investments                $  61       $  193
Foreign currency translation adjustments        367        1,188
Accumulated other comprehensive income        $ 428       $1,381




4. INVENTORIES

Inventories consist of the following:

                                             Jul. 4,    Dec. 31,
                                              1998        1997
                                                               
       Raw Material                          $10,039     $9,608
       Work-in-Process                        19,500     22,719
       Finished Goods                         13,906     12,206
                                             $43,445    $44,533


5.   TAX RATE

The Company's effective income tax rate for 1998 decreased from 30%
to 28.5% during the second quarter.  The decrease was mainly due to
the favorable effect of recently enacted Arizona tax legislation and
a projected increase in tax exempt investment income.  The Company's
effective tax rate is lower than the U.S. statutory rate due to
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. FINANCIAL INSTRUMENTS

In  June 1998, the Financial Accounting Standards Board issued  SFAS
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  Company
expects  to adopt the new Statement no later than January  1,  2000.
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
market  value of the 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  has  not  yet
determined what the effect of Statement 133 will be on the  earnings
and financial position of the Company.

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.  As  of  July  4, 1998, the Company  had  two  outstanding
foreign currency option contracts denominated in Yen with expiration
dates through  December  1998.




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

The  following  discussion and analysis may contain  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

Net income for the second quarter of 1998 was $9.4 million or $.25
per diluted share.  This compares to net income of $10.2 million or
$.27 per diluted share for the preceding quarter and to net income
of $7.7 million or $.20 per diluted share for the  same quarter of
1997. Net income for the first six months of 1998 was $19.6 million
or $.51 per diluted share.  This compares to $14.3 million or $.38
per diluted share for the same period in 1997.

Second  quarter revenue at $66.5 million was up 6.4% over the second
quarter  in 1997  but slightly down from the first quarter in  1998.
As  compared  to last quarter, sales into the domestic  distribution
channel   and   into  the  Southeast  Asian  region  declined   most
significantly.    This   is   consistent  with   observed   industry
conditions.  Given its concentration in the Southeast  Asia  region,
the  digital audio product line accounted for much of the sequential
decline  in  revenue.  For the first six months of 1998, revenue  at
$135.2 million increased by 15.3% over the same period of last year.
With  the  exception  of Japan, revenue from all  regions  increased
during this period.

Gross  margin  for  the quarter was 51.9% of revenue,  continuing  a
trend  of gross margin expansion.  As compared to the prior quarter,
aggregate  average  selling  prices  increased  during  the   second
quarter. Product mix was favorable due to lower digital audio  sales
and  lower  sales into the distribution channel.  During the  second
quarter,  capacity was increased in the Tucson factory.   The  wafer
fab  began  seven  day operations and automatic test  equipment  was
added  in  the  Tucson and Atsugi factories and  at  subcontractors.
Lower  yields negatively impacted manufacturing cost.  For the first
six  months  of 1998, gross margin was 51.9% of revenue compared  to
50.0%  for  the same period in 1997.  Mix continues to shift  toward
higher  volume  products with lower average selling  prices  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.  Gross margin improvements should be realized if there
is an acceleration of revenue growth.

Operating   expense  growth  was  actively  constrained  given   the
uncertainty  in  demand.   During the  second  quarter,  hiring  was
deferred and expenses not essential to increasing revenue, improving
customer  service  or new product development were  postponed  until
later  in the year.  Total operating expenses at $22.3 million  were
only slightly above the prior quarter.  Sales, Marketing and General
&   Administrative    (SMG&A)   expenses   increased   by   $212,000
sequentially.   An  increase  in the momentum  of  the  new  product
development  efforts caused Research and Development (R&D)  expenses
to  increase by $160,000  over the first quarter of 1998.  At  $44.3
million,  operating  expenses  for the  first  six  months  of  1998
increased  by  11.2% on a revenue increase of 15.3%  over  the  same
period last year.  During the first six months of 1998, R&D spending
increased  by  30.4%  while  SMG&A spending  declined.   It  is  the
Company's  intention to maintain investment in R&D at  approximately
14%  of  revenue and to maintain SMG&A at 18%  or less  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 maintaining SMG&A expenses at levels consistent  with
industry practice.

Second  quarter  operating  income of  $12.2  million  or  18.4%  of
revenue,  improved by 19.2% over the second quarter of  1997.   This
improvement was due to operating leverage from increased revenue and
improved  gross margin and partially offset by a modest increase  in
operating  expenses.   As compared to the prior  quarter,  operating
income  declined due to lower revenue.  For the first six months  of
1998,  operating income increased by 37.2% on a revenue increase  of
15.3% over the same period in 1997.

Other  income,  primarily  interest income  on  invested  cash,  was
slightly  unfavorable to the same period last year due to net  costs
incurred  in our foreign exchange hedging strategy.  The net  effect
of  this  strategy  was  an  increase to net  income  of  more  than
$200,000. The full year 1998 tax rate is now expected to be 28.5% as
compared  to  the 1997 rate of 30%.  This reduction is  due  to  the
expanded  use of tax advantaged investment instruments  and  recent,
favorable Arizona state tax legislation.

As  compared  to last year, second quarter 1998 net  income  was  up
21.8%  on  a  6.4%  increase in revenue.  Year to date,  net  income
increased  by  36.9% on a revenue increase of 15.3%.  The  Company's
goal is to improve profit performance through continued 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.

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.   These contracts have historically  been  in
three  primary currencies:  Japanese Yen, British Pounds and  German
Marks.   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 half of 1997, the
effect  of  foreign exchange rate changes had approximately  a  4.1%
unfavorable impact on 1998 year to date revenue.

FINANCIAL CONDITION

The  Company's balance sheet remains sound.  At July 4, 1998,  cash,
cash  equivalents and investments increased by nearly $11.3  million
despite  capital expenditures of $12.4 million and  a  $5.3  million
increase in accounts receivable.

Net inventories declined by $3.1 million or 6.6% during the quarter.
This  decline was almost exclusively in externally purchased  items.
Inventory  of internally produced product increased as capacity  and
output  started  to  exceed demand.  The inventory  to  sales  ratio
declined  to  65%  from  68% last quarter,  continuing  a  trend  of
improving inventory utilization.

Accounts  receivable days sales outstanding lengthened  to  84  days
from  81  days in the preceding quarter.  Much of this  increase  is
driven by non-linearity of shipments, especially in Asia.

Capital expenditures totaled $8.0 million for the second quarter and
$12.4 million year to date.  A major portion of capital expenditures
target  automatic  test equipment, 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.  This  equipment  will  reduce  the
capacity  constraints  which impacted first quarter,  1998  revenue.
Capital  expenditures for the full 1998 year  are expected to  total
between $30 and $35 million.

At July 4, 1998, total debt was $16.2 million of which $1.7 million
was term debt.  This represented a $4.1 million increase over total
debt at  December 31, 1997.  All of the term 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 July 4,
1998, $14.5 million was borrowed against such credit facilities, or
such  credit  facilities  were  39.7%  utilized.  The current ratio
improved  from  2.95:1  at  December 31, 1997, to 3.53:1 at July 4,
1998.  The debt-to-equity  ratio  increased  slightly  from  .05 at
1997's  fiscal  year-end  to  .06  at  1998's  second  quarter-end.
Stockholder's equity  increased  by  $22.2  million  or  9.4%  from
December 31, 1997 to July 4, 1998, and increased by $10.4 million or
4.2% from April 4, 1998 to July 4, 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

The  Company  has commenced a Year 2000 date conversion  project  to
assess  possible  impact  of  Year  2000  Issues  on  its  business.
However,  the  major  operating internal  software  systems  of  the
Company  are  fairly  new and therefore Year  2000  compliant.   The
Company  is  looking at (a) its internal information  and  operating
systems,  and (b) possible effects on the Company of third  parties'
failure  to  fix  their  own Year 2000  Issues.   A  plan  has  been
formulated to convert other minor systems to be Year 2000 compliant.
The rest of the evaluation by the Company has not been completed and
expected  future costs cannot be estimated at this time.  There  can
be  no  assurance that Year 2000 compliance issues will not have  an
adverse affect on the Company's future operating results.




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. 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.  There can be no assurance  that
the recent economic instability in Japan and Southeast Asia will not
have  a material adverse effect on the Company's business, financial
condition,  cash  flows or operating results,  particularly  to  the
extent   that  this  instability  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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS

a.   The Annual Meeting of Shareholders was held April 24, 1998.

b.   The following Directors were elected to serve until the next
     Annual Meeting and until their successors are duly elected
     and qualified.  Total shares entitled to vote were 24,364,286
     with 22,629,226 shares voted  (93%).
   
     The Directors are as follows:

               NOMINEE                      FOR         WITHHELD

          Thomas R. Brown, Jr.           22,588,923      40,303
          Syrus P. Madavi                22,590,493      38,733
          John S. Anderegg, Jr.          22,585,895      43,331
          Francis J. Aguilar             22,588,623      40,603
          Marcelo A. Gumucio             22,589,368      39,858


c.   The shareholders approved an amendment to the Company's 1993
     Stock Incentive Plan to increase the authorized shares by an
     additional 3,000,000 shares.

     Voting on this resolution were 11,492,911 shares for,
     9,492,794 shares against, and 11,157 shares not voted.

d.   The shareholders approved the 1998 Employee Stock Purchase
     Plan.

     Voting on this resolution were 20,946,858 shares for, 32,264
     shares against, and 17,740 shares not voted.

e.   The shareholders approved the selection of Ernst & Young LLP
     as independent auditors for the Company for
     the ensuing fiscal year.

     Voting on this resolution were 22,610,262 shares for, 10,257
     shares against, and 8,707 shares not voted.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.      Exhibits


   27.  Financial Data Schedule.

b.      Reports  on  Form  8-K:  The Company did  not  file  any
        reports on Form 8-K during the quarter ended July 4, 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:   August 17, 1998