UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X
________ Annual Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (fee required)
For the Fiscal Year Ended December 31, 1995
or
________ Transition Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (no fee required)
For the Transition Period from to
Commission File No. 33-302059
BURR-BROWN CORPORATION FUTURE INVESTMENT TRUST
______________________________________________
(Plan title)
BURR-BROWN CORPORATION
______________________
(Name of Issuer)
6730 S. TUCSON BOULEVARD
TUCSON, ARIZONA 85706
________________________
(Principal Executive Office)
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
Attached hereto and incorporated herein and made a part hereof are the
following:
a) Financial Statements
1. Audited financial statements and schedules of the Burr-Brown
Corporation Future Investment Trust for the fiscal year ended December
31, 1995 and 1994.
b) Exhibits
1. Consent of Ernst & Young LLP, for incorporation by reference of
Form 11K into registrant's previously filed Registration Statement No. 33-
302059.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
BURR-BROWN CORPORATION
FUTURE INVESTMENT TRUST
Date: June 26, 1996 G. ROGER MYERS
__________________ _______________________
G. Roger Myers
Treasurer
and Chairman of Plan
Committee
<PAGE>
Financial Statements
and Supplemental Schedules
Burr-Brown Corporation Future Investment Trust
Years ended December 31, 1995 and 1994
with Report of Independent Auditors
<PAGE>
Burr-Brown Corporation Future Investment Trust
Financial Statements
and Supplemental Schedules
Years ended December 31, 1995 and 1994
Contents
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . 1
Financial Statements
Statements of Net Assets Available for Plan Benefits, with
Fund Information . . . . . . . . . . . . . . . . . . . . . . . ........ . . 2
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund Information. . . . . . . . . . . . . . . . . . . . . ..... . . . 3
Notes to Financial Statements. . . . . . . . . . . . . . . . . .. . . . 4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes. . .. . . . 11
Schedule of Reportable Transactions. . . . . . . . . . . . . . . . 12
<PAGE>
Report of Independent Auditors
Trustees and Participants
Burr-Brown Corporation Future Investment Trust
We have audited the accompanying statements of net assets
available for plan benefits of the Burr-Brown Corporation Future
Investment Trust as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan at December 31, 1995 and 1994, and the
changes in its net assets available for plan benefits for the years
then ended, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as
of December 31, 1995, and reportable transactions for the year
then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the financial statements. The
Fund Information in the statement of net assets available for plan
benefits, with fund information and the statement of changes in
net assets available for plan benefits, with fund information is
presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
May 21, 1996
Ernst & Young LLP
- -1-
<PAGE>
<TABLE>
Burr-Brown Corporation Future Investment Trust
Statements of Net Assets Available for Plan Benefits, with Fund
Information
<CAPTION>
December 31, 1995
Fund Information
Participant Partici-
Directed Stock pant
Funds Bonus Fund Loan Fund Total
___________ __________ _________ ___________
<S> <C> <C> <C> <C>
Assets
Investments at fair value
(Notes 2 and 3):
Mutual funds $19,068,024 $ - $ - $19,068,024
Burr-Brown Corporation
common stock 6,909,115 6,989,410 - 13,898,525
Unallocated insurance
contracts - - - -
Participant notes
receivable - - 703,961 703,961
Common trust funds 4,093,935 8,245 21,151 4,123,331
___________ __________ _________ ___________
Total investments 30,071,074 6,997,655 725,112 37,793,841
Receivables:
Receivable from Burr-Brown
Corporation - - - -
___________ __________ _________ ___________
Net assets available for
Plan Benefits $30,071,074 $6,997,655 $ 725,112 $37,793,841
<CAPTION>
December 30, 1994
Fund Information
Participant Partici-
Directed Stock pant
Funds Bonus Fund Loan Fund Total
___________ __________ _________ ___________
<S> <C> <C> <C> <C>
Assets
Investments at fair value
(Notes 2 and 3):
Mutual funds $11,566,493 $ - $ - $11,566,493
Burr-Brown Corporation
common stock 1,996,028 4,774,208 - 6,770,236
Unallocated insurance
contracts 2,330,102 - - 2,330,102
Participant notes
receivable - - 477,889 477,889
Common trust funds 22,234 8,039 47,845 78,118
___________ __________ _________ ___________
Total investments 15,914,857 4,782,247 525,734 21,222,838
Receivables:
Receivable from Burr-Brown
Corporation 507,378 - - 507,378
Interest receivable - - - -
___________ __________ _________ ___________
Total receivables 507,378 - - 507,378
___________ __________ _________ ___________
Net assets available for
Plan Benefits $16,422,235 $4,782,247 $ 525,734 $21,730,216
<FN>
See accompanying notes.
</FN>
- -2-
<PAGE>
Burr-Brown Corporation Future Investment Trust
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund Information
<CAPTION>
Year Ended December 31, 1995
Fund Information
Participant Partici-
Directed Stock pant
Funds Bonus Fund Loan Fund Total
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 2,595,116 $ - $ - $ 2,595,116
Employer 640,639 - - 640,639
Investment income 1,191,806 - 46,999 1,238,805
4,427,561 - 46,999 4,474,560
Deductions:
Benefits paid to
terminated participants 1,368,271 692,749 442,530 2,503,550
Administrative expenses 53,994 - - 53,994
___________ __________ __________
1,422,265 692,749 442,530 2,557,544
Realized gains (losses) on
investments (Note 3) 832,524 3,993,016 - 4,825,540
Net unrealized appreciation
(depreciation) in fair value
of investments (Note 3) 3,372,344 5,948,992 - 9,321,069
___________ __________ __________
Net additions (deductions) 7,210,164 9,248,992 (395,531) 16,063,625
Interfund transfers 6,438,675 (7,033,584) 594,909 -
Net assets available for
Plan benefits at beginning 16,422,235 4,782,247 525,734 21,730,216
of year
Net assets available for 30,071,074 6,997,655 725,112 37,793,841
Plan benefits at end
of year
<CAPTION>
Year Ended December 30, 1994
Fund Information
Participant Partici-
Directed Stock pant
Funds Bonus Fund Loan Fund Total
___________ __________ __________ ___________
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 2,435,507 $ - $ - $ 2,435,507
Employer 507,378 - - 507,378
Investment income 705,616 226 27,973 733,815
___________ __________ __________ ___________
3,648,501 226 27,973 3,676,700
Deductions:
Benefits paid to
terminated participants 714,481 171,985 378,740 1,265,206
Administrative expenses 67,527 - - 67,527
___________ __________ __________ ___________
782,008 171,985 378,740 1,332,733
Realized gains (losses) on
investments (Note 3) 14,910 (41,015) - (26,105)
Net unrealized appreciation
(depreciation) in fair value
of investments (Note 3) 645,995 2,559,724 - 3,205,719
___________ __________ __________
Net additions (deductions) 3,527,398 2,346,950 (350,767) 5,523,581
Interfund transfers (581,513) - 581,513 -
Net assets available for
Plan benefits at beginning
of year 13,476,350 2,435,297 294,988 16,206,635
___________ __________ __________
Net assets available for
Plan benefits at end
of year $16,422,235 $4,782,247 $ 525,734 $21,730,216
<FN>
See accompanying notes.
</FN>
</TABLE>
- -3-
<PAGE>
Burr-Brown Corporation Future Investment Trust
Notes to Financial Statements
December 31, 1995
1. Summary of Significant Accounting Policies
Accounting Method
The financial statements of the Burr-Brown Corporation (BBC)
Future Investment Trust (the Plan) are prepared on the accrual basis.
Valuation of Investments
Investments are stated at aggregate fair value. Mutual funds,
common trust funds, and shares of BBC common stock are valued
based on quoted sales price on the last business day of the Plan
year. Investments in unallocated insurance contracts are stated at
amounts equal to contributions made, plus accrued interest, less
benefits paid, which approximates market value. Participant notes
receivables are valued at cost, which approximates market value.
The cost of BBC stock sold or distributed, common trust funds
sold, and mutual funds sold is determined using the first-in first-
out method.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates.
2. Description of The Plan
The following description of the Plan provides only general
information. Participants should refer to the Summary Plan
Description of the Burr-Brown Corporation Future Investment
Trust and/or the Plan document for a more complete description
of the plan's provisions.
General
The Plan is a defined contribution plan which covers substantially
all employees immediately upon employment and provides for
retirement, death, and disability benefits. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Contributions
Each participant is entitled to make a pre-tax salary reduction
contribution from 1% to 15% of their eligible salary (1% to 10% of
eligible salary for highly compensated participants as defined
in the Plan document), subject to limits under the tax law.
Twenty-five percent of each participant's salary reduction
contribution is matched by BBC.
Participant Accounts
Eight accounts are maintained for each participant: an
Employee Deferral Contributions Account which contains
each participant's personal contributions through salary reduction;
a Company Matching Contributions Account which contains BBC's
matching contributions; a 1986 Profit Sharing Account and a Company
Profit Sharing Contributions Account which contain the participant's
share of BBC's discretionary contributions; a Stock Bonus Rollover
Account which contains each participant's share of funds transferred
from their Stock Bonus Account; a Rollover Account for each participant
who makes a rollover contribution (collectively the six accounts are
invested in accordance with participant's instructions
and presented as participant directed funds); a Loan Account; and a Stock
Bonus Account which contains the participant's share of BBC stock
transferred from a predecessor defined contribution plan to the Plan.
At the end of each quarter, the separate accounts are adjusted to reflect
each participant's share of the income and gain or loss experienced by
the applicable fund. The employer's matching contribution is credited
monthly to the participant's Company Matching Contributions Account.
The Board of BBC may, in its sole discretion, make a profit sharing
contribution which will be credited annually on the base of compensation
to the participant's Company Profit Sharing Contributions Account, if any,
for participants who are active employees as of year end. The Plan was
amended on July 1, 1995, to allow participants to transfer all or part of
their Stock Bonus Account into a Stock Bonus Rollover Account, which
could then be invested at the participant's direction as with other
participant directed funds. The opportunity for participants to initiate
these transfers expired on April 15, 1996.
Vesting
Each participant is 100% vested in their Employee Deferral Contributions
Account, 1986 Profit Sharing Account, Stock Bonus Rollover Account,
Stock Bonus Account and Rollover Account. Each participant is 25%
vested after one year of vesting service in his/her Company Profit Sharing
Contributions Account and Company Matching Contributions Account
with such vesting increasing by 25% for each year of vesting service
thereafter, until the participant is fully vested after four years. All
participants become fully vested in their accounts upon Plan
termination, death, disability (as defined in the Plan document)
and normal retirement age ( age 65).
Any forfeitures incurred by Plan participants are used to reduce
future Company contributions.
Payment of Benefits
On termination of service, a participant will receive a lump-sum
amount equal to the vested value of the Participant's account. The
Plan has an obligation to participants who terminated employment
with BBC and are yet to receive all of their benefits of $2,485,159 at
December 31, 1995, which will be paid in 1996.
Participant Notes Receivable
Participants may borrow from their Employee Deferral Contributions
and Rollover Accounts a minimum of $1,000 up to a
maximum of $50,000 or 50% of their vested funds. The loans are
collateralized by 50% of the balance credited to the participant's
accounts and bear interest at a rate commensurate with local prevailing
rates as determined quarterly by the Plan Administrator. Loan terms
range from 1 to 15 years and are paid ratably through payroll deductions
or, if payroll deductions are not possible, through quarterly installments.
Investment Options
The Employee Deferral Contributions Account, Company Matching
Contributions Account, Stock Bonus Rollover Account, Company Profit
Sharing Contributions Account, 1986 Profit Sharing Account and Rollover
Account are invested in the investment options listed in the table below at the
direction of the participant. The BBC Stock Fund represents funds
invested in shares of BBC common stock.
The Fixed Income Fund represents funds invested in guaranteed
Investment contracts. The Aggressive, Balanced, Conservative, and
Maximum Growth investment options consist of various mutual funds
offered by the Frank Russell Investment Company (Frank Russell) which
invest in domestic and international stocks, debt instruments, investment
contracts, and government securities. The mix of mutual funds in each
of these Frank Russell investment options is based on guidelines
established by the Plan Committee.
- -4-
<PAGE>
The following table summarizes the activities of the participant
directed funds for the years ended December 31:
<TABLE>
<CAPTION>
1995
Investment
Adminis- Income
trative and Net
Employee & Expenses Realized &
Balance at Employer and Unrealized Balance
Beginning Contribu- Benefits Gains and at End
of Year tions Paid (Losses) Transfers of Year
___________ ___________ __________ __________ _________
<S> <C> <C> <C> <C> <C> <C>
BBC Stock
Fund $ 2,031,935 $238,610 $ (283,225) $2,742,786 $2,179,009$ 6,909,115
Fixed Income
Fund 6,216,728 837,781 (446,740) 466,130 1,513,928 8,587,827
Aggressive
Fund 3,338,463 892,178 (380,837) 913,367 1,218,723 5,981,894
Balanced
Fund 2,371,831 518,011 (92,241) 554,476 641,761 3,993,838
Conservative
Fund 654,208 132,883 (115,506) 125,382 255,735 1,052,702
Maximum
Growth Fund 1,809,070 616,292 (103,716) 549,533 629,519 3,545,698
___________ __________ __________ __________ _________
$16,422,235 $3,235,755 $1,422,265) $5,396,674 $6,438,675 $30,071,074
1994
Investment
Adminis- Income
trative and Net
Employee & Expenses Realized &
Balance at Employer and Unrealized Balance
Beginning Contribu- Benefits Gains and at End
of Year tions Paid (Losses) Transfers of Year
___________ ___________ __________ __________ _________
<S> <C> <C> <C> <C> <C> <C>
BBC Stock
Fund $ 1,098,891 $ 180,946 $ (172,802) $1,028,821 $(103,921)$ 2,031,935
Fixed
Income Fund5,779,078 732,068 (275,341) 340,536 (359,613) 6,216,728
Aggressive
Fund 2,589,147 775,105 (78,257) 52 52,416 3,338,463
Balanced
Fund 1,982,439 583,026 (148,802) (11,760) (33,072) 2,371,831
Conservative
Fund 744,087 145,882 (60,596) (1,830) (173,335) 654,208
Maximum
Growth Fund1,282,708 525,858 (46,210) 10,702 36,012 1,809,070
___________ __________ __________ __________ _________
$13,476,350 $2,942,885 $ (782,008) $1,366,521 $(581,513) $16,422,235
</TABLE>
- -5-
<PAGE>
3. Investments
The following table represents the fair values of investments as determined
by quoted market value at December 31, 1995 and 1994, and the net
realized and unrealized appreciation or depreciation in each year then
ended:
1995
:
Net Realized & Fair Value at
Unrealized Appreciation End of Year
During the Year
Mutual Funds $ 1,462,973 $19,068,024
Burr-Brown Common Stock 12,683,636 13,898,525
Unallocated Insurance Contracts - -
Participant notes receivable - 703,961
Common Trust Funds - 4,123,331
====================================================
$14,146,609 $37,793,841
1994
Net Realized and
Unrealized Appreciation
(Depreciation) During
the Year Fair Value at End of Year
Mutual Funds $ (367,430) $11,566,493
Burr-Brown Common Stock 3,547,044 6,770,236
Unallocated Insurance Contracts - 2,330,102
Participant notes receivable - 477,889
Common Trust Funds - 78,118
=====================================================
$3,179,614 $21,222,838
Net realized and unrealized appreciation (depreciation) for the years ended
December 31 were comprised of the following:
1995
Mutual Burr-Brown
Funds Common Stock
Realized gains (losses):
Market value of sales
and distributions $2,828,450 $ 6,205,212
Cost of sales and
distributions 2,819,545 1,388,577
8,905 4,816,635
Unrealized gains (losses):
Beginning of year (554,033) 1,770,876
End of year 900,035 9,637,877
1,454,068 7,867,001
$1,462,973 $12,683,636
1994
Mutual Burr-Brown
Funds Common Stock
Realized gains (losses): $2,633,076 $ 238,244
Market value of sales
and distributions 2,649,561 247,864
Cost of sales and
distributions (16,485) (9,620)
Unrealized gains (losses): (203,088) (1,785,788)
Beginning of year (554,033) 1,770,876
End of year (350,945) 3,556,664
$ (367,430) $ 3,547,044
- -6-
<PAGE>
The fair value of individual investments that represent 5% or more
of the Plan's net assets are as follows:
December 31
1995 1994
Mutual Funds:
Frank Russell Investment Company:
Equity I Fund
(88,361 and 61,616 shares) $ 2,676,048 1,424,352
Equity Q Fund
(82,131 and 59,527 shares) 2,496,793 1,454,237
Fixed Income III Fund
(224,079 and 145,056 shares) 2,316,981 1,359,179
Investment Contract Fund
(338,456 and 244,479 shares) 5,600,613 3,754,977
Unallocated Insurance Contracts:
New York Life Insurance
Company (9.5% yield) - 1,968,041
Common Stock:
Burr-Brown Corporation
(541,911 and 755,274 shares) 13,898,525 6,770,236
Common Trust Fund:
First Interstate Bank
Employee Benefit
Reserve Fund (4,123,331 and 78,118 shares) 4,123,331 78,118
The 1994 Burr-Brown Corporation common share amount of
755,274 has been restated to reflect a 3-for-2 stock split which
occurred in May 1995.
4. Income Tax Status
The Internal Revenue Service has issued a determination letter
dated April 13, 1988 that the Plan qualifies, in form, under
Section 401(a) of the Internal Revenue Code of 1986, as amended
(the Code) and the underlying trust is, therefore, exempt from
federal income tax under Section 501(a) of the Code. The Plan is
required to operate in accordance with the Code to maintain its
tax qualification. The Plan administrator is not aware of any
course of actions or series of events that have occurred which
might adversely affect the Plan's qualified status.
- -7-
<PAGE>
5. Agreements and Transactions with Parties-In-Interest
The Plan maintains investments in BBC's common stock held in each
applicable participant's Stock Bonus Account and Messrs.
Thomas R. Brown, Jr. and John L. Carter are trustees of such
plan assets. First Interstate Bank of Arizona serves as trustee of
the Plan for all plan assets except those held in the Stock Bonus Account.
Fund management fees are paid out of Plan assets, all other
administrative fees are paid for by BBC.
- -8-
<PAGE>
<TABLE>
Burr-Brown Corporation Future Investment Trust
Schedule of Assets Held for Investment Purposes
<CAPTION>
December 31, 1995
Identity of Issuer Description of Investment
Cost Current Value
<S> <C> <C> <C>
Mutual Funds:
Frank Russell Investment Company:
Equity I Fund 88,361 shares $ 2,529,743 $ 2,676,048
Equity II Fund 48,869 shares 1,379,000 1,411,339
Equity III Fund 25,810 shares 723,248 751,316
Equity Q Fund 82,131 shares 2,262,087 2,496,793
Fixed Income I Fund 46,163 shares 990,696 996,665
Fixed Income II Fund 8,144 shares 151,722 151,071
Fixed Income III Fund 224,079 shares 2,280,290 2,316,981
International Fund 44,020 shares 1,611,815 1,596,151
Emerging Markets Fund 35,821 shares 427,971 399,767
Real Estate Securities Fund 28,553 shares 673,744 671,280
Investment Contract Fund 338,456 shares 5,137,673 5,600,613
=====================================================
18,167,989 19,068,024
Common Stock:
Burr-Brown Corporation * 541,911 shares 4,260,648 13,898,525
Participant notes receivable:
Varying amounts and terms various 703,961 703,961
Common Trust Fund:
First Interstate Bank * Employee Benefit Reserve Fund
4,123,331 shares 4,123,331 4,123,331
====================================================
$27,255,929 $37,793,841
<FN>
* Party-in-interest
</FN>
</TABLE>
- -9-
<PAGE>
<TABLE>
Burr-Brown Corporation Future Investment Trust
Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Identity of Party Involved Description of Assets Purchase Price
<S> <C> <C>
i)A single transaction involving
investments in excess of 5% of
current value of Plan assets at the
beginning of the year:
New York Life Insurance Company:
Guaranteed Investment Contract 9.5% matured on 6/30/95 $ -
Burr Brown Common Stock * Sale of 51,592 shares -
Burr Brown Common Stock * Sales of 61,600 shares -
iii) A series of transactions with respect to securities of the same issue
which amount in the aggregate to more than 5% of current value of total
Plan assets at the beginning of the year:
Frank Russell Investment Company:
Investment Contract Fund 50 purchases of 2,439,332
145,350.411 shares
Burr Brown Common Stock * 26 sales of --
168,723 shares
Identity of Party Involved Selling Price Expenses Cost of Asset
Incurred with
Transaction
<S> <C> <C> <C>
i)A single transaction involving investments in excess of 5% of the
current value of Plan assets at the beginning of the year:
New York Life Insurance Company:
Guaranteed Investment Contract $2,058,634 $ - $2,058,634
Burr Brown Common Stock * 1,573,556 - 257,960
Burr Brown Common Stock * 2,103,640 - 308,000
iii) A series of transactions with respect to securities of the same issue
which amount in the aggregate to more than 5% of current value of total
Plan assets at the beginning of the year:
Frank Russell Investment Company:
Investment Contract Fund $ - $ - 2,439,332
Burr Brown Common Stock * 5,003,149 - 889,312
Identity of Party Involved Current Value
of Asset on
Transaction Date Net Gain
i)A single transaction involving investment
in excess of 5% of the current value of Plan
assets at the beginning of the year:
New York Life Insurance Company:
Guaranteed Investment Contract $2,058,634 $ -
Burr Brown Common Stock * 1,573,556 1,315,596
Burr Brown Common Stock * 2,103,640 1,795,640
iii) A series of transactions with respect to securities of the same issue
which amount in the aggregate to more than 5% of current value of total Plan
assets at the beginning of the year:
Frank Russell Investment Company:
Investment Contract Fund 2,439,332 -
Burr Brown Common Stock * 5,003,149 4,113,837
<FN>
*Party-in-interest
There were no transactions under categories ii) or iv) in 1995.
</FN>
</TABLE>
- -10-
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-302059) pertaining to the Burr-
Brown Corporation Future Investment Trust of our report dated
May 21, 1996, with respect to the financial statements and
schedules of the Burr-Brown Corporation Future Investment Trust
included in this Annual Report (Form 11-K) for the year ended
December 31, 1995.
ERNST & YOUNG LLP
Tucson, Arizona
June 19, 1996
