SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 11
Burr-Brown Corporation
Common Stock
122574 10 6
Check the following box if a fee is being paid with this
statement. / /. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities and Exchange Act of 1934 ("Act") or otherwise
subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 7 Pages
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CUSIP NO. 122574 10 6 13G Page 2 of 7 Pages
1 Name of Reporting Person
SS or IRS Identification No of above person
SARAH M. BROWN SMALLHOUSE
86 609 2134
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) XX
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
17,132
6 Shared Voting Power
972,142 shares through Voting
Trust Dated 10/3/88
7 Sole Dispositive Power
17,132
8 Shared Dispositive Power
5,308,726 shares through Limited
Partnership Agreement dated 10/7/88
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,325,858
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
32.7%
12 Type of Reporting Person
I.N.
<PAGE>
CUSIP NO. 122574 10 6 13G Page 3 of 7 Pages
1 Name of Reporting Person
SS or IRS Identification No of above person
MARY B. BROWN
86 609 2135
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) XX
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
17,132
6 Shared Voting Power
972,142 shares through Voting
Trust Dated 10/3/88
7 Sole Dispositive Power
17,132
8 Shared Dispositive Power
5,308,726 shares through Limited
Partnership Agreement dated 10/7/88
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,325,858
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
32.7%
12 Type of Reporting Person
I.N.
<PAGE>
CUSIP NO. 122574 10 6 13G Page 4 of 7 Pages
1 Name of Reporting Person
SS or IRS Identification No of above person
THOMAS R. BROWN, JR.
033 20 6270
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) XX
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
4,486,584 shares through Voting
Trust dated 10/3/88
6 Shared Voting Power
-0-
7 Sole Dispositive Power
150,000
8 Shared Dispositive Power
5,308,726 shares through Limited
Partnership Agreement dated 10/7/88
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,458,726
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
33.5%
12 Type of Reporting Person
I.N.
<PAGE>
CUSIP NO. 122574 10 6 13G Page 5 of 7 Pages
Item 1(a) Burr-Brown Corporation
Item 1(b) 6730 South Tucson Boulevard
Tucson, Arizona
Item 2(a) Thomas R. Brown, Jr.
Trust (under the last will and testament of Helen
M. Brown for the benefit of Sarah M. Brown
Smallhouse)
Trust (under the last will and testament of Helen
M. Brown for the benefit of Mary B. Brown)
Mary B. Brown
Sarah M. Brown Smallhouse
Item 2(b) 6730 South Tucson Boulevard
Tucson, Arizona 85734
Item 2(c) U.S.A.
Item 2(d) Common Stock
Item 2(e) CUSIP No. 122574 10 6
Item 3 Not Applicable
Item 4(a) As of 12/31/95,the following shares of Burr-Brown
Corporation Common Stock (the "Shares") were held of
record:
--Thomas R. Brown, Jr., 150,000 Shares
--Mary B. Brown, 17,132 Shares
--Sarah M. Brown Smallhouse, 17,132 Shares
-- Brown Investment Management Limited Partnership,
5,308,726 Shares. The Shares in the Limited Partnership
were beneficially owned by the reporting persons and
were subject to a limited partnership agreement and two
voting trust agreements, described as follows:
--Brown Investment Management Limited Partnership
Agreement dated October 7, 1988 among Thomas R. Brown,
Jr., Mary B. Brown and Sarah M. Brown Smallhouse, as
General Partners, and Thomas R. Brown, Jr., Mary B.
Brown, Sarah M. Brown Smallhouse, Thomas R. Brown, Jr. as
Trustee under testamentary trust of Helen M. Brown FBO
Mary B. Brown, and Thomas R. Brown, Jr. as Trustee under
the testamentary trust of Helen M. Brown FBO Sarah M.
Brown Smallhouse, as Limited Partners (the "Partnership
Agreement").
<PAGE>
CUSIP NUMBER 122574 10 6 13G PAGE 6 OF 7
Under the Partnership Agreement, the General Partners
have shared dispositive power over the Shares. The
Shares have been contributed to the Limited Partnership,
subject to the voting restrictions of the two voting
trust agreements.
--Voting Trust Agreement dated October 3, 1988 among
Thomas R. Brown, Jr., individually, Thomas R. Brown, Jr.,
as Trustee under testamentary trusts of Helen M. Brown
FBO Mary B. Brown and Sarah M. Brown Smallhouse, as
shareholders, and Thomas R. Brown, Jr., as Trustee
("Trust I"). Under Trust I, Thomas R. Brown, Jr., as
Trustee, has sole voting power over 4,336,584 Shares.
--Voting Trust Agreement dated October 3, 1988 and
Amendment dated December 17, 1992 among Mary B. Brown and
Sarah M. Brown Smallhouse, as shareholders, and Mary B.
Brown, Sarah M. Brown Smallhouse and John S. Anderegg,
Jr. as Trustees ("Trust II"). Under Trust II, the
Trustees have shared voting power over 972,142 of the
Shares.
Taking into account the relative partnership interests in the
Limited Partnership, the Shares are beneficially held, as follows:
--Thomas R. Brown, Jr. has direct beneficial ownership of
1,983,898 Shares, all of which are subject to Trust I;
--Mary B. Brown has direct beneficial ownership of
458,546 Shares, which are subject to Trust II;
--Sarah M. Brown Smallhouse has direct beneficial
ownership of 513,596 Shares (including 38,035 Shares which
she holds as custodian for her son, Thomas Stuart Smallhouse
and 18,215 Shares which she holds as custodian for her
daughter, Laura Graham Smallhouse) all of which are subject to
Trust II.
--Thomas R. Brown, Jr. holds 1,176,343 Shares as Trustee
under the testamentary trust of Helen M. Brown for the
benefit of Mary B. Brown, all of which are subject to
Trust I. The Shares subject to this testamentary trust
have been included in the beneficial ownership report filed
for Mr. Brown, and a separate beneficial ownership report
for such trust has not been filed as part of this Schedule
13G; and
--Thomas R. Brown, Jr. holds 1,176,343 Shares as Trustee
under the testamentary trust of Helen M. Brown for the
benefit of Sarah M. Brown Smallhouse, all of which are
subject to Trust I. The Shares subject to this testamentary
trust have been included in the beneficial ownership report
filed for Mr. Brown, and a separate beneficial ownership report
for such trust has not been filed as part of this Schedule 13G;
and
<PAGE>
CUSIP NUMBER 122574 10 6 13G PAGE 7 OF 7
Item 4(b) The Shares held by the Limited Partnership represent
32.6% of the outstanding Common Stock of Burr-Brown
Corporation as of December 31, 1995. In total, the Shares
held by Thomas R. Brown, Jr., Mary B. Brown, and Sarah M. Brown
Smallhouse, individually represent 1.1% of the outstanding
Common Stock of Burr-Brown Corporation as of December 31, 1995.
Item 4(c) Voting and dispositive power over the Shares is held as
follows:
--Thomas R. Brown holds sole power to vote and dispose of 150,000
Shares
--Mary B. Brown holds sole power to vote and dispose of 17,132
Shares
--Sarah M. Brown Smallhouse holds sole power to vote and dispose of
17,132 Shares
--Thomas R. Brown, Jr. holds sole power to vote or direct the vote
with respect to 4,336,584 Shares pursuant to Trust I;
--Mary B. Brown and Sarah M. Brown Smallhouse have shared power to
vote with respect to 972,142 Shares pursuant to Trust II;
--Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse
have shared dispositive power over the 5,308,726 Shares held in the
Limited Partnership.
Item 5 Not Applicable
Item 6 Not Applicable
Item 7 Not Applicable
Item 8 Not Applicable
Item 9 Not Applicable
Item 10 By signing below I certify that to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
After reasonable inquiry and to the best of my knowledge
and belief I certify that the information set forth in
this statement is true, complete and correct.
_____________________________ _______________________________
Thomas R. Brown, Jr. Thomas R. Brown, Jr., as Trustee of
Trust Agreement dated October 3,
1988 under the last will and
testament of Helen M. Brown for the
benefit of Mary B. Brown.
_____________________________ _______________________________
Sarah M. Brown Smallhouse Thomas R. Brown, Jr., as Trustee
by Thomas R. Brown, Jr. of Trust Agreement dated October
as Attorney in fact 3, 1988, under the last will and
testament of Helen M. Brown for the
benefit of Sarah M. Brown
_____________________________ Smallhouse
Mary B. Brown by Thomas R.
Brown, Jr., as Attorney in fact February 14, 1996
