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 9 Pages
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CUSIP NO. 122574 10 6 13G PAGE 2 OF 9 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
976,428 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
33.5%
12 Type of Reporting Person
I.N.
<PAGE>
CUSIP NO. 122574 10 6 13G PAGE 3 OF 9 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
976,428 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
33.5%
12 Type of Reporting Person
I.N.
<PAGE>
CUSIP NO. 122574 10 6 13G PAGE 4 OF 9 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
4,332,298 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
34.4%
12 Type of Reporting Person
I.N.
<PAGE>
CUSIP NO. 122574 10 6 13G PAGE 5 OF 9
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 12/31/96 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:
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CUSIP NO. 122574 10 6 13G PAGE 6 OF 9 PAGES
--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").
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 4,332,298 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 976,428
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 1,979,612 Shares, all of which are subject to Trust
I;
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CUSIP NO. 122574 10 6 13G PAGE 7 OF 9 PAGES
--Mary B. Brown has direct beneficial ownership of
459,617 Shares which are subject to Trust II;
--Sarah M. Brown Smallhouse has direct beneficial
ownership of 516,811 Shares (including 39,107 Shares
which she holds as custodian for her son, Thomas Stuart
Smallhouse and 19,287 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
Item 4(b) The Shares held by the Limited Partnership represent
33.5% of the outstanding Common Stock of Burr-Brown
Corporation as of December 31, 1996. 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, 1996.
Item 4(c) Voting and dispositive power over the Shares is held as
follows:
--Thomas R. Brown, Jr. holds sole power to vote and
dispose of 150,000 Shares
<PAGE>
CUSIP NO. 122574 10 6 13G PAGE 8 OF 9 PAGES
--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 4,332,298 Shares
pursuant to Trust I;
--Mary B. Brown and Sarah M. Brown Smallhouse have
shared power to vote with respect to 976,428 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.
<PAGE>
CUSIP NO. 122574 10 6 13G PAGE 9 OF 9 PAGES
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 13, 1997
