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).
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
112,435
6 Shared Voting Power*
7,072,420 shares through Limited Partnership
Agreement dated 10/7/88
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Mary B. Brown
of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Sarah M. Brown
Smallhouse, of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
7 Sole Dispositive Power*
112,435
8 Shared Dispositive Power
7,072,420 shares through Limited Partnership
Agreement dated 10/7/88
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Mary B. Brown
of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Sarah M. Brown
Smallhouse, of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,284,855
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
30.1%
12 Type of Reporting Person
I.N.
*Does not include 2500 shares held by David C. Smallhouse,
her spouse, and Sarah M. Brown Smallhouse disclaims beneficial
ownership of the shares.
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
95,741
6 Shared Voting Power
7,072,420 shares through Limited Partnership
Agreement dated 10/7/88
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Mary B. Brown
of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Sarah M. Brown
Smallhouse of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
7 Sole Dispositive Power
95,741
8 Shared Dispositive Power
7,072,420 shares through Limited Partnership
Agreement dated 10/7/88
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Mary B. Brown
of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Sarah M. Brown
Smallhouse of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,268,161
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
30.0%
12 Type of Reporting Person
I.N.
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
373,286
6 Shared Voting Power
7,072,420 shares through Limited Partnership
Agreement dated 10/7/88
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Mary B. Brown
of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Sarah M. Brown
Smallhouse of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
7 Sole Dispositive Power
373,286
8 Shared Dispositive Power
7,072,420 shares through Limited Partnership
Agreement dated 10/7/88
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Mary B. Brown
of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Sarah M. Brown
Smallhouse of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,545,706
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
31.2%
12 Type of Reporting Person
I.N
1 Name of Reporting Person
SS or IRS Identification No of above person
BROWN INVESTMENT MANAGEMENT LIMITED PARTNERSHIP
86-0619423
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
7,072,420
6 Shared Voting Power
0
7 Sole Dispositive Power
7,072,420
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,072,420
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
29.2%
12 Type of Reporting Person
Partnership
Item 1(a) Burr-Brown Corporation
Item 1(b) 6730 South Tucson Boulevard
Tucson, Arizona
Item 2(a) Thomas R. Brown, Jr.
Mary B. Brown
Sarah M. Brown Smallhouse
Brown Investment Management Limited Partnership
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 12/31/97 the following shares of Burr-Brown
Corporation Common Stock (the "Shares) were held of
record:
- --Thomas R. Brown, Jr., 373,286 Shares
- --Mary B. Brown, 95,741 Shares
- --Sarah M. Brown Smallhouse, 95,414 Shares
- --50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Mary B. Brown
of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
- --50,000 shares held under the testamentary trust of
Helen Mason Brown for the benefit of Sarah M. Brown
Smallhouse of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
- --Brown Investment Management Limited Partnership,
7,072,420 Shares. The Shares in the Limited
Partnership were beneficially owned by the
reporting persons and were subject to a limited
partnership agreement 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").
Under the Partnership Agreement, the General Partners
have shared voting and dispositive power over the
Shares.
Item 4(b) The Shares held by the Limited Partnership represent
29.2% of the outstanding Common Stock of Burr-Brown
Corporation as of December 31, 1997. In total, the
Shares held by Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse individually represent 2.4%
of the outstanding Common Stock of Burr-Brown
Corporation as of December 31, 1997.
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 373,286 Shares
- --Mary B. Brown holds sole power to vote and dispose of
95,741 Shares
- --Sarah M. Brown Smallhouse holds sole power to vote
and dispose of 112,435 Shares
- --Thomas R. Brown, Jr., Mary B. Brown and Sarah M.
Brown Smallhouse have shared voting and dispositive
power over the 7,072,420 Shares held in the Limited
Partnership.
- --Thomas R. Brown, Jr., Mary B. Brown and Sarah M.
Brown Smallhouse have shared voting and dispositive
power over the 50,000 Shares held under the
testamentary trust of Helen Mason Brown for the
benefit of Mary B. Brown of which Thomas R. Brown,
Jr., Mary B. Brown and Sarah M. Brown Smallhouse
are Co-Trustees
- --Thomas R. Brown, Jr., Mary B. Brown and Sarah M.
Brown Smallhouse have shared voting and dispositive
power over the 50,000 shares held under the
testamentary trust of Helen Mason Brown for the
benefit of Sarah M. Brown Smallhouse of which
Thomas R. Brown, Jr., Mary B. Brown and Sarah M.
Brown Smallhouse are Co-Trustees
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
_____________________________
Thomas R. Brown, Jr., as February 13, 1998
General Partner, Brown Investment
Management Limited Partnership
