BURR BROWN CORP
DEF 14A, 1999-03-12
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>1


                           SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the 
                        Securities Exchange Act of 1934 

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only 
    (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 
    Rule 14a-11(c) or Rule 14a-12

                         Burr-Brown Corporation
           Name of the Registrant as Specified In Its Charter
                         Burr-Brown Corporation
                (Name of Person(s) Filing Proxy Statement, 
                      if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 
    14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies: 
2. Aggregate number of securities to which transaction applies: 
3. Per unit price or other underlying value of transaction computed pursuant to
   Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is 
   calculated and state how it was determined): 
4. Proposed maximum aggregate value of transaction: 
5. Total fee paid: 

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act 
    Rule 0-11(a)(2) and identify the filing for which the 
    offsetting fee was paid previously. Identify the previous filing by 
    registration statement number, or the Form or Schedule and the date of its
    filing.

1. Amount Previously Paid: 
2. Form, Schedule or Registration Statement No.: 
3. Filing Party: 
4. Date Filed: 

<PAGE> 2

                           BURR-BROWN CORPORATION
                        6730 South Tucson Boulevard
                          Tucson, Arizona  85706

                        NOTICE AND PROXY STATEMENT FOR
                        ANNUAL MEETING OF STOCKHOLDERS
                   TO BE HELD ON APRIL 23, 1999 AT 9:00 AM

	
You are hereby notified that the 1999 Annual Meeting of Stockholders of Burr-
Brown Corporation (the "Company") will be held April 23, 1999, at 9:00 a.m. at
the principal executive offices of the Company, 6730 South Tucson Boulevard,
Tucson, Arizona 85706, to consider and act upon the following matters:

1. To elect five members to the Board of Directors to serve until the next 
   annual meeting of shareholders and until their successors are elected;

2. To ratify the selection of Ernst & Young LLP to serve as independent 
   auditors for the Company for the year ending December 31, 1999; and

3. To transact such other business as may properly come before the meeting.

Only stockholders of record on the books of the Company at the close of 
business on March 1, 1999 will be entitled to vote at the meeting.  Whether or
not you expect to attend the meeting personally, please be sure to date, sign, 
and return the enclosed proxy in the stamped envelope provided.

A copy of the Company's 1998 Annual Report to Stockholders is enclosed.  
Management cordially invites you to attend the Annual Meeting.

                            By Order of the Board of Directors,

							
                            Bradley S. Paulson
                            Secretary & General Counsel

Tucson, Arizona
March 10, 1999


                                 IMPORTANT

A Proxy Statement and Proxy Card are submitted herewith.  The enclosed envelope
for return of the proxy requires no postage if mailed in the U.S.A. or Canada.
Stockholders attending the meeting may personally vote on all matters which are
considered, in which event the signed proxy may be revoked.  ALL STOCKHOLDERS 
ARE URGED TO COMPLETE AND MAIL THE PROXY PROMPTLY WHETHER OR NOT THEY PLAN TO
ATTEND THE MEETING IN PERSON.  IT IS IMPORTANT THAT YOUR SHARES BE VOTED.

<PAGE> 3

 
                             BURR-BROWN CORPORATION
                          6730 South Tucson Boulevard
                            Tucson, Arizona  85706

                                PROXY STATEMENT

GENERAL

This  Proxy Statement and accompanying Proxy Card are furnished in connection 
with the solicitation by the Board of Directors of Burr-Brown Corporation, a 
Delaware corporation (the "Company" or "Burr-Brown"), of proxies to be voted at
the Annual Meeting of Stockholders to be held on April 23, 1999 (the "Annual 
Meeting"), or at any adjournment or postponement thereof, for the purposes set 
forth in the accompanying Notice of Annual Meeting of Stockholders.  
The Annual Meeting will be held at 9:00 a.m. at the principal executive offices
of the Company located at 6730 South Tucson Boulevard, Tucson, Arizona  85706.
It is anticipated that this Proxy Statement and the enclosed Proxy Card will
be first mailed to stockholders on or about March 10, 1999.

VOTING RIGHTS

The close of business on March 1, 1999 was the record date for stockholders 
entitled to notice of and to vote at the Annual Meeting and any adjournments 
thereof.  As of March 1, 1999, the Company had  36,702,364 shares of its common
stock outstanding and entitled to vote at the Annual Meeting.  Each holder of 
shares of common stock is entitled to one vote for each share of common stock 
held on the record date on each of the proposals presented in this Proxy 
Statement.  There is no cumulative voting in the election of directors.

REVOCABILITY AND VOTING OF PROXIES

Any person giving a proxy has the power to revoke it at any time before its 
exercise.  A proxy may be revoked by filing with the Secretary of the Company 
an instrument of revocation or a duly executed proxy bearing a later date, or 
may be revoked by attending the Annual Meeting and voting in person.  When a 
proxy is returned properly signed, the shares represented thereby will be voted
as directed by the persons named in the proxies.  If a proxy is returned without
specifying choices, the shares will be voted "FOR" the directors named in
proposal 1, "FOR" proposal 2 and in the proxy holder's discretion for any
other matters properly under consideration at the Annual Meeting.  Abstentions
and broker non-votes are each included in the determination of the number of
shares present for quorum purposes.Abstentions are counted in tabulations of
the votes cast on proposals presented to stockholders and are treated as 
negative votes, whereas broker non-votes are not counted for purposes of 
determining whether a proposal has been approved.

SOLICITATION OF PROXIES

The Company will bear the cost of solicitation of proxies.  Copies of 
solicitation material will be furnished to brokerage houses, fiduciaries, 
and custodians holding shares in their names that are beneficially owned 
by others to forward to such beneficial owners.  The Company may reimburse 
such persons for their costs of forwarding the solicitation material to such
beneficial owners.  The original solicitation of proxies by mail may be 
supplemented by solicitation by telephone, telegram, or other means by 
directors, officers, employees or agents of the Company.  No additional
compensation will be paid to these individuals for any such services.


<PAGE> 4

        SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information as of March 1, 1999, with 
the exception of information regarding J.W. Seligman & Co., Inc., T. Rowe Price
& Associates, Massachusetts Financial Services, and Warburg, Pincus Asset 
Management, Inc., which are stated as of December 31, 1998, regarding the 
ownership of the Company's common stock by (i) all persons known by the Company
to be beneficial owners of five percent (5%) or more of its outstanding common 
stock, (ii) each director of the Company,including those who are nominees
for election to the Board at the Annual Meeting, (iii) each of the executive 
officers named in the Summary Compensation Table, and (iv) all executive 
officers and directors of the Company as a group.

<TABLE>
<CAPTION>

                              Amount and Nature of 
                            Beneficial Ownership (1)

                             Number of  Percent of
Name of Beneficial Owner      Shares       Class

<S>                             <C>          <C>

Thomas R. Brown, Jr. (2)    10,862,154(3)    29
Director and Chairman 
Emeritus

Francis J. Aguilar, (2)         37,125(4)     *
Director 

John S. Anderegg, Jr. (2)      153,348(4)     *
Director

Marcelo A. Gumucio (2)          45,850(5)     *
Director

Syrus P. Madavi (2)            497,956(6)     1
Chairman, President, 
CEO & Director

Kenneth G. Wolf (2)             55,651(7)     *
Executive Vice President	

J. Scott Blouin (2)             33,150(8)     *
CFO

Bryan Rooney (2)                49,062(9)     *
Vice President, Sales

All Current Directors      11,734,296(10)    32
and Current Executive 
Officers as a Group 
(8 persons)

J.W. Seligman & Co.,Inc.    3,814,092(11)    10
Mr. William C. Morris
100 Park Avenue
New York, NY  10017

T. Rowe Price & Associates  3,200,700(12)     9
100 East Pratt Street
Baltimore, MD  21202

Massachusetts Financial    l2,299,159         6
Services
500 Boylston St., 15th Floor
Boston, MA  02116

Warburg, Pincus Asset       2,065,274         6
Management, Inc.
466 Lexington Avenue
New York, NY  10017

</TABLE>


*  less than one (1%) percent of the outstanding common stock.

<PAGE> 5

(1) Percentage of beneficial ownership is calculated assuming 36,702,364 
shares of common stock were outstanding on March 1, 1999.  This percentage 
also includes common stock of which such individual or entity has the right 
to acquire beneficial ownership either currently or within sixty (60) days 
after March 1, 1999, including but not limited to the exercise of an option; 
however, such common stock is not deemed outstanding for the purpose of 
computing the percentage owned by any other individual or entity.  Such
calculation is required by General Rule 13d-3(d)(1)(i) under the Securities 
Exchange Act of 1934.  Unless otherwise indicated, each of the beneficial
owners named in the table has sole voting and investment power with respect
to all shares indicated as owned by them, subject to applicable community
property laws.

(2) Unless otherwise indicated, the address of each person or entity listed
is Burr-Brown Corporation, 6730 South Tucson Blvd., Tucson, Arizona 85706.

(3) Represents 10,061,488 shares held by Brown Investment Management Limited 
Partnership, of which Mr. Brown is a General Partner and pursuant to which 
he shares dispositive power over these shares.  Additionally, includes 
782,666 shares held by Mr. Brown, individually.  Of these shares, Mr. Brown
has sole dispositive power. Also includes 18,000 shares subject to options
granted pursuant to the Company's Stock Incentive Plan which are currently
exercisable or which will become exercisable within sixty (60) days after
March 1, 1999.

(4) Includes 33,750 shares subject to options granted pursuant to the 
Company's Stock Incentive Plan which are currently exercisable or which 
will become exercisable within sixty (60) days after March 1, 1999.

(5) Includes  27,000 shares subject to options granted pursuant to the 
Company's Stock Incentive Plan which are currently exercisable or which 
will become exercisable within sixty (60) days after March 1, 1999.

(6) Includes  301,000 shares subject to options granted pursuant to the 
Company's Stock Incentive Plan which are currently exercisable or which 
will become exercisable within sixty (60) days after March 1, 1999.
  
(7) Includes  55,312 shares subject to options granted pursuant to the 
Company's Stock Incentive Plan which are currently exercisable or which 
will become exercisable within sixty (60) days after March 1, 1999.
  
(8) Includes  33,150 shares subject to options granted pursuant to the 
Company's Stock Incentive Plan which are currently exercisable or which 
will become exercisable within sixty (60) days after March 1, 1999.

(9) Includes  47,250 shares subject to options granted pursuant to the 
Company's Stock Incentive Plan which are currently exercisable or which 
will become exercisable within sixty (60) days after March 1, 1999.
  
(10) Includes  515,462 shares subject to options granted to directors and 
officers pursuant to the Company's Stock Incentive Plan which are currently
exercisable or which will become exercisable within sixty (60) days after 
March 1, 1999.  Also includes  10,061,488 shares held by Brown Investment
Management Limited Partnership, of which Mr. Brown is a General Partner, 
as described in Note (3) above.

(11) Includes shares deemed to be beneficially owned by Mr. William C. 
Morris by reason of his shared dispositive and voting power.

(12) These securities are owned by various individual and institutional 
investors which T. Rowe Price Associates, Inc. (Price Associates) serves as 
investment adviser with power to direct investments and/or sole power to 
vote the securities.  For purposes of the reporting requirements of the 
Securities Exchange Act of 1934, Price Associates is deemed to be a 
beneficial owner of such securities; however, Price Associates expressly 
disclaims that it is,  in fact, the beneficial owner of such securities. 

<PAGE> 6

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

At the Annual Meeting, five (5) directors will be elected, each to hold 
office until the next annual meeting of stockholders and until a successor 
for such director is elected and has been qualified, or until the death, 
resignation, or removal of such director.  There are five (5) nominees for 
election to the Board, each of  whom  is currently a director of the Company.
Each person nominated for election has agreed to serve if elected, and the
Board of Directors has no reason to believe that any nominee will be 
unavailable or will decline to serve.  In the event, however, that any 
nominee is unable or declines to serve as a director at the time of the 
Annual Meeting, the proxies will be voted for any nominee who shall 
be designated by the current Board of Directors to fill the 
vacancy. Unless authority is withheld, the proxy holders will 
vote the proxies received by them for the nominees named below. In the 
event that additional persons are nominated for election as directors, 
the proxy holders intend to vote all proxies received by them
to the extent authority is not withheld.  The five (5) candidates 
receiving the highest number of affirmative votes of the shares entitled to 
vote at the Annual Meeting will be elected directors of the Company.  The 
proxies solicited by this Proxy Statement may not be voted for more than 
five (5) nominees.

NOMINEES

Set forth below is information regarding the nominees to the Board of Directors.
	
<TABLE>
<CAPTION>

Name & Age                Present Principal Employment and
                          Prior Business Experience

<S>		                     <C>
Syrus P. Madavi           President and Chief Executive Officer of the 
49                        Company since March 1994 and Chairman since 
                          April 1998. Prior to joining the Company, Mr. 
                          Madavi was employed at Raytheon from 1990 to
                          1994, the last two years as President, 
                          Semiconductor Division.  Prior to that 
                          Mr. Madavi served as the Vice President and 
                          General Manager of Honeywell Signal
                          Processing Technologies from 1984 to 1989. 
                          He also held management positions
                          with Analog Devices Inc. from 1980 to 1983.

Thomas R. Brown,Jr.       Director since 1956.  Mr. Brown
72                        founded the Company and served as its Chairman 
                          from 1956 to 1998. Mr. Brown also served as the
                          Chief Executive Officer until February 1983 and 
                          President until 1976.  In addition, Mr. Brown 
                          served as Corporate Secretary from
                          February 1986 to November 1987.  Mr. Brown again 
                          served as President and CEO 
                          from April 1993 to March 1994.  Mr. Brown is a 
                          former member of the Board of 
                          Directors of the Los Angeles Regional Office of 
                          the Federal Reserve Board.

John S. Anderegg,Jr.      Director since 1958.  Chairman of
75                        the Board of Dynamics Research Corporation since 
                          1955 and served as its President from 1955 to 
                          1986.  Mr. Anderegg also serves as a Director of 
                          the Ivy/MacKenzie Funds.

Francis J. Aguilar        Director since 1993.  Professor Emeritus 
66                        Business Administration, Harvard Business
                          School.  Dr. Aguilar served as Faculty Chairman, 
                          Harvard International Senior Manager's Program, 
                          from 1972 to 1974, and Chairman, International 
                          Teachers Program, from 1968 to 1972. Dr. Aguilar 
                          is Executive Director of the Management Education
                          Alliance and is also a consultant and an author.  
                          He serves as a Director of Bowater, Inc. and 
                          Dynamics Research Corporation.
<PAGE> 7

Marcelo A. Gumucio        Director since 1995.  Mr. Gumucio retired 
61                        as Chief Executive Officer of Micro Focus
                          in 1997.  From 1992 to 1996, Mr. Gumucio was 
                          Chairman of the Management Board and the Chief 
                          Executive Officer of Memorex Telex N.V., and 
                          President and Chairman of the Board of 
                          Memorex Telex Corporation. In 1990, Mr. Gumucio 
                          founded the private investment firm Gumucio, 
                          Burke and Associates, of which he has been a 
                          partner since its formation.  Prior to his 
                          affiliation with that firm, Mr. Gumucio was an 
                          executive at Cray Research, Inc., where he served
                          as Executive Vice President from 1983 to 1988 and 
                          as President and Chief Operating Officer from
                          1988 to 1990.

</TABLE>

BOARD MEETINGS AND COMMITTEES

The Board of Directors held four (4) meetings during 1998.  During this 
period, each Board member attended or participated in at least 75% of the 
aggregate of (i) the total number of meetings of the Board that were held 
while he was a member and (ii) the total number of meetings held by all 
committees of the Board on which he was a member.

The Audit Committee of the Board of Directors held three (3) meetings 
during 1998.  The Audit Committee, which is currently comprised of 
Directors John S. Anderegg, Jr., Chairman, Thomas R. Brown, Jr. and 
Marcelo A. Gumucio, recommends engagement of the Company's independent 
accountants, approves services performed by such accountants, and reviews 
and evaluates the Company's accounting system and its system of internal
controls.

The Compensation Committee held four (4) meetings during 1998.  The 
Compensation Committee, which is currently comprised of Directors 
Francis J. Aguilar, Chairman, Thomas R. Brown, Jr. and Marcelo A. Gumucio, 
has overall responsibility for the Company's compensation policies and 
determines the compensation payable to the Company's executive officers, 
including their participation in certain of the Company's employee 
benefit plans.  The Compensation Committee also administers the Company's 
Stock Incentive Plan and Performance Bonus Plan.

DIRECTOR COMPENSATION

Non-employee Board members each received a quarterly retainer fee of $5,000 
and an additional $1,500 for each Board meeting attended.  In addition, 
each such Board member was reimbursed for travel expenses incurred in 
connection with his attendance at Board meetings and the committees thereof.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934

Section 16(a) of the Securities and Exchange Act of 1934 requires the 
Company's directors and executive officers, and persons who own more than 
ten percent of a registered class of the Company's equity securities, to 
file with the Securities and Exchange Commission (the "SEC") initial 
reports of ownership and reports of changes in ownership of common stock 
and other equity securities of the Company.  Officers, directors and 
greater than ten percent (10%) stockholders are required by SEC regulations
to furnish the Company with copies off all Section 16(a) forms they file.

To the Company's knowledge, based solely upon review of copies of such 
reports furnished to the Company and written representations that no other
reports were required during the year ended December 31, 1998, there was 
compliance with all Section 16(a) filing requirements applicable to the 
Company's officers, directors and greater than ten percent  (10%) 
stockholders.

<PAGE> 8
 
EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Certain Other Compensation

The following table provides certain summary information concerning the 
compensation earned by the Company's Chief Executive Officer and each of 
the Company's other executive officers whose salary and bonus for the 1998 
fiscal year was in excess of $100,000, for services rendered in all 
capacities to the Company and its subsidiaries for each of the fiscal 
years ended December 31, 1998, 1997, and 1996.  The individuals included 
in the table will be hereafter referred to as the Named Executive 
Officers.  Mr. Brown resigned as Chairman of the Board in April 
1998.  No other executive officer who would have otherwise
been included in such table on the basis of salary and bonus earned for 
the 1998 fiscal year resigned or terminated employment during that fiscal 
year. 


<TABLE>
<CAPTION>


           Summary Compensation Table


                                   Annual 
                                 Compensation            
				                                           
Name	and	                                 
Principal Position     Year     Salary     Bonus      
                                ($)(1)     ($)(2)     

<S>                     <C>      <C>        <C>		    

Syrus P. Madavi        1998    350,000    110,867 	   
Chairman               1997    350,000    311,169   
President & CEO        1996    250,000    202,441	   

Thomas R. Brown, Jr.   1998     67,500      2,799	     
Chairman               1997    195,000      6,832	     
Emeritus(6)            1996    195,000      2,144	     

Kenneth G. Wolf        1998    230,000     27,535	     
Executive Vice         1997    161,000     80,591	    
President (7)          1996      ---         ---    

J. Scott Blouin        1998    172,000     35,817    
CFO                    1997    162,000     65,868    
                       1996    143,730     38,864    

Bryan Rooney           1998    180,000     64,444	   
Vice President,        1997    170,000     82,252	   
Sales                  1996    162,154     40,300	   

</TABLE>

<TABLE>
<CAPTION>


                        Summary Compensation Table

                                       Long-Term 
                                   Compensation Awards

                                   Other     Options
                                   Annual    (No. of         All
Name and                          Compensa-  Underlying  Other Compen-
Principal Position      Year      tion($)(3) Shares)(4)  sation($)(5)

<S>                     <C>          <C>        <C>

Syrus P. Madavi         1998         ---       350,000        2,500
Chairman,               1997         ---         ---          2,375
President & CEO         1996         ---         ---          2,310

Thomas R. Brown, Jr.    1998         ---        18,000        1,858       
Chairman                1997         ---         ---          2,375
Emeritus (6)            1996         ---         ---          2,310

Kenneth G. Wolf         1998         ---        37,500        2,500
Executive Vice          1997       75,299      191,250        1,274
President (7)           1996         ---         ---           ---

J. Scott Blouin         1998         ---        37,500        2,500
CFO                     1997         ---        33,750        2,375
                        1996       56,205        ---          2,375     

Bryan Rooney            1998        6,000       22,500        2,500
Vice President,         1997        6,000       15,000        2,375
Sales                   1996       60,995       90,000        2,172

</TABLE>

(1) Includes amounts deferred under the Company's Future Investment Trust Plan 
("401(k) Plan").
(2) Except for Mr. Brown, includes a performance bonus earned in the year 
noted above but paid in the subsequent year.  For all Named Executive 
Officers, includes a profit sharing bonus paid quarterly.  For Mr. Rooney, 
also includes sales commissions paid quarterly.
(3) Represents amounts paid as reimbursement for relocation and automobile 
expenses.
(4) None of the Named Executive Officers were awarded restricted stock in 
the 1998 fiscal year nor held restricted stock at the end  of  that year.
(5) All other compensation includes the contributions made by the Company 
to the 401(k) Plan on behalf of each of the Named Executive Officers to 
match part of his salary deferrals under such plan.
(6) Mr. Brown retired from his employment with the Company and his position 
as Chairman of the Board in April 1998.  He continues to serve on the 
Board of Directors. 
(7) Mr. Wolf was appointed Executive Vice President on April 10, 1997.

<PAGE> 9

Stock Options

	The following table sets forth certain information regarding options 
granted during the fiscal year ended December 31, 1998 by the Company to 
the Named Executive Officers:

<TABLE>
<CAPTION>

         OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                    Percent
                                   of Total
                      Number of  Options/SARs 
                      Securities    Granted    Exercise                         
                      Underlying   Employees      or                         
                     Options/SAR   in Fiscal  Base Price    
                       Granted        Year      (#/Sh)    
Name                    (#)(1)        (2)        (3)      

<S>                      <C>          <C>        <C>	   

Syrus P. Madavi        350,000      25.32%      28.69   

Thomas R. Brown         18,000        1.3%      28.69  

Kenneth G. Wolf         37,500       2.71%      18.50  

J.Scott Blouin          37,500       2.71%      18.50   

Bryan Rooney            22,500       1.63%      18.50  

</TABLE>

<TABLE>
<CAPTION>

           OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                     
                                 Potential Realizable Value
                                     at Assumed Annual
                                       Rates of Stock
                                     Price Appreciation 
                      Expiration     for Option Term(4)
Name                     Date          5%         10%

<S>                     <C>           <C>       <C>

Syrus P. Madavi        04/23/08    6,314,495   16,002,170

Thomas R. Brown        04/23/08      324,745      822,969

Kenneth G. Wolf        01/12/08      436,296    1,105,659

J. Scott Blouin        01/12/08      436,296    1,105,659

Bryan Rooney           01/12/08      261,777      663,395

</TABLE>

(1) Represents options granted pursuant to the Company's 1993 Stock 
Incentive Plan (the "Plan").   The options granted to Messrs. Wolf, Blouin, 
and Rooney will become exercisable in a series of five successive 
equal annual installments, with the first such installment 
to become exercisable upon completion of one year of service 
measured from the grant date.  The options granted to Mr. Madavi 
are contained in two separate agreements pursuant to which 150,000 shares 
will vest in a series of five successive equal installments and 200,000 
shares will vest as follows:  100,000 shares on the first anniversary of 
the grant; 70,000 shares on the second anniversary of the grant;
and 30,000 shares on the third anniversary of the grant.  
The option grant to Mr. Brown was an automatic option grant 
relating to his commencement of service as a non-employee director in 
April 1998.  This option was exercisable in full upon grant but, pursuant
 to the terms of the Plan, shares purchased are subject to repurchase by 
the Company if his service as a Director ceases during the five-year 
vesting period. All of these option grants have a maximum ten  year  term.

(2) The Company granted options to purchase 1,382,250 shares of common 
stock to all employees in fiscal 1998.
	
(3) The exercise price is equal to the fair market value of the Company's 
common stock on the date of grant.

(4) Potential realizeable value is based on an assumption that the market 
price will appreciate at the stated rate, compounded annually, from the date
of grant until the end of the ten year term.  These values are calculated 
based on rules promulgated by the Securities and Exchange Commission and 
do not reflect the Company's estimate or projection of future stock prices.
Actual gains, if any, on stock option exercises will be dependent upon 
the future performance of the price of the Company's common stock.

<PAGE> 10

Stock Option Exercises and Holdings

The following table sets forth certain information concerning the exercise 
of stock options during the fiscal year ended December 31, 1998 by each of 
the Named Executive Officers and the number and value of unexercised options
held by each of the Named Executive Officers at the end of 1998.

<TABLE>
<CAPTION>

Aggregated Option Exercises in 1998 And Option Values at 1998 Year End


					

                  Shares  
                 Acquired            Number of securities
                    on     Value    Underlying unexercised       
                 Exercise Realized  Options at 1998 year end   
Name                (#)    ($)(1)   Exercisable Unexercisable	

<S>                 <C>      <C>        <C>          <C>		   

Syrus P. Madavi, 382,181  7,187,221   171,000      350,000                   
President & CEO

Thomas R. Brown,   --	        --       18,000         --	        
Former Chairman of 
The Board

Kenneth G. Wolf,   --         --         --         228,750     
Executive 
Vice President

J. Scott Blouin,   --        --        18,900        88,800    
CFO

Bryan Rooney,      7,500    130,000    21,750        88,500   
Vice President, 
Sales

</TABLE>

<TABLE>
<CAPTION>

Aggregated Option Exercises in 1998 and Option Values at 1998 Year End

                                  Value of unexercised
                                 In-the-money options at
                                   1998 year end(2)(3)
Name                         Exercisable($) Unexercisable($)

<S>                               <C>               <C>

Syrus P. Madavi,                3,665,813                0
President & CEO

Thomas R. Brown,                        0            ---
Former Chairman of the Board

Kenneth G. Wolf,                    ---          1,766,947
Executive Vice President

J. Scott Blouin,                  240,919          830,402  
CFO

Bryan Rooney,                     287,140          970,467
Vice President, Sales

</TABLE>

(1) Value represents the difference between the closing price of the Common
Stock on the date of exercise and the exercise price, multiplied by  the 
number of shares acquired on exercise.
(2) "In-the-money" options are options whose exercise price was less than 
the market price of the Company's common stock on December 31, 1998.
(3) Based on the market price of $23.4375 which was the closing price per 
share of the Company's common stock on the Nasdaq National Market on
December 31, 1998, less the option exercise price payable per share.

Annual Retirement Benefits

The table below provides a schedule of estimated annual benefits payable 
upon retirement to individuals who participate in the Company's defined 
benefit pension plan:

<TABLE>
<CAPTION>


                 Years of Service

Compensation    5        10         15     20 or More


<S>            <C>       <C>       <C>         <C>

$100,000     $4,222    $8,444    $12,665     $16,887

 125,000      5,472    10,944     16,415      21,887
				
 150,000      6,722    13,444     20,165      26,887

 200,000      7,222    14,444     21,665      28,887	


</TABLE>

<PAGE> 11

A participant's compensation covered by the Company's retirement plan is 
his or her average salary for the five consecutive calendar plan years 
during the last ten (10) years of the participant's career for which such
average is the highest.  Under the retirement plan, contributions are 
not specifically allocated to individual participants.  The table above 
shows estimated annual retirement benefits payable at age sixty-five (65)
to participants, based upon the plan formula equal to 0.5% of final average 
a final average salary over the individual's Social Security covered 
compensation, multiplied by years of service, up to a maximum of twenty 
(20) years.  The estimates do not include Social Security benefits payable
from the federal government and assume that benefits begin at age 
sixty-five (65) under a straight life annuity form.  The Social Security 
covered compensation used in the calculation is that applicable to an 
individual attaining age sixty-five (65) in 1998.  Compensation covered 
under the plan for named executives as of the end 
of 1998:  Brown: $189,150; Madavi: $154,000; Wolf:  $160,000; 
Blouin $135,048; Rooney $156,667.  The estimated years of service for 
each named executive are as follows:  Brown: 42;  Madavi: 4; Wolf: 1; 
and Blouin: 3; Rooney: 2.

Effective January 1, 1998, the defined benefit pension plan was amended to
provide a minimum lump sum "Cash Balance" benefit equal to 2% of pay per 
year plus interest.  For those employees hired on or after January 1, 1999, 
this minimum benefit is the only benefit payable from the plan.  For those 
employed prior to January 1, 1999, the projected benefit at age 65 is 
presently greater under the original formula than the benefit under the 
Cash Balance formula.  Each named executive was employed prior to January 1,
1999.  Consequently, the projected benefit for each executive can be 
determined by reference to the illustrative table above. 

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION


The Company's executive compensation program is designed to attract, 
retain and reward executives who successfully contribute to the Company's 
achievement of its business objectives. The Compensation Committee of the 
Board of Directors (the "Committee"), which is comprised of only 
non-employee directors, is responsible for establishing and implementing 
the executive compensation program.  Early each year, the Committee 
determines base salaries and option grant awards for each executive 
officer for the new year, as well as any performance
bonuses to be paid based upon individual and Company performance during 
the prior year. 

General Compensation Policy

The Committee's fundamental policy is to offer the Company's executive 
officers competitive compensation opportunities based substantially upon 
their contribution to the financial success of the Company and their 
individual performance.  Accordingly, each executive officer's 
compensation package is comprised of three elements:  (i) base salary, 
which reflects individual performance and is designed primarily to be 
competitive with relevant salary levels in the industry, (ii) annual 
variable performance awards payable in cash and tied to
the achievement of individual and corporate performance goals established
by the Committee, and (iii) long-term, stock-based incentive awards that
strengthen the mutuality of interests between the executive officers and 
the Company's stockholders.  As an officer's level of responsibility 
increases, a greater portion of his or her total compensation is to be 
dependent upon Company performance and stock price appreciation rather 
than base salary.

Factors.  The principal factors considered in establishing the components
of each executive officer's compensation package for the 1998 fiscal year 
are summarized below.  The Committee may in its discretion apply entirely 
different factors, particularly different measures of financial 
performance, in setting executive compensation for future years.

<PAGE> 12

*  Base Salary.  The base salary for each executive officer is set on the
basis of personal performance, the Committee's assessment of salary levels
in effect for comparable positions with the Company's principal competitors,
and internal comparability considerations.  The weight given to each of 
these factors may vary from individual to individual.  The Committee made 
its decisions as to the appropriate market level of base salary for each 
executive officer on the basis of its review and understanding of the
salary levels in effect for similar positions at those companies with 
which the Company competes for executive talent.  Base salaries 
are reviewed on an annual basis, and adjustments, if any, will be made 
in accordance with the factors indicated above.  During 1998, the 
annual base salaries for Syrus P. Madavi and Kenneth G. Wolf 
remained at $350,000 and $230,000, respectively, the same as 
their respective 1997 base salaries.  The base salary for Thomas R. 
Brown, Jr. also remained the same as his 1997 level, $195,000, in light of 
his pending retirement in April 1988. The base salary for J. Scott Blouin 
was increased from $ 162,000 in 1997 to $172,000 in 1998.  The base 
salary for Bryan Rooney was increased from $170,000 in 1997 to $180,000 
in 1998.

*	Annual Incentive Compensation.  The Committee established an executive 
incentive plan for fiscal 1998 designed to reward executive officers on the 
basis of the Company's financial results for the year and each executive 
officer's individual performance.  Under the plan, a percentage of the 
Company's pre-tax income for the 1998 fiscal year was set aside for 
individual bonus awards to the Chief Executive Officer and the other 
executive officers and key employees of the Company.  The Committee 
determined the individual bonus award for the Chief Executive 
Officer on the basis of his achievement of a number of strategic 
objectives relating to product development, increased market 
share and financial performance of the Company relative to the industry. 
The Committee then distributed the balance of the bonus pool to the other
executive officers and key employees on the basis of the individual 
performance evaluations, achievement of pre-determined individual 
performance objectives, Company performance and bonus recommendations 
submitted by the Chief Executive Officer.  Based on the foregoing,
in January 1999 the Committee awarded performance bonuses
to Messrs. Wolf, Blouin and Rooney of $20,000, $30,000, and $10,000, 
respectively, based on their 1998 fiscal year contributions.  Mr. Rooney 
also received quarterly sales commissions pursuant to his individual 
performance objectives.  Mr. Brown did not receive a performance bonus.

*  Long-Term Incentive Compensation.  Stock options are designed to 
provide the executive officers with an equity stake in the business, 
thereby aligning their interests with those of the stockholders.  The 
Committee has established general guidelines for awarding options to 
executive officers.  These guidelines take into account an individual's 
current position with the Company, comparability with grants made to other
Company executives, and his or her potential for growth within the Company,
i.e., future responsibilities and possible contributions and promotions over
the option term. The Committee does not always strictly 
adhere to these guidelines and will occasionally vary the 
size of the option award as circumstances warrant. Based on the 
foregoing, the Committee awarded option grants to Messrs. Wolf, Blouin 
and Rooney to purchase the following number of shares of the Company's 
common stock, respectively: 37,500, 37,500, and 22,500.  Mr. Brown did 
not receive a discretionary option grant from the Committee, but he did 
receive an automatic option grant to purchase 18,000 shares of 
common stock in April 1998 following his retirement as Chairman and 
the commencement of his service as a non-employee director of the Company.

CEO Compensation 

In setting the compensation payable to the Company's Chief Executive 
Officer, Syrus P. Madavi, for the 1998 fiscal year, the Committee 
determined to keep his base salary at $350,000 and provide him with a 
greater percentage of overall compensation from performance bonus and 
equity incentives.  The Committee believes this is consistent with its 
objectives of providing Mr. Madavi with a competitive level of overall 
compensation and tying his compensation to a great extent to the 
Company's financial and operating performance and the appreciation
of the Company's stock.  Although it is the Committee's intent to 
provide Mr. Madavi with a level of stability and certainty each year with 
respect to base salary, and not to have this particular component of 
compensation affected to any significant degree by Company performance 
factors, the Committee determined that Mr. Madavi's current base salary 
satisfied these purposes for 1998. 

<PAGE> 13

As previously indicated, Mr. Madavi's incentive compensation for the 
1998 fiscal year was dependent upon the Company's financial performance, 
measured in terms of pre-tax income, and his achievement of a number of 
strategic objectives relating to the Company's position in the industry.  
Although the Company did not achieve some performance objectives in 1998 
due to difficult industry conditions, the Company set records for 
profitability, new product introductions and earnings per share, and Mr. 
Madavi achieved several individual objectives.  Consequently,
in January 1999 the Committee awarded Mr. Madavi a performance 
bonus of $100,000 for his 1998 performance.  In addition, in light of Mr. 
Madavi's individual accomplishments, the Company's performance and the 
fact that no stock options were awarded to Mr. Madavi during the previous
three fiscal years, the Committee granted Mr. Madavi options to purchase 
350,000 shares of the Company's common stock in April 1998.  


Compliance with Internal Revenue Code Section 162(m)


Section 162(m) of the Internal Revenue Code, enacted in 1993, generally 
disallows a tax deduction to publicly held companies for compensation 
exceeding $1 million paid to certain of the corporation's executive 
officers.  The limitation applies only to compensation which is not 
considered to be performance-based.  The non-performance based compensation
to be paid to the Company's executive officers for the 1998 fiscal year 
did not exceed the $1 million limit per officer, nor is it expected that 
the non-performance based compensation to be paid to the Company's 
executive officers for fiscal 1999 will exceed that limit.  The Company's 
1993 Stock Incentive Plan is structured so that any compensation 
deemed paid to an executive officer in connection with the exercise of 
option grants made under that plan will qualify as performance based 
compensation which will not be subject to the $1 million limitation. 
Because it is unlikely that the cash compensation payable to any of the 
Company's executive officers in the foreseeable future will approach 
the $1 million limit, the Committee has decided at this time not to 
take any action to limit or restructure the elements of cash compensation
payable to the Company's executive officers.  The Committee will 
reconsider this decision should the individual compensation of 
any executive officer ever approach the $1 million level.

                      Submitted by the Compensation Committee
	                     Burr-Brown Corporation Board of Directors


	                     Francis J. Aguilar
	                     Thomas R. Brown, Jr.
	                     Marcelo A. Gumucio



Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a current officer or employee 
of the Company or any of its subsidiaries.  Thomas R. Brown, Jr. was the 
Chairman of the Board of the Company until his retirement in April 1998.  
Following his retirement, he remained a director of the Company and he 
became a member of the Compensation Committee.  No executive officer of 
the Company serves as a member of the board of directors or compensation 
committee of any other entity that has an executive officer serving as 
a member of the Company's Board of Directors or Compensation Committee.

<PAGE> 14

PERFORMANCE GRAPH    

The following graph compares the cumulative total stockholder return on 
the common stock of the Company with that of the Russell 2000 Index, a 
broad market index of companies with comparable market capitalization, and 
Value Line's Semiconductors Index, a published line-of-business index.  The 
comparison for each of the periods assumes that $100 was invested on 
December 31, 1993 in the Company's common stock, the stocks included in the 
Russell 2000 Index and the stocks included in Value Line's Semiconductor
reflect formulas for dividend reinvestment and weighing of individual stocks, 
do not necessarily reflect returns that could be achieved by individual 
investors.

<TABLE>
<CAPTION>

Performance Graph for Burr-Brown Corporation
Indexed Comparison of 5-Year Cumulative Total Return
Burr-Brown, Russell 2000 Index and Value Line's Semiconductor Index

<S>                   <C>       <C>        <C>

                     1993       1994       1995

Russell 2000       100.00       98.18     126.10

Value Line         100.00      129.70     196.47

Burr-Brown         100.00      207.25     587.05

</TABLE>

<TABLE>
<CAPTION>

Performance Graph for Burr-Brown Corporation
Indexed Comparison of 5-Year Cumulative Total Return
Burr-Brown, Russell 2000 Index and Value Line's Semiconductror Index

<S>                    <C>       <C>        <C>

                      1996       1997       1998

Russell 2000         146.90     179.74     175.16

Value Line           334.16     448.70     579.37

Burr-Brown           598.96   1,109.84   1,214.40

</TABLE>

Note:  Assumes $100 invested on 12/31/93 in Burr-Brown, Russell 2000 
Index and Value Line's Semiconductors Index.  Assumes reinvestment of
dividends on a daily basis.

Notwithstanding anything to the contrary set forth in any of the Company's 
previous filings under the Securities Act of 1933 or the Securities 
Exchange Act of 1934 that might incorporate future filings made by the 
Company under those statutes, including this Proxy Statement, the 
preceding Compensation Committee Report on Executive Compensation and 
the preceding Company Stock Price Performance Graph are not to be 
incorporated by reference into any such prior filings; nor will such 
report or graph be incorporated by reference into any future filings 
made by the Company under those statutes.

<PAGE> 15

Employment Agreements and Termination of Employment and Change in Control 
Arrangements 

The Company does not have any employment contracts with its executive 
officers.  However, in October 1996, the Company entered into a formal 
severance agreement with Mr. Syrus P. Madavi, the Company's President 
and Chief Executive Officer.  Under this agreement, severance benefits will 
be paid to Mr. Madavi upon his termination of employment under certain 
specified circumstances.  In the absence of a change in control of the 
Company, the agreement does not provide any severance benefits to Mr. 
Madavi in the event of his voluntary resignation or if
his employment is terminated for misconduct.  If the Company terminated Mr. 
Madavi's employment for just cause (including his failure to correct one or 
more material deficiencies in his performance after receipt of written 
notice from the Board), then he would be entitled to: (i) a one-time lump 
sum payment equal to his average annual base salary and bonus for the 
preceding three years and (ii) the continuation of his base salary for 
twelve months.  If the Company terminated Mr. Madavi's employment 
without cause (for any reason other than misconduct or just 
cause), then the Company would pay him a severance benefit 
equal to two times his average annual base salary and bonus for 
the preceding three years, with one-half of such amount to be paid in an 
immediate lump sum and the balance to be paid in twelve equal monthly 
installments.  

If the Company incurred a "change in control" (a change in ownership of 
more than fifty percent of the total combined voting power of the Company's 
outstanding securities or the sale of all or substantially all of the 
Company's assets or dissolution of the Company), then Mr. Madavi would be 
entitled to a severance benefit equal to: (a) two times his average annual 
base salary and bonus for the preceding three years, if he voluntarily 
left the Company within two years after the change in control; (b) three 
alary and bonus for the preceding three years, if he was constructively 
discharged within six months after the change in control, or (c) 
four times his average annual base salary and bonus for the preceding 
three years, if he was is terminated without cause following the 
change in control. In addition, if the Company is acquired through 
a hostile takeover and Mr. Madavi left the Company's employ at any time 
within the succeeding two years, then he would be entitled to a lump 
sum severance payment equal to two times his average annual base
salary and bonus for the preceding three years.

The severance agreement also imposes certain non-competition covenants and 
consulting obligations upon Mr. Madavi during the period severance benefits
are to be paid to him following his termination of employment, whether or 
not such termination is in connection with a change in control. In addition,
the Company will, at its expense, provide continued health care coverage 
under the Company's medical/dental plans to Mr. Madavi and his eligible 
dependents for up to a twelve-month period following his termination.

The severance agreement also requires that all future option grants made 
to Mr. Madavi contain certain vesting acceleration provisions, ranging 
from twenty percent (20%) to one hundred percent (100%) accelerated 
vesting, in connection with his termination of employment or certain 
changes in control or ownership of the Company.

The severance agreement is effective through December 31, 1999 and will 
automatically be renewed each calendar year thereafter unless the Company 
gives written notice of non-renewal at least one hundred eighty days 
prior to the start of any such subsequent calendar year. Should Mr. Madavi 
resign within six months after such non-renewal, the Company will be 
obligated to negotiate a reasonable severance package with him comparable 
to termination benefits provided to similarly-situated chief executive 
officers in the industry.

<PAGE> 16
	
                             PROPOSAL NO. 2:

              RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young  LLP, independent 
auditors, to audit the books, records, and accounts of the Company and its
subsidiaries for the year ending December 31, 1999.

The firm of Ernst & Young LLP audits the Company's books annually, has 
offices in or convenient to the localities in the United States and 
foreign countries where the Company or its subsidiaries operate and is 
considered to be well qualified.  The Board of Directors recommends that 
the stockholders approve the proposal to ratify the selection of Ernst & 
Young LLP to serve as independent auditors for the current  year.

Ernst & Young LLP has no direct or indirect material financial interest in 
the Company or any of its subsidiaries.  A representative of Ernst & 
Young  LLP is expected to be present at the Annual Meeting and will be 
given the opportunity to make a statement on behalf of Ernst & Young LLP, if
they so desire.  The representative also will be available to respond to 
questions raised by those in attendance at the meeting.

The Board of Directors recommends that the stockholders vote FOR the 
selection of Ernst & Young  LLP to serve as independent auditors for the 
year ending December 31, 1999.


	                           OTHER BUSINESS

The Board of Directors knows of no other business that will be presented 
for consideration at the Annual Meeting.  If other matters are properly 
brought before the Annual Meeting, however, it is the intention of the 
persons named in the accompanying proxy to vote the shares represented 
thereby on such matters in accordance with their best judgment.

                           STOCKHOLDER PROPOSAL

Stockholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy rules 
promulgated by the Securities and Exchange Commission.  Proposals of 
stockholders of the Company intended to be presented for consideration at 
the Company's 2000 Annual Meeting of Stockholders must be received by the 
Company no later than November 9, 1999, in order that they be included in 
the proxy statement and form of proxy related to that meeting.

In connection with the 2000 Annual Meeting of Stockholders, the proxy card 
will grant the proxy holders discretionary authority to vote on any matter 
raised at the 2000 Annual Meeting of Stockholders.  If a stockholder
intends to submit a proposal at the 2000 Annual Meeting of Stockholders 
that is not eligible for inclusion in the proxy statement and form of proxy 
relating to that meeting, the stockholder must do so not later than 
February 8, 2000.  If such stockholder fails to comply with the foregoing 
notice provision, the proxy holders will be allowed to use 
their discretionary voting authority when the proposal is raised 
at the 2000 Annual Meeting of Stockholders.

                            By order of the Board of Directors



                            Bradley S. Paulson
                            Secretary & General Counsel
March 10, 1999

<PAGE> 17

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BURR-BROWN CORPORATION

Thomas R. Brown, Jr. and Syrus P. Madavi, or either of them, are hereby 
appointed as the lawful agents and proxies of the undersigned (with all 
powers the undersigned would possess if personally present, including 
full power of substitution) to represent and to vote all shares of capital 
stock of Burr-Brown Corporation (the "Company") which the undersigned 
is entitled to vote at the Company's Annual Meeting of Stockholders on 
April 23, 1999, and at any adjournments or postponements thereof as follows:

1. The election of all nominees listed below for the Board of Directors, 
as described in the Proxy Statement:

Thomas R. Brown, Jr., Syrus P. Madavi, John S. Anderegg, Jr., 
Francis J. Aguilar and Marcelo A. Gumucio.

FOR          AUTHORIZATION WITHHELD       
(INSTRUCTION:	To withhold authority to vote for any individual nominee, 
write such name or names in the space provided below.)

2. Proposal to ratify the appointment of Ernst & Young LLP as 
independent auditors of the Company for the  year ending December 31, 1999.

FOR         AGAINST        ABSTAIN     

3.	Transaction of any other business which may properly come before the 
meeting and any adjournment or postponement thereof.

The Board of Directors recommends a vote FOR each of the above proposals.  
This Proxy will be voted as directed, or, if no direction is indicated, 
will be voted FOR each of the above proposals and, at the discretion of 
the persons named as proxies, upon such other matters as may properly 
come before the meeting.  This proxy may be revoked at any time before 
it is voted.

DATE:-----------------, 1999

- -------------------------	
Signature

- -------------------------
Name (Print)

- -------------------------
Signature if held jointly

- -------------------------	
Name (Print)              

(Please sign exactly as shown on your stock certificate and on the envelope 
in which this proxy was mailed.  When signing as partner, corporate 
officer, attorney, executor, administrator, trustee, guardian or in any 
other representative capacity, give full title as such and sign your own 
name as well.  If stock is held jointly, each joint owner should sign.)

          PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
	                      USING THE ENCLOSED ENVELOPE.




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