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Texas Instruments Tucson Corp · DEF 14A · For 12/31/98

Filed On 3/11/99 · SEC File 0-11438 · Accession Number 715577-99-6

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 3/11/99  Texas Instruments Tucson Corp     DEF 14A    12/31/98    1:17

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                17    101K 

DEF 14A 1st Page of 17 TOC Top Previous Next Bottom Just 1st

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:                                                                  

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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.       

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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.           

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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.                               

                                                                · Download Table


                              Amount and Nature of  
                            Beneficial Ownership (1)

                             Number of  Percent of  
Name of Beneficial Owner      Shares       Class    

                                                    

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                                 


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

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(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.        

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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.

                                                                · Download Table


Name & Age                Present Principal Employment and                 
                          Prior Business Experience                        

                                                                           
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.                   

DEF 14A 7th Page of 17 TOC 1st Previous Next Bottom Just 7th

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.                                    


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.                                                                   

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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.                                                                           

                                                                · Download Table


           Summary Compensation Table            

                                   Annual        
                                 Compensation    

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

                                                 

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


                                                                · Download Table


                        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) 

                                                                      

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   


(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.          

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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:                                                   

                                                                · Download Table


         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)    

                                                        

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   


                                                                · Download Table


           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%      

                                                           

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  


(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.              

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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.                

                                                                · Download Table


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         

                                                                      

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                                                                 


                                                                · Download Table


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($) Unexercisable($)          

                                                                      

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                                                 


(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:                                                           

                                                                · Download Table


                 Years of Service                    

Compensation    5        10         15     20 or More

                                                     

$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 


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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.                

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*  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.                                              

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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.         

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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.                                                                      

                                                                · Download Table


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

                                                                   

                     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                   


                                                                · Download Table


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

                                                                    

                      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                   


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.                                       

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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.                                                       

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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                                                                  

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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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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	12/31/93	14
	12/31/96	8		11-K, 10-K
	4/10/97	8
	12/31/97	8		10-K, 11-K
	1/1/98	11
For The Period Ended	12/31/98	4	10	11-K, 10-K
	1/1/99	11
	3/1/99	2	5
	3/10/99	2	16
Filed On / Filed As Of	3/11/99
	4/23/99	2	17	DEF 14A
	11/9/99	16
	12/31/99	2	17	11-K, 10-K405
	2/8/0	16		SC 13G/A

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Texas Instruments Tucson Corp · DEF 14A · For 12/31/98

Filed On 3/11/99 · SEC File 0-11438 · Accession Number 715577-99-6

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents