<PAGE>   1
   As filed with the Securities and Exchange Commission on June July 7, 1998
                                                   Registration No. 333-________


================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             BURR-BROWN CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       86-0445468
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                  6730 TUCSON BOULEVARD, TUCSON, ARIZONA 85706
               (Address of principal executive offices) (Zip Code)


                             BURR-BROWN CORPORATION
                            1993 STOCK INCENTIVE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)


                                 SYRUS P. MADAVI
          PRESIDENT AND CHIEF EXECUTIVE OFFICER, CHAIRMAN OF THE BOARD
                             BURR-BROWN CORPORATION
                  6730 TUCSON BOULEVARD, TUCSON, ARIZONA 85706
                    (Name and address of agent for service)
                                 (520) 746-1111
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                 Proposed         Proposed
  Title of                                        Maximum         Maximum
 Securities                       Amount         Offering        Aggregate         Amount of
    to be                         to be            Price         Offering        Registration
 Registered                     Registered(1)   per Share(2)      Price(2)             Fee
 ----------                     -------------   ------------      --------             ---
<S>                            <C>              <C>              <C>             <C>
1993 Stock Incentive Plan
  Common Stock                 3,000,000        $21.3125         $63,937,500         $18,861.56

Employee Stock Purchase Plan
  Common Stock                   600,000        $21.3125         $12,787,500         $ 3,772.31
</TABLE>

                                              Aggregate Filing Fee:$22,633.87


================================================================================


<PAGE>   2
(1)     This Registration Statement shall also cover any additional shares of
        the Registrant's Common Stock which become issuable under the 1993 Stock
        Incentive Plan and Employee Stock Purchase Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the outstanding shares of the
        Registrant's Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of the Registrant's Common Stock
        on July 1, 1998 as reported by the Nasdaq National Market.


<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Burr-Brown Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        a.      The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1997 filed with the SEC on March 31, 1998;

        b.      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                quarter ended April 4, 1998 filed with the SEC on May 19, 1998;

        c.      The Registrant's Registration Statement No. 00-011438 on Form
                8-A filed with the SEC on January 5, 1984 and amended on August
                1, 1989 and March 6, 1990, pursuant to Section 12 of the
                Securities Exchange Act of 1934, as amended (the "1934 Act"), in
                which there is described the terms, rights and provisions
                applicable to the Registrant's outstanding Common Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4. Description of Securities

        Not applicable.


Item 5. Interests of Named Experts and Counsel

        Not applicable.


Item 6. Indemnification of Directors and Officers

        The Registrant's Restated Certificate of Incorporation provides that no
member of the Registrant's Board of Directors or the Executive Committee of such
Board will be personally liable to the Registrant or any of its stockholders for
monetary damages arising from such member's breach of fiduciary duty. However,
this does not apply with respect to any action in which such person would be
liable under Section 174 of Title 8 of the General Corporation Law of Delaware,
nor does it apply with respect to any liability arising from the fact that such
person (i) breached his duty of loyalty to the Registrant; (ii) did not act in
good faith or, in failing to act, did not act in good faith; (iii) acted in a
manner involving intentional misconduct or a knowing violation of law or, in
failing to act, shall have acted in a manner involving intentional misconduct or
a knowing violation of law; or (iv) derived an improper personal benefit.

        Pursuant to the provisions of Section 145 of the General Corporation Law
of Delaware, Registrant has power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
Registrant) by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or of any corporation, partnership, joint
venture, trust or other enterprise for which he is or was serving in such
capacity at the request of the Registrant, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred by him
in


                                      II-1.


<PAGE>   4
connection with such action, suit or proceeding. The power to indemnify applies
only if such person acted in good faith and in a manner he reasonably believed
to be in the best interests, or not opposed to the best interests, of the
Registrant, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

        The power to indemnify such person applies to actions brought by or in
the right of the Registrant as well, but only to the extent of defense and
settlement expenses and not to any satisfaction of a judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct on the past of such person, unless the court, in its discretion,
feels that in the light of all the circumstances indemnification should apply.

        To the extent any person referred to in the two immediately preceding
paragraphs is successful in the defense of the actions referred to therein, such
person is entitled pursuant to Section 145 to indemnification as described
above. Section 145 also grants power to advance litigation expenses upon receipt
of any undertaking to repay such advances in the event no right to
indemnification is subsequently shown. The Registrant may also obtain insurance
at its expense to protect anyone who might be indemnified, or has a right to
insist on indemnification, under the statute.


Item 7. Exemption from Registration Claimed

        Not applicable.


Item 8. Exhibits


<TABLE>
<CAPTION>
     Exhibit Number   Exhibit
     --------------   -------
<S>                   <C>
           4.0        Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 00-011438
                      on Form 8-A which are incorporated herein by reference
                      pursuant to Item 3(c).

           5.0        Opinion and Consent of Brobeck, Phleger & Harrison LLP.

           23.1       Consent of Independent Auditors - Ernst & Young LLP.

           23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

           24.0       Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

           99.1       1993 Stock Incentive Plan (as amended and restated on
                      March 20, 1998).

           99.2*      Notice of Grant of Stock Option and Stock Option
                      Agreement.

           99.3*      Addendum to Stock Option Agreement (Change in Control).

           99.4*      Addendum to Stock Option Agreement (Special Tax
                      Elections).

           99.5*      Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Rights).

           99.6*      Addendum to Stock Option Agreement (Financial Assistance).

           99.7*      Stock Issuance Agreement.

           99.8       Employee Stock Purchase Plan.

           99.9       Employee Stock Purchase Plan Enrollment Form

           99.10      Employee Stock Purchase Agreement
</TABLE>


           * Exhibits 99.2 through 99.7 are incorporated herein by reference to
           Exhibits 28.2 through 28.7 of Registrant's Registration Statement No.
           33-65866 on Form S-8 which was filed with the SEC on July 12, 1993.


Item 9. Undertakings.

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective


                                      II-2.


<PAGE>   5
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the 1993 Stock Incentive Plan or the 1998 Employee
Stock Purchase Plan.

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the 1933
Act, may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act, and will be governed by the final
adjudication of such issue.


                                      II-3.


<PAGE>   6
                                   SIGNATURES


        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tucson, State of Arizona, on this day of July
6, 1998.

                             BURR-BROWN CORPORATION

                     By:     /s/ Syrus P. Madavi
                             --------------------------------------------------
                             Syrus P. Madavi
                             President, Chief Executive Officer and Chairman of
                             the Board


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

       That the undersigned officers and directors of Burr-Brown Corporation, a
Delaware corporation, do hereby constitute and appoint Syrus P. Madavi and J.
Scott Blouin and each of them, the lawful attorneys and agents, with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

       IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signatures                          Title                                  Date
----------                          -----                                  ----
<S>                                 <C>                              <C> 

/s/ Syrus P. Madavi
----------------------------        President, Chief                 June 6, 1998
Syrus P. Madavi                     Executive Officer and
                                    Chairman of the Board
                                    (Principal Executive
                                    Officer)
</TABLE>


                                      II-4.


<PAGE>   7
<TABLE>
<CAPTION>
Signatures                          Title                                  Date
----------                          -----                                  ----
<S>                                 <C>                              <C>
/s/ Kenneth G. Wolf 
----------------------------        Executive Vice President         June 6, 1998
Kenneth G. Wolf


/s/ J. Scott Blouin
----------------------------        Chief Financial Officer          June 6, 1998
J. Scott Blouin                     (Principal Financial and
                                    Accounting Officer)


/s/ Thomas R. Brown, Jr.
----------------------------        Director                         June 6, 1998
Thomas R. Brown, Jr.


/s/ John S. Anderegg, Jr.
----------------------------        Director                         June 6, 1998
John S. Anderegg, Jr.


/s/ Francis J. Aguilar
----------------------------        Director                         June 6, 1998
Francis J. Aguilar


/s/ Marcelo A. Gumucio
----------------------------        Director                         June 6, 1998
Marcelo A. Gumucio
</TABLE>


                                      II-5.


<PAGE>   8
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                             BURR-BROWN CORPORATION


<PAGE>   9
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
    Exhibit Number    Exhibit
    --------------    -------
<S>                   <C>
           4.0        Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration No. 00-011438 on Form
                      8-A which is incorporated herein by reference pursuant to
                      Item 3(c).

           5.0        Opinion and Consent of Brobeck, Phleger & Harrison LLP.

           23.1       Consent of Independent Auditors - Ernst & Young LLP.

           23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

           24.0       Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

           99.1       1993 Stock Incentive Plan (as amended and restated on
                      March 20, 1998).

           99.2*      Notice of Grant of Stock Option and Stock Option
                      Agreement.

           99.3*      Addendum to Stock Option Agreement (Change in Control).

           99.4*      Addendum to Stock Option Agreement (Special Tax
                      Elections).

           99.5*      Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Rights).

           99.6*      Addendum to Stock Option Agreement (Financial Assistance).

           99.7*      Stock Issuance Agreement.

           99.8       Employee Stock Purchase Plan.

           99.9       Employee Stock Purchase Plan Enrollment Form

           99.10      Employee Stock Purchase Agreement
</TABLE>

           * Exhibits 99.2 through 99.7 are incorporated herein by reference to
           Exhibits 28.2 through 28.7 of Registrant's Registration Statement No.
           33-65866 on Form S-8 which was filed with the SEC on July 12, 1993.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21271}]
{"company-data": {"conformed-name": "BURR BROWN CORP", "cik": "0000715577", "assigned-sic": "3674", "irs-number": "860445468", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58599", "film-number": "98661190"}, "business-address": {"street1": "6730 S TUCSON BLVD", "city": "TUCSON", "state": "AZ", "zip": "85706", "phone": "6027461111"}, "mail-address": {"street1": "P.O BOX 11400", "street2": "MS 100", "city": "TUSCON", "state": "AZ", "zip": "85734"}}
1
   As filed with the Securities and Exchange Commission on June July 7, 1998
                                                   Registration No. 333-________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             BURR-BROWN CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                       86-0445468
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

                  6730 TUCSON BOULEVARD, TUCSON, ARIZONA 85706
               (Address of principal executive offices) (Zip Code)

                             BURR-BROWN CORPORATION
                            1993 STOCK INCENTIVE PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 SYRUS P. MADAVI
          PRESIDENT AND CHIEF EXECUTIVE OFFICER, CHAIRMAN OF THE BOARD
                             BURR-BROWN CORPORATION
                  6730 TUCSON BOULEVARD, TUCSON, ARIZONA 85706
                    (Name and address of agent for service)
                                 (520) 746-1111
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
  Title of                                        Maximum         Maximum
 Securities                       Amount         Offering        Aggregate         Amount of
    to be                         to be            Price         Offering        Registration
 Registered                     Registered(1)   per Share(2)      Price(2)             Fee
 ----------                     -------------   ------------      --------             ---
1993 Stock Incentive Plan
  Common Stock                 3,000,000        $21.3125         $63,937,500         $18,861.56

Employee Stock Purchase Plan
  Common Stock                   600,000        $21.3125         $12,787,500         $ 3,772.31
Aggregate Filing Fee:$22,633.87

================================================================================
2
(1)     This Registration Statement shall also cover any additional shares of
        the Registrant's Common Stock which become issuable under the 1993 Stock
        Incentive Plan and Employee Stock Purchase Plan by reason of any stock
        dividend, stock split, recapitalization or other similar transaction
        effected without the Registrant's receipt of consideration which results
        in an increase in the number of the outstanding shares of the
        Registrant's Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the average of the
        high and low selling prices per share of the Registrant's Common Stock
        on July 1, 1998 as reported by the Nasdaq National Market.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Burr-Brown Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

        a.      The Registrant's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1997 filed with the SEC on March 31, 1998;

        b.      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                quarter ended April 4, 1998 filed with the SEC on May 19, 1998;

        c.      The Registrant's Registration Statement No. 00-011438 on Form
                8-A filed with the SEC on January 5, 1984 and amended on August
                1, 1989 and March 6, 1990, pursuant to Section 12 of the
                Securities Exchange Act of 1934, as amended (the "1934 Act"), in
                which there is described the terms, rights and provisions
                applicable to the Registrant's outstanding Common Stock.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

        The Registrant's Restated Certificate of Incorporation provides that no
member of the Registrant's Board of Directors or the Executive Committee of such
Board will be personally liable to the Registrant or any of its stockholders for
monetary damages arising from such member's breach of fiduciary duty. However,
this does not apply with respect to any action in which such person would be
liable under Section 174 of Title 8 of the General Corporation Law of Delaware,
nor does it apply with respect to any liability arising from the fact that such
person (i) breached his duty of loyalty to the Registrant; (ii) did not act in
good faith or, in failing to act, did not act in good faith; (iii) acted in a
manner involving intentional misconduct or a knowing violation of law or, in
failing to act, shall have acted in a manner involving intentional misconduct or
a knowing violation of law; or (iv) derived an improper personal benefit.

        Pursuant to the provisions of Section 145 of the General Corporation Law
of Delaware, Registrant has power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
Registrant) by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or of any corporation, partnership, joint
venture, trust or other enterprise for which he is or was serving in such
capacity at the request of the Registrant, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred by him
in

                                      II-1.
4
connection with such action, suit or proceeding. The power to indemnify applies
only if such person acted in good faith and in a manner he reasonably believed
to be in the best interests, or not opposed to the best interests, of the
Registrant, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

        The power to indemnify such person applies to actions brought by or in
the right of the Registrant as well, but only to the extent of defense and
settlement expenses and not to any satisfaction of a judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct on the past of such person, unless the court, in its discretion,
feels that in the light of all the circumstances indemnification should apply.

        To the extent any person referred to in the two immediately preceding
paragraphs is successful in the defense of the actions referred to therein, such
person is entitled pursuant to Section 145 to indemnification as described
above. Section 145 also grants power to advance litigation expenses upon receipt
of any undertaking to repay such advances in the event no right to
indemnification is subsequently shown. The Registrant may also obtain insurance
at its expense to protect anyone who might be indemnified, or has a right to
insist on indemnification, under the statute.

Item 7. Exemption from Registration Claimed

        Not applicable.

Item 8. Exhibits
Exhibit Number   Exhibit
     --------------   -------
4.0        Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration Statement No. 00-011438
                      on Form 8-A which are incorporated herein by reference
                      pursuant to Item 3(c).

           5.0        Opinion and Consent of Brobeck, Phleger & Harrison LLP.

           23.1       Consent of Independent Auditors - Ernst & Young LLP.

           23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

           24.0       Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

           99.1       1993 Stock Incentive Plan (as amended and restated on
                      March 20, 1998).

           99.2*      Notice of Grant of Stock Option and Stock Option
                      Agreement.

           99.3*      Addendum to Stock Option Agreement (Change in Control).

           99.4*      Addendum to Stock Option Agreement (Special Tax
                      Elections).

           99.5*      Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Rights).

           99.6*      Addendum to Stock Option Agreement (Financial Assistance).

           99.7*      Stock Issuance Agreement.

           99.8       Employee Stock Purchase Plan.

           99.9       Employee Stock Purchase Plan Enrollment Form

           99.10      Employee Stock Purchase Agreement
* Exhibits 99.2 through 99.7 are incorporated herein by reference to
           Exhibits 28.2 through 28.7 of Registrant's Registration Statement No.
           33-65866 on Form S-8 which was filed with the SEC on July 12, 1993.

Item 9. Undertakings.

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective

                                      II-2.
5
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the 1993 Stock Incentive Plan or the 1998 Employee
Stock Purchase Plan.

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the 1933
Act, may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act, and will be governed by the final
adjudication of such issue.

                                      II-3.
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tucson, State of Arizona, on this day of July
6, 1998.

                             BURR-BROWN CORPORATION

                     By:     /s/ Syrus P. Madavi
                             --------------------------------------------------
                             Syrus P. Madavi
                             President, Chief Executive Officer and Chairman of
                             the Board

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

       That the undersigned officers and directors of Burr-Brown Corporation, a
Delaware corporation, do hereby constitute and appoint Syrus P. Madavi and J.
Scott Blouin and each of them, the lawful attorneys and agents, with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

       IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures                          Title                                  Date
----------                          -----                                  ----
/s/ Syrus P. Madavi
----------------------------        President, Chief                 June 6, 1998
Syrus P. Madavi                     Executive Officer and
                                    Chairman of the Board
                                    (Principal Executive
                                    Officer)
II-4.
7
Signatures                          Title                                  Date
----------                          -----                                  ----
/s/ Kenneth G. Wolf 
----------------------------        Executive Vice President         June 6, 1998
Kenneth G. Wolf

/s/ J. Scott Blouin
----------------------------        Chief Financial Officer          June 6, 1998
J. Scott Blouin                     (Principal Financial and
                                    Accounting Officer)

/s/ Thomas R. Brown, Jr.
----------------------------        Director                         June 6, 1998
Thomas R. Brown, Jr.

/s/ John S. Anderegg, Jr.
----------------------------        Director                         June 6, 1998
John S. Anderegg, Jr.

/s/ Francis J. Aguilar
----------------------------        Director                         June 6, 1998
Francis J. Aguilar

/s/ Marcelo A. Gumucio
----------------------------        Director                         June 6, 1998
Marcelo A. Gumucio
II-5.
8
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                             BURR-BROWN CORPORATION
9
                                  EXHIBIT INDEX
Exhibit Number    Exhibit
    --------------    -------
4.0        Instruments Defining Rights of Stockholders. Reference is
                      made to Registrant's Registration No. 00-011438 on Form
                      8-A which is incorporated herein by reference pursuant to
                      Item 3(c).

           5.0        Opinion and Consent of Brobeck, Phleger & Harrison LLP.

           23.1       Consent of Independent Auditors - Ernst & Young LLP.

           23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

           24.0       Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

           99.1       1993 Stock Incentive Plan (as amended and restated on
                      March 20, 1998).

           99.2*      Notice of Grant of Stock Option and Stock Option
                      Agreement.

           99.3*      Addendum to Stock Option Agreement (Change in Control).

           99.4*      Addendum to Stock Option Agreement (Special Tax
                      Elections).

           99.5*      Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Rights).

           99.6*      Addendum to Stock Option Agreement (Financial Assistance).

           99.7*      Stock Issuance Agreement.

           99.8       Employee Stock Purchase Plan.

           99.9       Employee Stock Purchase Plan Enrollment Form

           99.10      Employee Stock Purchase Agreement
* Exhibits 99.2 through 99.7 are incorporated herein by reference to
           Exhibits 28.2 through 28.7 of Registrant's Registration Statement No.
           33-65866 on Form S-8 which was filed with the SEC on July 12, 1993.